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Eighth Amendment To Trust Agreement - MBIA INC - 3-30-1999

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Eighth Amendment To Trust Agreement - MBIA INC - 3-30-1999 Powered By Docstoc
					EIGHTH AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMPANY AND MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION THIS EIGHTH AMENDMENT, dated as of the first day of January, 1998, by and between Fidelity Management Trust Company (the "Trustee") and Municipal Bond Investors Assurance Corporation (the "Sponsor"); WITNESSETH: WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated December 31, 1991, with regard to the MBIA Inc. Employees Pension Plan and 401 (k) Salary Deferral Plan (individually and collectively, the "Plan"); and WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for in Section 13 thereof; NOW THEREFORE, in consideration of the above premises the Trustee and the Sponsor hereby amend the Trust Agreement by: (1) Amending Schedule "B" by restating the "Annual Participant Fee" and Sponsor Stock Trustee Fee sections as follows: o Annual Participant Fee $15.00 per participant*, subject to a $5,000 per year minimum, billed and payable quarterly. o To the extent that assets are invested in Sponsor Stock, 0.10% of such assets in the Trust payable pro rata quarterly on the basis of such assets as of the calendar quarter's last valuation date, but no less than $10,000 nor more than $50,000 per year. (2) Amending the "Trustee Fees" section of Schedule "B" to eliminate the Mutual Fund Trustee Fee. (3) Amending Schedule "B" to eliminate the Plan Sponsor Workstation fee. (4) Amending Schedule "B" by adding a new "Note" section as follows. Note: These fees have been negotiated and accepted based on the following Plan characteristics: total current plan assets of $79.1 million, current participation of 429 participants, current MIP assets of $6.7 million, current stock assets of $20.2 million and total Fidelity managed Mutual Fund assets of $52.2 million. Fees will be subject to revision if these Plan characteristics change significantly by either falling below or exceeding current or projected levels. Fees also have been based on the use of up to 11 investment options, and such fees will be subject to revision if additional investment options are added.

IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Eighth Amendment to be executed by their duly authorized officers effective as of the day and year first above written. MBIA INC. FIDELITY MANAGEMENT TRUST COMPANY
By /s/ [ILLEGIBLE] 12/15/97 ------------------------Date By /s/ [ILLEGIBLE] 1/23/98 -----------------------------Vice President Date

IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Eighth Amendment to be executed by their duly authorized officers effective as of the day and year first above written. MBIA INC. FIDELITY MANAGEMENT TRUST COMPANY
By /s/ [ILLEGIBLE] 12/15/97 ------------------------Date By /s/ [ILLEGIBLE] 1/23/98 -----------------------------Vice President Date

Fidelity Institutional Retirement Services Company A division of Fidelity Investments Institutional Services Company, Inc. 300 Puritan Way, MM3H Marlborough, MA 01752-3078 January 29, 1998 Mr. Alan Perlman MBIA Inc. 113 King Street Armonk, NY 10504 Dear Mr. Pearlman: Enclosed please find one fully-executed original of the Eighth Amendment to the Trust Agreement for your files. Please call Michelle Maziarz with any questions regarding this document. She can be reached at (508) 3575028. Sincerely,
/s/ Dianne Candido Dianne A. Candido Contracts Administration Assistant

/dc Enclosure cc: Erin Delaney, I41A Mary Drake, MM3C Ann Emerson, TS213 Kara Rose Hearns, MM3I Wendy Ennis, KN3C

MBIA MBIA Insurance Corporation 113 King Street Armonk, NY 10504 914 765 3880 Fax: 914 755 3299

Fidelity Institutional Retirement Services Company A division of Fidelity Investments Institutional Services Company, Inc. 300 Puritan Way, MM3H Marlborough, MA 01752-3078 January 29, 1998 Mr. Alan Perlman MBIA Inc. 113 King Street Armonk, NY 10504 Dear Mr. Pearlman: Enclosed please find one fully-executed original of the Eighth Amendment to the Trust Agreement for your files. Please call Michelle Maziarz with any questions regarding this document. She can be reached at (508) 3575028. Sincerely,
/s/ Dianne Candido Dianne A. Candido Contracts Administration Assistant

/dc Enclosure cc: Erin Delaney, I41A Mary Drake, MM3C Ann Emerson, TS213 Kara Rose Hearns, MM3I Wendy Ennis, KN3C

MBIA MBIA Insurance Corporation 113 King Street Armonk, NY 10504 914 765 3880 Fax: 914 755 3299 e-mail: avin.silva@mbia.com Kevin D. Silva Senior Vice President Director, Management Services Schedule "E" Ms. Jacqueline W. McCarthy Fidelity Investment Institutional Operations Company 82 Devonshire Street Boston, Massachusetts 02109

MBIA MBIA Insurance Corporation 113 King Street Armonk, NY 10504 914 765 3880 Fax: 914 755 3299 e-mail: avin.silva@mbia.com Kevin D. Silva Senior Vice President Director, Management Services Schedule "E" Ms. Jacqueline W. McCarthy Fidelity Investment Institutional Operations Company 82 Devonshire Street Boston, Massachusetts 02109 MBIA Inc. Employees Plan, MBIA Inc. Employees Profit Sharing and 401 (k) Salary Deferral Plan Dear Ms. McCarthy: This letter is sent to you in accordance with Section 7(c) of the Trust Agreement, dated as of January 1, 1992, between MBIA and Fidelity Management Trust Company. I hereby designate Neil G. Budnick, Alan Pearlman and myself, as the individuals who may provide directions upon which Fidelity Management Trust Company shall be fully protected in relying. Only one such individual need provide any direction. The signature of each designated individual is set forth below and certified to be such. You may rely upon each designation and certification set forth in this letter until I deliver to you written notice of the termination of authority of a designated individual. Very truly yours
Date: 3/10/99 /s/ Kevin D. Silva ----------------------------Kevin D. Silva Senior Vice President Director, Management Services

Designated Individuals:
/s/ Neil G. Budnick ------------------------------------Neil G. Budnick President and Chief Financial Officer /s/ Kevin D. Silva ------------------------------------Kevin D. Silva Senior Vice President Director, Management Services /s/ Alan Pearlman ------------------------------------Alan Pearlman Vice President, Manager Compensation and Benefits

NINTH AMENDMENT TO TRUST AGREEMENT BETWEEN FIDELITY MANAGEMENT TRUST COMTANY AND MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION THIS NINTH AMENDMENT, dated as of the first day of March, 1999, by and between Fidelity Management Trust Company (the "Trustee") and Municipal Bond Investors Assurance Corporation (the "Sponsor"); WITNESSETH: WHEREAS, the Trustee and the Sponsor heretofore entered into a Trust Agreement dated December 31, 1991, with regard to the MBIA Inc. Employees Pension Plan and 401 (k) Salary Deferral Plan (individually and collectively, the "Plan"); and WHEREAS, the Trustee and the Sponsor now desire to amend said Trust Agreement as provided for in Section 13 thereof, NOW THEREFORE, in consideration of the above premises the Trustee and the Sponsor hereby amend the Trust Agreement by: (1) Amending Section 4(b), Available Investment Options, by redefining "Mutual Funds" as follows: (i) securities issued by investment companies advised by Fidelity Management & Research Company ("Fidelity Mutual Funds") and certain securities issued by registered investment companies not advised by Fidelity Management & Research Company ("Non-Fidelity Mutual Funds") (collectively referred to as "Mutual Funds"). (2) Amending Section 4(d), Mutual Funds, by inserting the following sentence before the first sentence: All transactions involving Non-Fidelity Mutual Funds shall be done in accordance with the Operational Guidelines for Non-Fidelity Mutual Funds attached hereto as Schedule "H". (3) Amending the "investment options" section of Schedules "A" and "C" by adding the following: -1838 Fixed Income Fund -1838 International Equity Fund -1838 Small Cap Equity Fund (4) Amending Schedule "B" by adding "Non-Fidelity Mutual Funds" as follows: Non-Fidelity Mutual Funds: No additional fee for the 1838 Funds.

(5) Adding Schedule "H", Operational Guidelines for Non-Fidelity Mutual Funds, as attached. IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Eighth Amendment to be executed by their duly authorized officers effective as of the day and year first above written. MBIA INC. FIDELITY MANAGEMENT TRUST COMPANY
By /s/ [ILLEGIBLE] 3/11/99 ------------------------Date By ------------------------Vice President Date

Schedule "H" OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS

(5) Adding Schedule "H", Operational Guidelines for Non-Fidelity Mutual Funds, as attached. IN WITNESS WHEREOF, the Trustee and the Sponsor have caused this Eighth Amendment to be executed by their duly authorized officers effective as of the day and year first above written. MBIA INC. FIDELITY MANAGEMENT TRUST COMPANY
By /s/ [ILLEGIBLE] 3/11/99 ------------------------Date By ------------------------Vice President Date

Schedule "H" OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS Pricing By 7:00 p.m. Eastern Time ("ET") each Business Day, the Non-Fidelity Mutual Fund Vendor (Fund Vendor) will input the following information ("Price Information") into the Fidelity Participant Recordkeeping System ("FPRS") via the remote access price screen that Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"), an affiliate of the Trustee, has provided to the Fund Vendor: (1) the net asset value for each Fund at the Close of Trading, (2) the change in each Fund's net asset value from the Close of Trading on the prior Business Day, and (3) in the case of an income fund or funds, the daily accrual for interest rate factor ("mil rate"). FIIOC must receive Price Information each Business Day (a "Business Day" is any day the New York Stock Exchange is open). If on any Business Day the Fund Vendor does not provide such Price Information to FIIOC, FIIOC shall pend all associated transaction activity in the Fidelity Participant Recordkeeping System ("FPRS") until the relevant Price Information is made available by Fund Vendor. Trade Activity and Wire Transfers By 7:00 a.m. ET each Business Day following Trade Date ("Trade Date plus One"), FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each of the Funds up to 4:00 p.m. ET on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC will transmit this report to the Fund Vendor each Business Day, regardless of processing activity. In the event that data contained in the 7:00 a.m. ET facsimile transmission represents estimated trade activity, FIIOC shall provide a final facsimile to the Fund Vendor by no later than 9:00 a.m. ET. Any resulting adjustments shall be processed by the Fund Vendor at the net asset value for the prior Business Day. The Fund Vendor shall send via regular mail to FIIOC transaction confirms for all daily activity in each of the Funds. The Fund Vendor shall also send via regular mail to FIIOC, by no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC agrees to notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day. Participant Communications The Fund Vendor shall provide internally-prepared fund descriptive information approved by the Funds' legal counsel for use by FIIOC in its written participant communication materials. FHOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems

Schedule "H" OPERATIONAL GUIDELINES FOR NON-FIDELITY MUTUAL FUNDS Pricing By 7:00 p.m. Eastern Time ("ET") each Business Day, the Non-Fidelity Mutual Fund Vendor (Fund Vendor) will input the following information ("Price Information") into the Fidelity Participant Recordkeeping System ("FPRS") via the remote access price screen that Fidelity Investments Institutional Operations Company, Inc. ("FIIOC"), an affiliate of the Trustee, has provided to the Fund Vendor: (1) the net asset value for each Fund at the Close of Trading, (2) the change in each Fund's net asset value from the Close of Trading on the prior Business Day, and (3) in the case of an income fund or funds, the daily accrual for interest rate factor ("mil rate"). FIIOC must receive Price Information each Business Day (a "Business Day" is any day the New York Stock Exchange is open). If on any Business Day the Fund Vendor does not provide such Price Information to FIIOC, FIIOC shall pend all associated transaction activity in the Fidelity Participant Recordkeeping System ("FPRS") until the relevant Price Information is made available by Fund Vendor. Trade Activity and Wire Transfers By 7:00 a.m. ET each Business Day following Trade Date ("Trade Date plus One"), FIIOC will provide, via facsimile, to the Fund Vendor a consolidated report of net purchase or net redemption activity that occurred in each of the Funds up to 4:00 p.m. ET on the prior Business Day. The report will reflect the dollar amount of assets and shares to be invested or withdrawn for each Fund. FIIOC will transmit this report to the Fund Vendor each Business Day, regardless of processing activity. In the event that data contained in the 7:00 a.m. ET facsimile transmission represents estimated trade activity, FIIOC shall provide a final facsimile to the Fund Vendor by no later than 9:00 a.m. ET. Any resulting adjustments shall be processed by the Fund Vendor at the net asset value for the prior Business Day. The Fund Vendor shall send via regular mail to FIIOC transaction confirms for all daily activity in each of the Funds. The Fund Vendor shall also send via regular mail to FIIOC, by no later than the fifth Business Day following calendar month close, a monthly statement for each Fund. FIIOC agrees to notify the Fund Vendor of any balance discrepancies within twenty (20) Business Days of receipt of the monthly statement.

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day. Participant Communications The Fund Vendor shall provide internally-prepared fund descriptive information approved by the Funds' legal counsel for use by FIIOC in its written participant communication materials. FHOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone conversations with plan participants and in quarterly participant statements. The Sponsor hereby consents to FIIOC's use of such materials and acknowledges that FHOC is not responsible for the accuracy of such third-party information. FIIOC shall seek the approval of the Fund Vendor prior to retaining any other third-party vendor to render such data or materials under this Agreement. Compensation FIIOC shall be entitled to fees as set forth in a separate agreement with the Fund Vendor.

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FIRST AMENDMENT to

For purposes of wire transfers, FIIOC shall transmit a daily wire for aggregate purchase activity and the Fund Vendor shall transmit a daily wire for aggregate redemption activity, in each case including all activity across all Funds occurring on the same day. Participant Communications The Fund Vendor shall provide internally-prepared fund descriptive information approved by the Funds' legal counsel for use by FIIOC in its written participant communication materials. FHOC shall utilize historical performance data obtained from third-party vendors (currently Morningstar, Inc., FACTSET Research Systems and Lipper Analytical Services) in telephone conversations with plan participants and in quarterly participant statements. The Sponsor hereby consents to FIIOC's use of such materials and acknowledges that FHOC is not responsible for the accuracy of such third-party information. FIIOC shall seek the approval of the Fund Vendor prior to retaining any other third-party vendor to render such data or materials under this Agreement. Compensation FIIOC shall be entitled to fees as set forth in a separate agreement with the Fund Vendor.

EXECUTION COPY

FIRST AMENDMENT to SECOND AMENDED AND RESTATED CREDIT AGREEMENT among MBIA INSURANCE CORPORATION (MBIA) THE BANKS SIGNATORY HERETO RABOBANK NEDERLAND New York Branch as Administrative Agent and DEUTSCHE BANK AG New York Branch as Documentation Agent

Dated as of October 1, 1998

FIRST AMENDMENT THIS FIRST AMENDMENT, dated as of October 1, 1998 (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), COOPERATIEVE CENTRALE

EXECUTION COPY

FIRST AMENDMENT to SECOND AMENDED AND RESTATED CREDIT AGREEMENT among MBIA INSURANCE CORPORATION (MBIA) THE BANKS SIGNATORY HERETO RABOBANK NEDERLAND New York Branch as Administrative Agent and DEUTSCHE BANK AG New York Branch as Documentation Agent

Dated as of October 1, 1998

FIRST AMENDMENT THIS FIRST AMENDMENT, dated as of October 1, 1998 (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), COOPERATIEVE 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"); WHEREAS, the parties hereto are parties to the Second Amended and Restated Credit Agreement, dated as of October 1, 1997 (the "Credit Agreement"); WHEREAS, Credit Suisse First Boston, New York Branch, desires to resign as Administrative Agent for the Banks; the Majority Banks, with the consent of MBIA, desire to appoint Rabobank as successor Administrative Agent pursuant to the terms of the Credit Agreement, and Rabobank is willing to accept such appointment; and WHEREAS, the parties hereto desire, upon the terms and subject to the conditions hereinafter set forth, to extend the Expiration Date (as defined below) 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

FIRST AMENDMENT THIS FIRST AMENDMENT, dated as of October 1, 1998 (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), COOPERATIEVE 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"); WHEREAS, the parties hereto are parties to the Second Amended and Restated Credit Agreement, dated as of October 1, 1997 (the "Credit Agreement"); WHEREAS, Credit Suisse First Boston, New York Branch, desires to resign as Administrative Agent for the Banks; the Majority Banks, with the consent of MBIA, desire to appoint Rabobank as successor Administrative Agent pursuant to the terms of the Credit Agreement, and Rabobank is willing to accept such appointment; and WHEREAS, the parties hereto desire, upon the terms and subject to the conditions hereinafter set forth, to extend the Expiration Date (as defined below) 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. Amendments. (a) Section 3.3 of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "Section 3.3 Extension of Commitments. The Expiration Date may be extended from time to time with the consent of the Administrative Agent and all Banks (other than Nonextending Banks whose Commitments have been terminated), each in their sole discretion, as provided in this Section 3.3. Not later than August 1, 1999, and not later than each August 1 thereafter in respect of succeeding one-year extension periods provided

for below, or such later date to which the Administrative Agent and the Majority Banks may consent in writing, MBIA may notify the Administrative Agent if MBIA desires to have the Expiration Date extended for a period of one year from the date on which it is then scheduled to occur. The Administrative Agent shall promptly give the Banks notice of its receipt of any such request and shall request each Bank to consent to such extension, unless the Administrative Agent has determined to withhold its consent to such extension. Such notice and request from the Administrative Agent to the Banks may be given by the Administrative Agent subject to a reservation by the Administrative Agent of its right to withhold consent to such extension at a later date. Each Bank which elects to give its consent to such extension shall deliver such consent to the Administrative Agent and MBIA prior to the later to occur of (a) 90 days following the date of MBIA'S request and (b) the August 1 of the year which is six years prior to then scheduled Expiration Date (or in each case such later date to which the Administrative Agent and MBIA have consented). Any Bank which has not given its consent within such period shall be deemed to be a "Nonextending Bank", and MBIA shall have the right at any time thereafter to elect to terminate the Commitment of such Nonextending Bank by not less than five Business Days' prior notice to such Nonextending Bank and the Administrative Agent unless, prior to the effectiveness of such termination, (i) any Loan has been made or (ii) any Default or Event of Default has occurred and is continuing. Any such termination shall be

for below, or such later date to which the Administrative Agent and the Majority Banks may consent in writing, MBIA may notify the Administrative Agent if MBIA desires to have the Expiration Date extended for a period of one year from the date on which it is then scheduled to occur. The Administrative Agent shall promptly give the Banks notice of its receipt of any such request and shall request each Bank to consent to such extension, unless the Administrative Agent has determined to withhold its consent to such extension. Such notice and request from the Administrative Agent to the Banks may be given by the Administrative Agent subject to a reservation by the Administrative Agent of its right to withhold consent to such extension at a later date. Each Bank which elects to give its consent to such extension shall deliver such consent to the Administrative Agent and MBIA prior to the later to occur of (a) 90 days following the date of MBIA'S request and (b) the August 1 of the year which is six years prior to then scheduled Expiration Date (or in each case such later date to which the Administrative Agent and MBIA have consented). Any Bank which has not given its consent within such period shall be deemed to be a "Nonextending Bank", and MBIA shall have the right at any time thereafter to elect to terminate the Commitment of such Nonextending Bank by not less than five Business Days' prior notice to such Nonextending Bank and the Administrative Agent unless, prior to the effectiveness of such termination, (i) any Loan has been made or (ii) any Default or Event of Default has occurred and is continuing. Any such termination shall be effective on the date specified in such notice." (b) The following definitions contained in Exhibit A to the Credit Agreement are hereby amended and restated to read in its entireties as follows: "'Base Rate' shall mean the higher of (i) the rate of interest announced by Cooperatieve Centrale RaiffeisenBoerenleenbank B.A. "Rabobank Nederland", New York Branch, in New York City from time to time as its base rate, each change in such fluctuating interest rate to take effect simultaneously with the corresponding change in such base rate, but in no event in excess of the maximum interest rate permitted by applicable law and (ii) 1/2 of 1% per annum above the Bank's Federal Funds Rate (as defined below) for overnight funds. For such purpose, the 'Federal Funds Rate' shall mean, for any day, the fluctuating interest rate per annum at which said branch, as a branch of a foreign bank, in its sole discretion, can acquire federal funds in the New York City interbank term (or overnight, as the case may be) federal funds market or other funding sources available to said branch, through brokers of recognized standing, for a period and in an amount comparable to the period and amount requested by MBIA." "'Commitment Period' shall mean initially the period commencing on October 1, 1998 and ending on October 31, 2005 (or, if such day is not a Business Day, on the next preceding Business Day) and, from and after the date of any extension of the Expiration Date pursuant to Section 3.3 to a date later than October 31, 2005), shall mean the period commencing on the first day of November which immediately follows the 31st day of October which is seven years prior to the Expiration Date, and ending on the Expiration Date (or, if such day is not a Business Day, on the next preceding Business Day)." -3-

"'Expiration Date' shall mean the date on which the right to obtain Loans terminates, initially October 31, 2005, as such date may be extended pursuant to Section 3.3." Section 1.3 Commitments. (a) The respective Commitments of the Banks are hereby amended so that, from and after October 7, 1998 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. (b) The parties acknowledge that, after giving effect to certain notices of changes of address delivered on or prior to the date hereof, the respective addresses of the Banks for purposes of Section 10.7 of the Credit Agreement are as set forth on Schedule 1 to this Amendment. Section 1.4. Succession of Administrative Agent (a) Credit Suisse First Boston, New York Branch, hereby confirms that it has resigned as Administrative Agent, effective as of October 7, 1998. The Banks hereby waive notice of such resignation and hereby appoint

"'Expiration Date' shall mean the date on which the right to obtain Loans terminates, initially October 31, 2005, as such date may be extended pursuant to Section 3.3." Section 1.3 Commitments. (a) The respective Commitments of the Banks are hereby amended so that, from and after October 7, 1998 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. (b) The parties acknowledge that, after giving effect to certain notices of changes of address delivered on or prior to the date hereof, the respective addresses of the Banks for purposes of Section 10.7 of the Credit Agreement are as set forth on Schedule 1 to this Amendment. Section 1.4. Succession of Administrative Agent (a) Credit Suisse First Boston, New York Branch, hereby confirms that it has resigned as Administrative Agent, effective as of October 7, 1998. The Banks hereby waive notice of such resignation and hereby appoint Rabobank as successor Administrative Agent effective as of October 7, 1998, and MBIA hereby waives notice of such resignation and consents to such appointment, in each case pursuant to Section 8.7 of the Credit Agreement. The parties acknowledge that Rabobank, in its capacity as successor Administrative Agent, automatically and without further action of the parties becomes the successor Collateral Agent under the Security Agreement. The parties further acknowledge and hereby confirm that, as provided in Section 8.7 of the Credit Agreement, the provisions of Sections 8.2 through 8.5 of the Credit Agreement shall continue to inure to the benefit Credit Suisse First Boston, New York Branch, and its successors and assigns, in respect of any action taken or omitted to be taken by it in its capacity as Agent while it was an Agent under the Credit Agreement or any Loan Document, notwithstanding its resignation as an Agent thereunder. (b) From and after October 7, 1998, (i) the address of the Administrative Agent and the Collateral Agent for purposes of the Credit Agreement and Security Agreement shall be: 245 Park Avenue New York, New York 10167-0062 Attention: Angela Reilly Telecopy: (212) 309-5139 or as the Administrative Agent may direct by written notice to all other parties to the Credit Agreement; (ii) the Payment Office of the Administrative Agent shall be 245 Park Avenue, New York, New York 101670062, or such other office as the Administrative Agent may from time to time designate by notice to MBIA; and -4-

(iii) each Note and Fronting Bank Note shall be payable at the office of the Administrative Agent at 245 Park Avenue, New York, New York 10167-0062, or such other office as the Administrative Agent may from time to time designate by notice to MBIA and the holder of such Note. (c) From and after October 7, 1998, each reference in the Credit Agreement (including in the exhibits thereto), the Notes, the Security Agreement, each Fronting Bank Supplement and the other Loan Documents to the name or address of the Administrative Agent shall be deemed to be (and, to the extent required, is hereby amended to be) a reference to the name or address, as the case may be, of Rabobank as set forth herein. (d) Each Bank hereby agrees to attach a copy of this Amendment to each Note and Fronting Bank Note held by it prior to any assignment or other transfer thereof or of any interest therein by such Bank, unless such Note or Fronting Bank Note has been issued or reissued by MBIA on or after the date of this Amendment and specifies the place of payment described in Section 1.4(b)(iii) above.

(iii) each Note and Fronting Bank Note shall be payable at the office of the Administrative Agent at 245 Park Avenue, New York, New York 10167-0062, or such other office as the Administrative Agent may from time to time designate by notice to MBIA and the holder of such Note. (c) From and after October 7, 1998, each reference in the Credit Agreement (including in the exhibits thereto), the Notes, the Security Agreement, each Fronting Bank Supplement and the other Loan Documents to the name or address of the Administrative Agent shall be deemed to be (and, to the extent required, is hereby amended to be) a reference to the name or address, as the case may be, of Rabobank as set forth herein. (d) Each Bank hereby agrees to attach a copy of this Amendment to each Note and Fronting Bank Note held by it prior to any assignment or other transfer thereof or of any interest therein by such Bank, unless such Note or Fronting Bank Note has been issued or reissued by MBIA on or after the date of this Amendment and specifies the place of payment described in Section 1.4(b)(iii) above. (e) MBIA and Credit Suisse First Boston, New York Branch, hereby agree that the Agent Fee Letter, dated October 7, 1997, between them is hereby terminated effective as of appointment of Rabobank as successor Administrative Agent hereunder. (f) MBIA hereby agrees to deliver to the Rabobank, as Administrative Agent, promptly after the effectiveness of its appointment as Administrative Agent hereunder, a true and complete copy of Exhibit E to the Credit Agreement (list of insured obligations excluded from the Covered Portfolio), as most recently updated pursuant to the definition of "Covered Portfolio" contained in Exhibit A to the Credit Agreement. ARTICLE 2 CONDITIONS PRECEDENT Section 2. 1. Conditions Precedent to Amendment Effective Date. The provisions of Article I hereof shall become effective as of October 7, 1998 when this Amendment shall have been executed and delivered by MBIA, Rabobank, Credit Suisse First Boston, New York Branch, Deutsche Bank AG, New York Branch, as Documentation Agent, and each Bank and, except in the case of the provisions of Section 1.4, when the following conditions have been fulfilled to the reasonable satisfaction of the Agents. If such conditions shall not have been satisfied on or prior to October 13, 1998, this provisions of Article 1 (other than Section 1.4 thereof) shall not be given effect unless otherwise consented to by the Agents and the Majority Banks, but otherwise this Amendment shall remain in full force and effect. (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. -5-

(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, 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

(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, 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 October 7, 1997, there has been no amendment, modification or revocation of the articles of incorporation or by-laws of MBIA; (iii) opinions of the General Counsel of MBIA and Kutak Rock, MBIA's counsel, each dated October 7, 1998, 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) The Bank Fee Letter shall have been modified in a manner satisfactory to MBIA and the Agents and consented to by all of the Banks. (e) MBIA shall have entered into a replacement Agent Fee Letter with Rabobank, as Administrative Agent, in form and substance satisfactory to Rabobank. (f) 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 7, 1998, in a principal amount equal to the amount of its Commitment or of the increase in its Commitment, as applicable. -6-

(g) 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. (h) Credit Suisse First Boston, New York Branch, as resigning Collateral Agent, shall have executed and delivered to Rabobank, as Collateral Agent, assignments of each effective financing statement with respect to the Security Agreement. (i) Termination letters shall be executed by each of the Banks terminating its Commitment. (j) 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.

(g) 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. (h) Credit Suisse First Boston, New York Branch, as resigning Collateral Agent, shall have executed and delivered to Rabobank, as Collateral Agent, assignments of each effective financing statement with respect to the Security Agreement. (i) Termination letters shall be executed by each of the Banks terminating its Commitment. (j) 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 Agents 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 Agents hereunder, the Agents 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, -7-

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. 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.

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. 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. (i) 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, 1997, 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, 1997, and (ii) the unaudited consolidated and consolidating balance sheets of MBIA Inc. and its subsidiaries as of March 31 and June 30, 1998, and the related consolidated statements of income, changes in stockholders' equity and cash flows for the three months ended March 31, 1998, the six months ended June 30, 1998. 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, 1998. (ii) 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, 1997 and its quarterly statements and financial statements as filed with the Department for the periods ended March 31, 1998 and June 30, 1998. 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 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. (iii) 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, 1997, its quarterly reports on Form 10-Q of MBIA Inc. for each of the quarters ended March 31, 1998 and June 30, 1998 and each current report on Form 8-K filed by MBIA Inc. on or after January 1, 1998, each as filed with the Securities and Exchange Commission. Such annual, quarterly and current reports were prepared in -8-

accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 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 MBIA has heretofore supplied to Rabobank copies of each such form which was earlier supplied to Credit Suisse First Boston, New York Branch, as Administrative Agent, or to the Documentation Agent and has heretofore disclosed to Rabobank the underwriting criteria which was earlier disclosed to Credit Suisse First Boston, New York Branch, as

accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. 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 MBIA has heretofore supplied to Rabobank copies of each such form which was earlier supplied to Credit Suisse First Boston, New York Branch, as Administrative Agent, or to the Documentation Agent and has heretofore disclosed to Rabobank the underwriting criteria which was earlier disclosed to Credit Suisse First Boston, New York Branch, as Administrative Agent, or to the Documentation Agent. Section 3.6. Confirmation of Representations and Warranties. MBIA hereby confirms that its representations and warranties set forth in the Credit Agreement (including without limitation those set forth in Article 5 of the Restated 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 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 -9-

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. Severabilily. 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. 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

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. Severabilily. 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. 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. 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/ Julliette S. Tehrani ---------------------------------------Name: Julliette S. Tehrani Title: Executive Vice President CFO & Treasurer

-10-

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A. "RABOBANK NEDERLAND", New York Branch, as successor Administrative Agent and as a Bank
By /s/ [ILLEGIBLE] ---------------------------------------Name: [INITIALED] Title:

By /s/ Dana W. Hemenway ---------------------------------------Name: Dana W. Hemenway Title: Vice President

-11-

COOPERATIEVE CENTRALE RAIFFEISEN BOERENLEENBANK B.A. "RABOBANK NEDERLAND", New York Branch, as successor Administrative Agent and as a Bank
By /s/ [ILLEGIBLE] ---------------------------------------Name: [INITIALED] Title:

By /s/ Dana W. Hemenway ---------------------------------------Name: Dana W. Hemenway Title: Vice President

-11-

DEUTSCHE BANK, AG, New York Branch, as Documentation Agent and as a Bank
By /s/ John S. McGill ---------------------------------------Name: John S. McGill Title: Vice President

By /s/ Gayma Z. Shivriarain ---------------------------------------Name: Gayma Z. Shivriarain Title: Vice President

-12-

CREDIT SUISSE FIRST BOSTON, New York Branch, as resigning Administrative Agent and as a Bank
By /s/ Jay Chall ---------------------------------------Name: Jay Chall Title: Director

By /s/ Andrea E. Shkane ---------------------------------------Name: Andrea E. Shkane Title: Vice President

-13-

CAISSE DES DEPOTS ET CONSIGNATIONS, as a credit facility provider
By /s/ D.L. Askren ----------------------------------------

DEUTSCHE BANK, AG, New York Branch, as Documentation Agent and as a Bank
By /s/ John S. McGill ---------------------------------------Name: John S. McGill Title: Vice President

By /s/ Gayma Z. Shivriarain ---------------------------------------Name: Gayma Z. Shivriarain Title: Vice President

-12-

CREDIT SUISSE FIRST BOSTON, New York Branch, as resigning Administrative Agent and as a Bank
By /s/ Jay Chall ---------------------------------------Name: Jay Chall Title: Director

By /s/ Andrea E. Shkane ---------------------------------------Name: Andrea E. Shkane Title: Vice President

-13-

CAISSE DES DEPOTS ET CONSIGNATIONS, as a credit facility provider
By /s/ D.L. Askren ---------------------------------------Name: D.L. Askren Title: Authorized Signer

By

/s/ [ILLEGIBLE] ---------------------------------------Name: [ILLEGIBLE] Title: Authorized Signer

-14-

BAYERISCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Scott Allison ---------------------------------------Name: Scott Allison

CREDIT SUISSE FIRST BOSTON, New York Branch, as resigning Administrative Agent and as a Bank
By /s/ Jay Chall ---------------------------------------Name: Jay Chall Title: Director

By /s/ Andrea E. Shkane ---------------------------------------Name: Andrea E. Shkane Title: Vice President

-13-

CAISSE DES DEPOTS ET CONSIGNATIONS, as a credit facility provider
By /s/ D.L. Askren ---------------------------------------Name: D.L. Askren Title: Authorized Signer

By

/s/ [ILLEGIBLE] ---------------------------------------Name: [ILLEGIBLE] Title: Authorized Signer

-14-

BAYERISCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Scott Allison ---------------------------------------Name: Scott Allison Title: First Vice President /s/ Alexander Kohnert ---------------------------------------Name: Alexander Kohnert Title: Vice President

By

-15-

LANDESBANK HESSEN-THURINGEN GIROZENTRALE, New York Branch, as a Bank
By /s/ Lisa S. Pent ---------------------------------------Name: Lisa S. Pent

CAISSE DES DEPOTS ET CONSIGNATIONS, as a credit facility provider
By /s/ D.L. Askren ---------------------------------------Name: D.L. Askren Title: Authorized Signer

By

/s/ [ILLEGIBLE] ---------------------------------------Name: [ILLEGIBLE] Title: Authorized Signer

-14-

BAYERISCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Scott Allison ---------------------------------------Name: Scott Allison Title: First Vice President /s/ Alexander Kohnert ---------------------------------------Name: Alexander Kohnert Title: Vice President

By

-15-

LANDESBANK HESSEN-THURINGEN GIROZENTRALE, New York Branch, as a Bank
By /s/ Lisa S. Pent ---------------------------------------Name: Lisa S. Pent Title: Senior Vice President Manager /s/ John A. Sarno ---------------------------------------Name: John A. Sarno Title: President & Portfolio Manager

By

-16-

LLOYDS BANK PLC
By /s/ Amy Vespasiano ---------------------------------------Name: AMY VESPASIANO Title: VICE PRESIDENT STRUCTURED FINANCE

BAYERISCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Scott Allison ---------------------------------------Name: Scott Allison Title: First Vice President /s/ Alexander Kohnert ---------------------------------------Name: Alexander Kohnert Title: Vice President

By

-15-

LANDESBANK HESSEN-THURINGEN GIROZENTRALE, New York Branch, as a Bank
By /s/ Lisa S. Pent ---------------------------------------Name: Lisa S. Pent Title: Senior Vice President Manager /s/ John A. Sarno ---------------------------------------Name: John A. Sarno Title: President & Portfolio Manager

By

-16-

LLOYDS BANK PLC
By /s/ Amy Vespasiano ---------------------------------------Name: AMY VESPASIANO Title: VICE PRESIDENT STRUCTURED FINANCE

V024
By /s/ Louise Miller ---------------------------------------Name: Louise Miller Title: Assistant Vice President Structured Finance

M256 -17-

WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank

LANDESBANK HESSEN-THURINGEN GIROZENTRALE, New York Branch, as a Bank
By /s/ Lisa S. Pent ---------------------------------------Name: Lisa S. Pent Title: Senior Vice President Manager /s/ John A. Sarno ---------------------------------------Name: John A. Sarno Title: President & Portfolio Manager

By

-16-

LLOYDS BANK PLC
By /s/ Amy Vespasiano ---------------------------------------Name: AMY VESPASIANO Title: VICE PRESIDENT STRUCTURED FINANCE

V024
By /s/ Louise Miller ---------------------------------------Name: Louise Miller Title: Assistant Vice President Structured Finance

M256 -17-

WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Lillian Tung Lum ---------------------------------------Name: Lillian Tung Lum Title: Vice President /s/ Anne T. McKenna ---------------------------------------Name: Anne T. McKenna Title: Associate

By

-18-

FLEET NATIONAL BANK, as a Bank
By /s/ E.B. Shelley

LLOYDS BANK PLC
By /s/ Amy Vespasiano ---------------------------------------Name: AMY VESPASIANO Title: VICE PRESIDENT STRUCTURED FINANCE

V024
By /s/ Louise Miller ---------------------------------------Name: Louise Miller Title: Assistant Vice President Structured Finance

M256 -17-

WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Lillian Tung Lum ---------------------------------------Name: Lillian Tung Lum Title: Vice President /s/ Anne T. McKenna ---------------------------------------Name: Anne T. McKenna Title: Associate

By

-18-

FLEET NATIONAL BANK, as a Bank
By /s/ E.B. Shelley ---------------------------------------Name: E.B. Shelley Title: Vice President

-19-

THE CHASE MANHATTAN BANK, as a Bank
By /s/ Helen L. Newcomb ---------------------------------------Name: Helen L. Newcomb Title: Vice President

WESTDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Lillian Tung Lum ---------------------------------------Name: Lillian Tung Lum Title: Vice President /s/ Anne T. McKenna ---------------------------------------Name: Anne T. McKenna Title: Associate

By

-18-

FLEET NATIONAL BANK, as a Bank
By /s/ E.B. Shelley ---------------------------------------Name: E.B. Shelley Title: Vice President

-19-

THE CHASE MANHATTAN BANK, as a Bank
By /s/ Helen L. Newcomb ---------------------------------------Name: Helen L. Newcomb Title: Vice President

-20-

DEUTSCHE GIROZENTRALE DEUTSCHE KOMMUNALBANK, as a Bank
By /s/ Dr. N. Hasslinger ---------------------------------------Name: Dr. N. Hasslinger Title: Senior Vice President /s/ St. Wagner ---------------------------------------Name: St. Wagner Title: Vice President

By

-21-

BANCO SANTANDER, S.A., New York Branch, as a Bank
By /s/ Edward M. O'Loghien ----------------------------------------

FLEET NATIONAL BANK, as a Bank
By /s/ E.B. Shelley ---------------------------------------Name: E.B. Shelley Title: Vice President

-19-

THE CHASE MANHATTAN BANK, as a Bank
By /s/ Helen L. Newcomb ---------------------------------------Name: Helen L. Newcomb Title: Vice President

-20-

DEUTSCHE GIROZENTRALE DEUTSCHE KOMMUNALBANK, as a Bank
By /s/ Dr. N. Hasslinger ---------------------------------------Name: Dr. N. Hasslinger Title: Senior Vice President /s/ St. Wagner ---------------------------------------Name: St. Wagner Title: Vice President

By

-21-

BANCO SANTANDER, S.A., New York Branch, as a Bank
By /s/ Edward M. O'Loghien ---------------------------------------Name: Edward M. O'Loghien Title: Vice President Asset Backed Finance Group /s/ John Hennessy ---------------------------------------Name: JOHN HENNESSY Title: MANAGER ASSET BACKED FINANCE GROUP

By

-22-

KBC BANK, N.V., as a Bank
By /s/ Robert Snauffer

THE CHASE MANHATTAN BANK, as a Bank
By /s/ Helen L. Newcomb ---------------------------------------Name: Helen L. Newcomb Title: Vice President

-20-

DEUTSCHE GIROZENTRALE DEUTSCHE KOMMUNALBANK, as a Bank
By /s/ Dr. N. Hasslinger ---------------------------------------Name: Dr. N. Hasslinger Title: Senior Vice President /s/ St. Wagner ---------------------------------------Name: St. Wagner Title: Vice President

By

-21-

BANCO SANTANDER, S.A., New York Branch, as a Bank
By /s/ Edward M. O'Loghien ---------------------------------------Name: Edward M. O'Loghien Title: Vice President Asset Backed Finance Group /s/ John Hennessy ---------------------------------------Name: JOHN HENNESSY Title: MANAGER ASSET BACKED FINANCE GROUP

By

-22-

KBC BANK, N.V., as a Bank
By /s/ Robert Snauffer ---------------------------------------Name: ROBERT SNAUFFER Title: FIRST VICE PRESIDENT /s/ Marcel Claes ---------------------------------------Name: MARCEL CLAES Title: DEPUTY GENERAL MANAGER

By

-23-

DEUTSCHE GIROZENTRALE DEUTSCHE KOMMUNALBANK, as a Bank
By /s/ Dr. N. Hasslinger ---------------------------------------Name: Dr. N. Hasslinger Title: Senior Vice President /s/ St. Wagner ---------------------------------------Name: St. Wagner Title: Vice President

By

-21-

BANCO SANTANDER, S.A., New York Branch, as a Bank
By /s/ Edward M. O'Loghien ---------------------------------------Name: Edward M. O'Loghien Title: Vice President Asset Backed Finance Group /s/ John Hennessy ---------------------------------------Name: JOHN HENNESSY Title: MANAGER ASSET BACKED FINANCE GROUP

By

-22-

KBC BANK, N.V., as a Bank
By /s/ Robert Snauffer ---------------------------------------Name: ROBERT SNAUFFER Title: FIRST VICE PRESIDENT /s/ Marcel Claes ---------------------------------------Name: MARCEL CLAES Title: DEPUTY GENERAL MANAGER

By

-23-

NORDDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Stephanie Finnen ---------------------------------------Name: Stephanie Finnen Title: VP /s/ Stephen K. Hunter ---------------------------------------Name: Stephen K. Hunter Title: SVP

By

BANCO SANTANDER, S.A., New York Branch, as a Bank
By /s/ Edward M. O'Loghien ---------------------------------------Name: Edward M. O'Loghien Title: Vice President Asset Backed Finance Group /s/ John Hennessy ---------------------------------------Name: JOHN HENNESSY Title: MANAGER ASSET BACKED FINANCE GROUP

By

-22-

KBC BANK, N.V., as a Bank
By /s/ Robert Snauffer ---------------------------------------Name: ROBERT SNAUFFER Title: FIRST VICE PRESIDENT /s/ Marcel Claes ---------------------------------------Name: MARCEL CLAES Title: DEPUTY GENERAL MANAGER

By

-23-

NORDDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Stephanie Finnen ---------------------------------------Name: Stephanie Finnen Title: VP /s/ Stephen K. Hunter ---------------------------------------Name: Stephen K. Hunter Title: SVP

By

-24-

CREDIT LOCAL DE FRANCE, New York Agency, as a Bank
By /s/ David Weinstein ---------------------------------------Name: DAVID WEINSTEIN Title: VICE PRESIDENT By /s/ James R. Miller ---------------------------------------Name: JAMES R. MILLER Title: GENERAL MANAGER

KBC BANK, N.V., as a Bank
By /s/ Robert Snauffer ---------------------------------------Name: ROBERT SNAUFFER Title: FIRST VICE PRESIDENT /s/ Marcel Claes ---------------------------------------Name: MARCEL CLAES Title: DEPUTY GENERAL MANAGER

By

-23-

NORDDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Stephanie Finnen ---------------------------------------Name: Stephanie Finnen Title: VP /s/ Stephen K. Hunter ---------------------------------------Name: Stephen K. Hunter Title: SVP

By

-24-

CREDIT LOCAL DE FRANCE, New York Agency, as a Bank
By /s/ David Weinstein ---------------------------------------Name: DAVID WEINSTEIN Title: VICE PRESIDENT By /s/ James R. Miller ---------------------------------------Name: JAMES R. MILLER Title: GENERAL MANAGER CLF NY AGENCY

-25-

THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
By /s/ Louis DiFranco ---------------------------------------Name: LOUIS DIFRANCO Title: VICE PRESIDENT

-26-

NORDDEUTSCHE LANDESBANK GIROZENTRALE, New York Branch, as a Bank
By /s/ Stephanie Finnen ---------------------------------------Name: Stephanie Finnen Title: VP /s/ Stephen K. Hunter ---------------------------------------Name: Stephen K. Hunter Title: SVP

By

-24-

CREDIT LOCAL DE FRANCE, New York Agency, as a Bank
By /s/ David Weinstein ---------------------------------------Name: DAVID WEINSTEIN Title: VICE PRESIDENT By /s/ James R. Miller ---------------------------------------Name: JAMES R. MILLER Title: GENERAL MANAGER CLF NY AGENCY

-25-

THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
By /s/ Louis DiFranco ---------------------------------------Name: LOUIS DIFRANCO Title: VICE PRESIDENT

-26-

EXHIBIT A TO FIRST AMENDMENT Form of Opinion of General Counsel of MBIA [date] Each of the Banks which are parties to the Credit Agreement referred to herein c/o Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank Nederland"), New York Branch as Administrative Agent 245 Park Avenue New York, New York 10167-0062

CREDIT LOCAL DE FRANCE, New York Agency, as a Bank
By /s/ David Weinstein ---------------------------------------Name: DAVID WEINSTEIN Title: VICE PRESIDENT By /s/ James R. Miller ---------------------------------------Name: JAMES R. MILLER Title: GENERAL MANAGER CLF NY AGENCY

-25-

THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
By /s/ Louis DiFranco ---------------------------------------Name: LOUIS DIFRANCO Title: VICE PRESIDENT

-26-

EXHIBIT A TO FIRST AMENDMENT Form of Opinion of General Counsel of MBIA [date] Each of the Banks which are parties to the Credit Agreement referred to herein c/o Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank Nederland"), New York Branch as Administrative Agent 245 Park Avenue New York, New York 10167-0062 Cooperatieve 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 1, 1998, to Second Amended and Restated Credit Agreement dated as of October 1, 1997, with MBIA Insurance Corporation Ladies and Gentlemen: I am General Counsel of MBIA Insurance Corporation, a New York stock insurance corporation ("MBIA").

THE FIRST NATIONAL BANK OF CHICAGO, as a Bank
By /s/ Louis DiFranco ---------------------------------------Name: LOUIS DIFRANCO Title: VICE PRESIDENT

-26-

EXHIBIT A TO FIRST AMENDMENT Form of Opinion of General Counsel of MBIA [date] Each of the Banks which are parties to the Credit Agreement referred to herein c/o Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank Nederland"), New York Branch as Administrative Agent 245 Park Avenue New York, New York 10167-0062 Cooperatieve 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 1, 1998, to Second Amended and Restated Credit Agreement dated as of October 1, 1997, with MBIA Insurance Corporation Ladies and Gentlemen: I am General Counsel of MBIA Insurance Corporation, a New York stock insurance corporation ("MBIA"). This opinion is being given in connection with First Amendment, dated as of October 1, 1998 (the "Amendment"), to the Second Amended and Restated Credit Agreement dated as of October 1, 1997 (as amended by the Amendment, the "Credit Agreement") among MBIA, Cooperatieve Centrale RaiffeisenBoerenleenbank B.A. (Rabobank Nederland), New York Branch, as a Bank and as Administrative Agent, Deutsche Bank AG, New York Branch, as a Bank and as Documentation Agent, 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. As 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 A-1

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

EXHIBIT A TO FIRST AMENDMENT Form of Opinion of General Counsel of MBIA [date] Each of the Banks which are parties to the Credit Agreement referred to herein c/o Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank Nederland"), New York Branch as Administrative Agent 245 Park Avenue New York, New York 10167-0062 Cooperatieve 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 1, 1998, to Second Amended and Restated Credit Agreement dated as of October 1, 1997, with MBIA Insurance Corporation Ladies and Gentlemen: I am General Counsel of MBIA Insurance Corporation, a New York stock insurance corporation ("MBIA"). This opinion is being given in connection with First Amendment, dated as of October 1, 1998 (the "Amendment"), to the Second Amended and Restated Credit Agreement dated as of October 1, 1997 (as amended by the Amendment, the "Credit Agreement") among MBIA, Cooperatieve Centrale RaiffeisenBoerenleenbank B.A. (Rabobank Nederland), New York Branch, as a Bank and as Administrative Agent, Deutsche Bank AG, New York Branch, as a Bank and as Documentation Agent, 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. As 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 A-1

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: (a) 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

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: (a) 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, the additional Notes dated October 7, 1998 being issued to certain parties, the amended and restated Bank Fee Letter dated as of October 7, 1998 and the replacement Agent Fee Letter dated as of October 7, 1998 (the "Transaction Documents"). (b) 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 of 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. (c) 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. (d) 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. A-2

(e) 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. (f) 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

(e) 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. (f) 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. (g) 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, [General Counsel] A-3

EXHIBIT B TO FIRST AMENDMENT Form of Opinion of Kutak, Rack [date] Each of the Banks which are parties to the Credit Agreement referred to herein c/o Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank Nederland"), New York Branch as Administrative Agent 245 Park Avenue New York, New York 10167-0062 Cooperatieve 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 100 1 9 Re: First Amendment, dated as of October 1, 1998, to Second Amended and Restated Credit Agreement dated as of October 1, 1997, with MBIA Insurance Corporation Ladies and Gentlemen:

EXHIBIT B TO FIRST AMENDMENT Form of Opinion of Kutak, Rack [date] Each of the Banks which are parties to the Credit Agreement referred to herein c/o Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. ("Rabobank Nederland"), New York Branch as Administrative Agent 245 Park Avenue New York, New York 10167-0062 Cooperatieve 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 100 1 9 Re: First Amendment, dated as of October 1, 1998, to Second Amended and Restated Credit Agreement dated as of October 1, 1997, with MBIA Insurance Corporation Ladies and Gentlemen: This opinion is furnished to you in connection with the First Amendment, dated as of October 1, 1998 (the "Amendment"), to the Second Amended and Restated Credit Agreement dated as of October 1, 1997 (as amended by the Amendment, the "Credit Agreement") among MBIA, Cooperatieve Centrale RaiffeisenBoerenleenbank B.A. (Rabobank Nederland), New York Branch, as a Bank and as Administrative Agent, Deutsche Bank AG, New York Branch, as a Bank and as Documentation Agent, 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, the additional Notes dated October 7, 1998 being issued to certain parties, the amended and restated Bank Fee Letter dated as of October 7, 1998 and the replacement Agent Fee Letter dated as of October 7, 1998. B-1

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:

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. 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 B-2

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 November 30, 1993, delivered in connection with the first restatement of the 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 (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. We note that the filing of an assignment of filed financing statements by the predecessor Collateral Agent to the successor Collateral Agent pursuant to Section 9-405 of the UCC may be

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 November 30, 1993, delivered in connection with the first restatement of the 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 (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. We note that the filing of an assignment of filed financing statements by the predecessor Collateral Agent to the successor Collateral Agent pursuant to Section 9-405 of the UCC may be required for the successor Collateral Agent to exercise certain rights of a secured party of record with respect to such financing statements. 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 famished 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, B-3

SCHEDULE 1 TO FIRST AMENDMENT BANKS ADDRESSES AND COMMITMENTS Rabo Deutsche order of comm./alpha
Name and Notice Address of Bank ------------------------------Cooperative Centrale RaiffeisenBoerenleenbank B.A. "Rabobank Nederland", New York Branch 245 Park Avenue New York, NY 10167 Attn: Angela R. Reilly Deutsche Bank AG, New York Branch 31 West 52nd Street New York, NY 10019 Attn: Clinton W. Johnson, Director Caisse des Depots et Consignations CDC North America, Inc. 9 West 57th Street - 36th Floor New York, NY 10019 Attn: David L. Askren, Senior Vice President Credit Suisse First Boston, Eleven Madison Avenue New York, NY 10010-3629 Attn: James Lee Bayerische Landesbank Girozentrale, New York Branch 560 Lexington Avenue New York, NY 10022 Attn: Scott Allison Commitment ---------$100,000,000

$165,000,000

$100,000,000

$100,000,000

$50,000,000

SCHEDULE 1 TO FIRST AMENDMENT BANKS ADDRESSES AND COMMITMENTS Rabo Deutsche order of comm./alpha
Name and Notice Address of Bank ------------------------------Cooperative Centrale RaiffeisenBoerenleenbank B.A. "Rabobank Nederland", New York Branch 245 Park Avenue New York, NY 10167 Attn: Angela R. Reilly Deutsche Bank AG, New York Branch 31 West 52nd Street New York, NY 10019 Attn: Clinton W. Johnson, Director Caisse des Depots et Consignations CDC North America, Inc. 9 West 57th Street - 36th Floor New York, NY 10019 Attn: David L. Askren, Senior Vice President Credit Suisse First Boston, Eleven Madison Avenue New York, NY 10010-3629 Attn: James Lee Bayerische Landesbank Girozentrale, New York Branch 560 Lexington Avenue New York, NY 10022 Attn: Scott Allison Commitment ---------$100,000,000

$165,000,000

$100,000,000

$100,000,000

$50,000,000

Landesbank Hessen-Thuringen Girozentrale, New York Branch 420 Fifth Avenue New York, NY 10018 Attn: Lisa Pent Lloyds Bank Plc, New York Branch 575 Fifth Avenue, 18th Floor New York, NY 10017 Attn: Louise Miller Westdeutsche Landesbank Girozentrale, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attn: Lillian Tung Lum Fleet National Bank 777 Main Street, CT-MO 0250 Hartford, CT 06115 Attn: Elizabeth Shelley The Chase Manhattan Bank 270 Park Avenue - 20th Floor New York, NY 10017 Attn: Helen Newcomb Deutsche Girozentrale Deutsche Kommunalbank Taunusanlage 10

$50,000,000

$50,000,000

$50,000,000

$30,000,000

$25,000,000

$25,000,000

Landesbank Hessen-Thuringen Girozentrale, New York Branch 420 Fifth Avenue New York, NY 10018 Attn: Lisa Pent Lloyds Bank Plc, New York Branch 575 Fifth Avenue, 18th Floor New York, NY 10017 Attn: Louise Miller Westdeutsche Landesbank Girozentrale, New York Branch 1211 Avenue of the Americas New York, NY 10036 Attn: Lillian Tung Lum Fleet National Bank 777 Main Street, CT-MO 0250 Hartford, CT 06115 Attn: Elizabeth Shelley The Chase Manhattan Bank 270 Park Avenue - 20th Floor New York, NY 10017 Attn: Helen Newcomb Deutsche Girozentrale Deutsche Kommunalbank Taunusanlage 10 Postfach 11 0542 D-60040 Frankfurt Am Main 11 GERMANY Attn: Stephen Wagner Banco Santander, S.A., New York Branch 45 East 53rd Street New York, NY 10022 Attn: Greta Greathouse

$50,000,000

$50,000,000

$50,000,000

$30,000,000

$25,000,000

$25,000,000

$20,000,000

-2KBC Bank, N.V. 125 West 55th Street New York, NY 1001 9 Attn: Kate McCarthy Eric Raskin Norddeutsche Landesbank Girozentrale, New York Branch 1270 Avenue of the Americas New York, NY 10020 Attn: Jens Beerman Credit Local de France, New York Agency 450 Park Avenue, 3rd Floor New York, NY 10022 Attn: Ben Hollaster The First National Bank of Chicago 153 West 51st Street New York, NY 10019 Attn: Louis Defranco $20,000,000

$20,000,000

$10,000,000

$10,000,000

TOTAL: $825,000,000

-3-

KBC Bank, N.V. 125 West 55th Street New York, NY 1001 9 Attn: Kate McCarthy Eric Raskin Norddeutsche Landesbank Girozentrale, New York Branch 1270 Avenue of the Americas New York, NY 10020 Attn: Jens Beerman Credit Local de France, New York Agency 450 Park Avenue, 3rd Floor New York, NY 10022 Attn: Ben Hollaster The First National Bank of Chicago 153 West 51st Street New York, NY 10019 Attn: Louis Defranco

$20,000,000

$20,000,000

$10,000,000

$10,000,000

TOTAL: $825,000,000

-3-

AMENDMENT NO. 2 TO THE CapMAC Employee Stock Ownership Plan WHEREAS, CapMAC Holdings ("the Company"), a Delaware corporation has maintained the CapMAC Employee Stock Ownership (the Plan) for the Employees of CapMAC Services, Inc.; and WHEREAS, is a stock for stock exchange the Company has merged its assets and operations with those of MBIA ("the Employer"), effective February 17, 1998; and WHEREAS, the Employer wishes to amend the Plan formula used to allocate shares that are released from the suspense account each year; and WHEREAS, the Employer wishes to allocate a limited number of shares under the CapMAC ESOP for the short period January 1, 1998 through February 17, 1998 for those Participants who were formerly employed by CapMAC and who were in active service on February 17, 1998 based on amounts paid on the ESOP loan through such date; and WHEREAS, Section 15.03 of the Plan allows the Employer to amend the Plan at any time; and NOW, THEREFORE, the Plan amended as follows: 1. Effective February 17, 1998, Section 6.01(a) of the Plan shall be redesignated Section 6.01(a)(i) and a new paragraph (a)(ii) shall be added to 6.01(a) to read as follows: 6.01 Allocation of Contributions (a)(ii) Notwithstanding anything herein to the contrary, the Account maintained for each Participant will be credited of February 17, 1998 with Participant's allocable share of (i) Shares purchased by the Trust Fund using cash contributed by or on behalf of the Participating Company employing such Participant (or contributed directly to the Trust Fund) and (ii) Shares released from the Suspense Subfund pursuant to Section 63 (a)(ii) and allocable to the contribution made by or on behalf of such Participating Company pursuant to Section 6.4. The Allocation of contributions of each Participating Company during the period January I through February 17, 1998 shall be made only to the Accounts of those Participants who were Employees of a Participating Company as of February 17, 1998. Shares shall be allocated for this period in accordance with

AMENDMENT NO. 2 TO THE CapMAC Employee Stock Ownership Plan WHEREAS, CapMAC Holdings ("the Company"), a Delaware corporation has maintained the CapMAC Employee Stock Ownership (the Plan) for the Employees of CapMAC Services, Inc.; and WHEREAS, is a stock for stock exchange the Company has merged its assets and operations with those of MBIA ("the Employer"), effective February 17, 1998; and WHEREAS, the Employer wishes to amend the Plan formula used to allocate shares that are released from the suspense account each year; and WHEREAS, the Employer wishes to allocate a limited number of shares under the CapMAC ESOP for the short period January 1, 1998 through February 17, 1998 for those Participants who were formerly employed by CapMAC and who were in active service on February 17, 1998 based on amounts paid on the ESOP loan through such date; and WHEREAS, Section 15.03 of the Plan allows the Employer to amend the Plan at any time; and NOW, THEREFORE, the Plan amended as follows: 1. Effective February 17, 1998, Section 6.01(a) of the Plan shall be redesignated Section 6.01(a)(i) and a new paragraph (a)(ii) shall be added to 6.01(a) to read as follows: 6.01 Allocation of Contributions (a)(ii) Notwithstanding anything herein to the contrary, the Account maintained for each Participant will be credited of February 17, 1998 with Participant's allocable share of (i) Shares purchased by the Trust Fund using cash contributed by or on behalf of the Participating Company employing such Participant (or contributed directly to the Trust Fund) and (ii) Shares released from the Suspense Subfund pursuant to Section 63 (a)(ii) and allocable to the contribution made by or on behalf of such Participating Company pursuant to Section 6.4. The Allocation of contributions of each Participating Company during the period January I through February 17, 1998 shall be made only to the Accounts of those Participants who were Employees of a Participating Company as of February 17, 1998. Shares shall be allocated for this period in accordance with Section 6.1 (b) except that Compensation as defined in Section 6.1 (b), shall be limited to Compensation earned from January 1, 1998 through February 17, 1998. For the period from February 18, 1998 through December 31, 1998 and subsequent Plan years shares shall be allocated in accordance with 6.1(a)(i) except that Compensation as defined in 6.l(b) shall be limited to Compensation earning from February 18, 1998 through December 31, 1998 and 6.l(b).

2. Effective January 1, 1998, section 6.3(a) shall be redesignated as section 6.3(a)(i) and an additional paragraphs (a)(ii) and (a)(iii) shall be added thereto to read as follows: (a)(ii) Notwithstanding anything herein to the contrary, for the period beginning January 1 through February 17, 1998 the number of shares released from the Suspense Subfund shall equal the number of unreleased Shares attributable to such Exempt Loan immediately before such release multiplies by the Special Release Fraction. For purposes of this Section 6.3 (a)(ii) the term "Special Release Fraction" shall mean a fraction, the numerator of which is the amount of principal and interest paid on the Exempt Loan for the period January 1, 1998 to February 17, 1998 and the denominator of which is the sum of the numerator plus the principal and interest to be paid on such Exempt Loan for the remainder of the 1998 year and all future years during the term of such Exempt Loan (determined without reference to any possible extensions or renewals thereof). For purposes of computing the denominator of the Release Fraction under this Section 6.3(a)(ii), if the interest rate on the Exempt Loan is variable, the interest rate to be paid subsequently to February 17, 1998 shall be calculated by assuming that the interest rate in effect as of February 17, 1998 will be the interest rate in effect for the remainder of the term of the

2. Effective January 1, 1998, section 6.3(a) shall be redesignated as section 6.3(a)(i) and an additional paragraphs (a)(ii) and (a)(iii) shall be added thereto to read as follows: (a)(ii) Notwithstanding anything herein to the contrary, for the period beginning January 1 through February 17, 1998 the number of shares released from the Suspense Subfund shall equal the number of unreleased Shares attributable to such Exempt Loan immediately before such release multiplies by the Special Release Fraction. For purposes of this Section 6.3 (a)(ii) the term "Special Release Fraction" shall mean a fraction, the numerator of which is the amount of principal and interest paid on the Exempt Loan for the period January 1, 1998 to February 17, 1998 and the denominator of which is the sum of the numerator plus the principal and interest to be paid on such Exempt Loan for the remainder of the 1998 year and all future years during the term of such Exempt Loan (determined without reference to any possible extensions or renewals thereof). For purposes of computing the denominator of the Release Fraction under this Section 6.3(a)(ii), if the interest rate on the Exempt Loan is variable, the interest rate to be paid subsequently to February 17, 1998 shall be calculated by assuming that the interest rate in effect as of February 17, 1998 will be the interest rate in effect for the remainder of the term of the Exempt Loan. Notwithstanding the foregoing, in the event such Exempt Loan shall be repaid with the proceeds of a subsequent Exempt Loan (the "Substitute Loan"), such repayment shall not operate to release all such Shares in the Suspense Subfund, but, rather such release shall be effected pursuant to the foregoing provisions of this Section on the basis of payments of principal and interest on such Substitute Loan. (iii) For the period February 18, 1998 through December 31, 1998 and Plan years thereafter, the provisions of Section 6.3(a)(i) shall apply. IN WITNESS THEREOF this amendment No.2 has been executed this 22nd day of December, 1998. MBIA
By: /s/ Kevin D. Silva ---------------------------------Name: Kevin D. Silva Title: S.V.P. Management Services

REINSURANCE AGREEMENT This Agreement is dated as of the 1st day of April, 1998, between Capital Markets Assurance Corporation (hereinafter referred to as the "Ceding Company") and MBIA Insurance Corporation (hereinafter referred to as the "Reinsurer"). W I T N E S S E T H: WHEREAS, the Ceding Company and the Reinsurer are both stock insurance corporations and domiciled in New York; and WHEREAS, the Ceding Company has written financial guaranty insurance; and WHEREAS, the Ceding Company and the Reinsurer are members of the same holding company system; and WHEREAS, the Ceding Company presently intends to cease writing such insurance, except to honor outstanding commitments; and WHEREAS, the Ceding Company desires to code and the Reinsurer desires to reinsure the Ceding Company's net liability on all insurance of the Ceding Company now in force and hereafter written by the Ceding Company to honor outstanding commitments on the terms hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and understandings contained herein and upon

REINSURANCE AGREEMENT This Agreement is dated as of the 1st day of April, 1998, between Capital Markets Assurance Corporation (hereinafter referred to as the "Ceding Company") and MBIA Insurance Corporation (hereinafter referred to as the "Reinsurer"). W I T N E S S E T H: WHEREAS, the Ceding Company and the Reinsurer are both stock insurance corporations and domiciled in New York; and WHEREAS, the Ceding Company has written financial guaranty insurance; and WHEREAS, the Ceding Company and the Reinsurer are members of the same holding company system; and WHEREAS, the Ceding Company presently intends to cease writing such insurance, except to honor outstanding commitments; and WHEREAS, the Ceding Company desires to code and the Reinsurer desires to reinsure the Ceding Company's net liability on all insurance of the Ceding Company now in force and hereafter written by the Ceding Company to honor outstanding commitments on the terms hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and understandings contained herein and upon the terms and conditions set forth below, the parties hereto agree as follows: ARTICLE 1 Cover: 1.1 The Ceding Company hereby cedes as reinsurance to the Reinsurer, and the Reinsurer hereby accepts as reinsurance from the Ceding Company, one hundred percent (100%) of the net liability and other obligations of the Ceding Company under all Covered Business, as defined in Article 2, including extra contractual obligations relating thereto to the extent that such obligations are reinsurable under the Insurance Law of the State of New York.

ARTICLE 2 Covered Business: 2.1 Covered Business shall mean all of the Ceding Company's net retention on its financial guaranty insurance business, whether written on a direct basis or assumed from other insurers, and shall include the Ceding Company's interest in any contingent commissions due or which become due to the Ceding Company from other reinsurers ("third party reinsurers"). In determining said net retention, amounts paid or payable to the Ceding Company by its third party reinsurers shall be excluded, except where such payable amounts are more than ten (IO) days overdue. Any recovery of such overdue amounts from a third party reinsurer which occurs subsequent to payment by the Reinsurer hereunder shall be credited pursuant to Article 9. ARTICLE 3 Definitions: 3.1 As used in this Agreement: (a) "Effective Letter of Credit" shall mean, as of any date, an Eligible Letter of Credit delivered to the Ceding Company and having an expiration date at least one month after such date. (b) "Eligible Letter of Credit" shall mean a clean irrevocable letter of credit in favor of the Ceding Company

ARTICLE 2 Covered Business: 2.1 Covered Business shall mean all of the Ceding Company's net retention on its financial guaranty insurance business, whether written on a direct basis or assumed from other insurers, and shall include the Ceding Company's interest in any contingent commissions due or which become due to the Ceding Company from other reinsurers ("third party reinsurers"). In determining said net retention, amounts paid or payable to the Ceding Company by its third party reinsurers shall be excluded, except where such payable amounts are more than ten (IO) days overdue. Any recovery of such overdue amounts from a third party reinsurer which occurs subsequent to payment by the Reinsurer hereunder shall be credited pursuant to Article 9. ARTICLE 3 Definitions: 3.1 As used in this Agreement: (a) "Effective Letter of Credit" shall mean, as of any date, an Eligible Letter of Credit delivered to the Ceding Company and having an expiration date at least one month after such date. (b) "Eligible Letter of Credit" shall mean a clean irrevocable letter of credit in favor of the Ceding Company issued by a bank chosen by the Reinsurer, complying with the requirements of applicable law to allow the Ceding Company to claim reserve credit for liabilities ceded hereunder and complying with requirements of the Insurance Department of the State of New York. (c) "Effective Security" shall mean, as of any date, the full amount of Effective Letters of Credit. (d) "Ceded Reserves" shall mean, as of any date, the aggregate. of the unearned premium reserve and the loss reserve, if any, required to be carried by the Ceding Company for the liabilities ceded hereunder in accordance with statutory accounting practices, before giving effect to any reserve credit for the cession made hereby (but after giving effect to the cessions and assumptions referred to in Article 2 regardless of whether the Ceding Company is permitted to claim reserve credit for the cessions referred to in Article 2). (e) "Contingency Reserve" shall mean contingency reserve as defined in Section 6903 (a) of the New York Insurance Law. 2

ARTICLE 4 Period: 4.1 This Reinsurance Agreement shall be effective as of 11:59 P.M., Eastern Standard Time, April 1, 1998 (the "Effective Time"). This Reinsurance Agreement will be terminated or amended in accordance with Section 6906 (a) of the New York Insurance Law. ARTICLE 5 Reinsurance Premium and Accounts: 5.1 The Ceding Company shall pay to the Reinsurer as of the Effective Time a reinsurance premium equal to the Ceded Reserves and the Contingency Reserve as of the Effective Time. An estimated payment of such initial reinsurance premium shall be made not later than the Effective Time. As soon as practicable but no later than 60 days thereafter, the Ceding Company will provide the Reinsurer with a portfolio representing the Ceded Reserves and the Contingency Reserve as of the Effective Time and if the Ceded Reserves and the Contingency Reserve differ from the estimated payment made pursuant to the preceding sentence, an appropriate adjusting payment

ARTICLE 4 Period: 4.1 This Reinsurance Agreement shall be effective as of 11:59 P.M., Eastern Standard Time, April 1, 1998 (the "Effective Time"). This Reinsurance Agreement will be terminated or amended in accordance with Section 6906 (a) of the New York Insurance Law. ARTICLE 5 Reinsurance Premium and Accounts: 5.1 The Ceding Company shall pay to the Reinsurer as of the Effective Time a reinsurance premium equal to the Ceded Reserves and the Contingency Reserve as of the Effective Time. An estimated payment of such initial reinsurance premium shall be made not later than the Effective Time. As soon as practicable but no later than 60 days thereafter, the Ceding Company will provide the Reinsurer with a portfolio representing the Ceded Reserves and the Contingency Reserve as of the Effective Time and if the Ceded Reserves and the Contingency Reserve differ from the estimated payment made pursuant to the preceding sentence, an appropriate adjusting payment between the parties shall be made. Such portfolio shall also set forth the Contingency Reserve required to be established as of the Effective Time. 5.2 Within 20 days following the end of each month, the Ceding Company will render or cause to be rendered a net account to the Reinsurer for the month showing the Ceding Company's interest in the following: (a) Net written premium accounted for during the month (being the gross written premium less returns and cancellations and net of reinsurance ceded by the Ceding Company to third-party reinsurers). (b) Any contingent commission paid to the Ceding Company by third-party reinsurers during the month. (c) Any loss or loss expense paid during the month on losses occurring during the term of this Agreement. (d) Subrogations, salvage or other recoveries made during the month on losses occurring during the term of the Agreement. 5.3 Within 15 days after receipt of the account, the Reinsurer shall send confirmation of the account or relevant objections to the Ceding Company. 3

(a) The Ceding Company shall remit any net balance payable to the Reinsurer at the same time as the account is rendered. (b) The Reinsurer shall remit any net balance payable to the Ceding Company at the same time as the account is confirmed, but at the latest within 15 days following receipt of the account. (c) Even if the Reinsurer has objections in regard to the account, the uncontested balance shall be immediately remitted. Following the immediate clarification of the questions which have arisen, the difference in amount shall be settled at once by the party in debt. 5.4 Within 30 days following the end of each calendar quarter, the Ceding Company shall furnish a report as to reserves, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company. 5.5 Within 45 days following the end of each calendar year, the Ceding Company shall furnish to the Reinsurer for the calendar year a summary account split up per underwriting year for 100% of the business ceded hereunder, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company.

(a) The Ceding Company shall remit any net balance payable to the Reinsurer at the same time as the account is rendered. (b) The Reinsurer shall remit any net balance payable to the Ceding Company at the same time as the account is confirmed, but at the latest within 15 days following receipt of the account. (c) Even if the Reinsurer has objections in regard to the account, the uncontested balance shall be immediately remitted. Following the immediate clarification of the questions which have arisen, the difference in amount shall be settled at once by the party in debt. 5.4 Within 30 days following the end of each calendar quarter, the Ceding Company shall furnish a report as to reserves, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company. 5.5 Within 45 days following the end of each calendar year, the Ceding Company shall furnish to the Reinsurer for the calendar year a summary account split up per underwriting year for 100% of the business ceded hereunder, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company. 5.6 No ceding commission shall be payable in respect of this Reinsurance Agreement. 5.7 All settlements of account under this Agreement between the Ceding Company and the Reinsurer shall be made in cash or its equivalent. ARTICLE 6 Security: 6.1 When a governing body of any jurisdiction in which the Ceding Company legally operates or to which it submits requires as a condition to credit for the reinsurance provided by this Agreement that the Reinsurer post a Letter of Credit for the benefit of the Ceding Company, establish a Trust Account for the benefit of the Ceding Company or deposit funds under the control of the Ceding Company, the Reinsurer shall post and maintain such a Letter of Credit, establish such a Trust Account, or deposit such funds in the form and amount necessary to permit the Ceding Company to avoid on any statutory financial statement filed by the Ceding Company the penalty to surplus which would result from the loss of credit for the reinsurance. 6.2 Notwithstanding any other provisions of this Agreement, it is agreed that any Letter of Credit provided under section 6.1 of this Article 6 shall be drawn upon 4

and utilized by the Ceding Company or its successors in interest only for one or more of the following purposes: (a) to reimburse the Ceding Company for losses and loss expenses paid by the Ceding Company under this Agreement; (b) to fund an account with the Ceding Company in an amount at least equal to the deduction allowed for the reinsurance provided by this agreement, from the Ceding Company's liabilities for Policies ceded under the agreement, such amount to include, if applicable, but not be limited to, amounts for contingency reserves, loss reserves for paid, reported and incurred but not reported ("IBNR") losses, loss expense reserves and unearned premium reserves; or (c) to pay any other amounts the Ceding Company claims are due under the Agreement. All of the foregoing should be applied without diminution because of insolvency on the part of the Ceding Company or Reinsurer. 6.3 If the Reinsurer elects to provide a Letter of Credit under section 6.1 of this Article, the Reinsurer shall cause

and utilized by the Ceding Company or its successors in interest only for one or more of the following purposes: (a) to reimburse the Ceding Company for losses and loss expenses paid by the Ceding Company under this Agreement; (b) to fund an account with the Ceding Company in an amount at least equal to the deduction allowed for the reinsurance provided by this agreement, from the Ceding Company's liabilities for Policies ceded under the agreement, such amount to include, if applicable, but not be limited to, amounts for contingency reserves, loss reserves for paid, reported and incurred but not reported ("IBNR") losses, loss expense reserves and unearned premium reserves; or (c) to pay any other amounts the Ceding Company claims are due under the Agreement. All of the foregoing should be applied without diminution because of insolvency on the part of the Ceding Company or Reinsurer. 6.3 If the Reinsurer elects to provide a Letter of Credit under section 6.1 of this Article, the Reinsurer shall cause the Letter of Credit to be issued, in place and effective no later than the "as of date" of the first quarterly filing prepared by the Ceding Company for the appropriate regulatory authority after the effective date of this Agreement. ARTICLE 7 Service of Covered Business: 7.1 The Ceding Company shall service the Covered Business with respect to collection and payment of premium, notice, service of process and investigation, settlement, defense and payment of claims on all Covered Business and with respect to all reinsurance ceded by the Ceding Company to third-party reinsurers. The Ceding Company will remit all premiums collected to the Reinsurer and third-party reinsurers in accordance with their respective interests. ARTICLE 8 Claims: 8.1 The Ceding Company shall settle or defend claims. The Reinsurer shall, within one hour of receiving written or telephonic notice of any claim, (any telephonic notice to be subsequently confirmed in writing) pay the Reinsurer's share of all losses and loss expenses, excluding unallocated loss expenses. 5

ARTICLE 9 Salvage: 9.1 The Ceding Company will credit the Reinsurer with its proportionate share of any recoveries, salvages or reimbursements on account of claims and settlements involving reinsurance hereunder. 9.2 In the event there are any recoveries, salvages or reimbursements recovered subsequent to a loss settlement, it is agreed that, if the expenses incurred in obtaining salvage or other recoveries are less than the amount recovered, such expenses shall be borne by each party in the proportion that each party benefits from the recoveries, otherwise, the amount recovered shall first be applied to the reimbursement of the expense of recovery and the remaining expense shall be borne by the Ceding Company and the Reinsurer in proportion to the liability of each party for the loss before such recovery had been obtained. Expenses hereunder shall exclude all office expenses and salaries of officers and employees of the Ceding Company. ARTICLE 10

ARTICLE 9 Salvage: 9.1 The Ceding Company will credit the Reinsurer with its proportionate share of any recoveries, salvages or reimbursements on account of claims and settlements involving reinsurance hereunder. 9.2 In the event there are any recoveries, salvages or reimbursements recovered subsequent to a loss settlement, it is agreed that, if the expenses incurred in obtaining salvage or other recoveries are less than the amount recovered, such expenses shall be borne by each party in the proportion that each party benefits from the recoveries, otherwise, the amount recovered shall first be applied to the reimbursement of the expense of recovery and the remaining expense shall be borne by the Ceding Company and the Reinsurer in proportion to the liability of each party for the loss before such recovery had been obtained. Expenses hereunder shall exclude all office expenses and salaries of officers and employees of the Ceding Company. ARTICLE 10 Access to Records: 10.1 The Reinsurer shall, at all reasonable times during the term of this Agreement and thereafter, have the right to inspect the books, records and documents of the Ceding Company with respect to the Covered Business. ARTICLE 11 Reserves: 11.1 The Reinsurer agrees to maintain proper unearned premium, loss and loss expense reserves upon the liabilities ceded hereunder in accordance with accounting practices prescribed or permitted by each of the Insurance Departments of the States of New York and California. The Reinsurer shall also establish as of the Effective Time a statutory contingency reserve in an amount equal to the statutory contingency reserve required to be carried by the Ceding Company immediately prior to the Effective Time. ARTICLE 12 Original Conditions: 12.1 All insurances and reinsurances falling under this Agreement shall be subject to the same terms, rates, conditions and waivers, and to the same modifications, alterations and cancellations, as the respective policies constituting the Covered Business. 6

ARTICLE 13 Follow the Fortunes: 13.1 This Agreement shall be construed as an honorable undertaking between the parties hereto and shall not be defeated by technical legal construction, it being the intention of this Agreement that the fortunes of the Reinsurer shall follow the fortunes of the Ceding Company. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third parties or any persons not parties to this Agreement. ARTICLE 14 Errors and Omissions: 14.1 Any inadvertent error, omission or delay in connection with this Agreement shall not affect the liability which otherwise would have attached to either party, provided such error, omission or delay is rectified as soon as

ARTICLE 13 Follow the Fortunes: 13.1 This Agreement shall be construed as an honorable undertaking between the parties hereto and shall not be defeated by technical legal construction, it being the intention of this Agreement that the fortunes of the Reinsurer shall follow the fortunes of the Ceding Company. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third parties or any persons not parties to this Agreement. ARTICLE 14 Errors and Omissions: 14.1 Any inadvertent error, omission or delay in connection with this Agreement shall not affect the liability which otherwise would have attached to either party, provided such error, omission or delay is rectified as soon as possible after discovery. ARTICLE 15 Offset: 15.1 Each party hereto shall have, and may exercise at any time and from time to time, the right to offset any balance or balances, whether on account of premiums or on account of losses or otherwise, due from such party to the other (or, if more than one, any other) party hereto under this Agreement, and may offset the same against any balance or balances due or to become due to the former from the latter under the same. The party asserting the right of offset shall have and may exercise such right whether the balance or balances due or to become due to such party from the other are on account of premiums or on account of losses or otherwise and regardless of the capacity, whether as assuming reinsurer or as ceding company, in which each party acted under the agreement or, if more than one, the different agreements involved. In the event of the insolvency of a party hereto, offsets shall be allowed only in accordance with the provisions of Section 7427 of the Insurance Law of the State of New York. ARTICLE 16 Insolvency: 16.1 In the event of the insolvency of the Ceding Company or its successor in interest this reinsurance shall be payable directly to the Ceding Company, or directly to its liquidator, receiver, conservator or statutory successor, on the basis of the liability of the Ceding Company without diminution because of the insolvency of the 7

Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.2 The Reinsurance shall be payable by the Reinsurer to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by section 4118 (a) of the New York Insurance Law or

Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.2 The Reinsurance shall be payable by the Reinsurer to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by section 4118 (a) of the New York Insurance Law or except (a) where the policy specifically provided another payee of such reinsurance in the event of the insolvency of the Ceding Company and (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Ceding Company to such payees. ARTICLE 17 Miscellaneous: 17.1 This Agreement shall be governed by the laws of the State of New York. 17.2 The parties hereto agree to execute and deliver such farther instruments and do such farther acts as may be necessary and proper to carry out the purposes of this Reinsurance Agreement. 17.3 If any provision of this Reinsurance Agreement or the applicability thereto to any person or circumstance is held invalid, the remainder of this Reinsurance Agreement, including the remainder of the section in which such provision appears, or the applicability of such provision to other persons or circumstances, shall not be affected thereby. 17.4 This Reinsurance Agreement contains the entire understanding of the parties with respect to the subject matter hereto. There are no restrictions, promises, warranties, covenants or undertakings with respect to such subject matter, other than 8

those expressly set forth herein. This Reinsurance Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Reinsurance Agreement is binding on and shall inure to the benefit of the parties hereto, their successors and assigns.
At Armonk, New York Capital Markets Assurance Corporation By: /s/ [ILLEGIBLE] -----------------------President

At Armonk, New York

MBIA Insurance Corporation

By: /s/ Richard Weill -----------------------President

those expressly set forth herein. This Reinsurance Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Reinsurance Agreement is binding on and shall inure to the benefit of the parties hereto, their successors and assigns.
At Armonk, New York Capital Markets Assurance Corporation By: /s/ [ILLEGIBLE] -----------------------President

At Armonk, New York

MBIA Insurance Corporation

By: /s/ Richard Weill -----------------------President

9

REINSURANCE AGREEMENT This Agreement dated as of the lst day of January, 1999, between MBIA Insurance Corp. of Illinois, (formerly known as Bond Investors Guaranty Insurance Company), an Illinois corporation (hereinafter referred to as the "Ceding Company"), and MBIA Insurance Corporation, (formerly known as Municipal Bond Investors Assurance Corporation), a New York stock insurance company (hereinafter referred to as the "Reinsurer"). WITNESSETH: WHEREAS, the Ceding Company is an Illinois corporation; and WHEREAS, the Ceding Company has written municipal bond and municipal note guaranty insurance; and

REINSURANCE AGREEMENT This Agreement dated as of the lst day of January, 1999, between MBIA Insurance Corp. of Illinois, (formerly known as Bond Investors Guaranty Insurance Company), an Illinois corporation (hereinafter referred to as the "Ceding Company"), and MBIA Insurance Corporation, (formerly known as Municipal Bond Investors Assurance Corporation), a New York stock insurance company (hereinafter referred to as the "Reinsurer"). WITNESSETH: WHEREAS, the Ceding Company is an Illinois corporation; and WHEREAS, the Ceding Company has written municipal bond and municipal note guaranty insurance; and WHEREAS, the Ceding Company has ceased writing such insurance, except to honor outstanding commitments, and has entered into a Reinsurance Agreement dated December 31, 1990 with the Reinsurer (the "Prior Agreement"); and WHEREAS, the parties hereto now desire to terminate the Prior Agreement on a cutoff basis as of the Effective Date hereof, and to replace the Prior Agreement with this Agreement in connection with any losses paid on and after the Effective Date hereof; and WHEREAS, the Ceding Company desires to cede and the Reinsurer desires to reinsure the Ceding Company's liability on all insurance of the Ceding Company now in force and hereafter written by the Ceding Company to honor outstanding commitments on the terms hereinafter set forth; NOW, THEREFORE, in consideration of the mutual covenants and understandings contained herein and upon the terms and conditions set forth below, the parties hereto agree as follows: ARTICLE I Cover: 1.1 The Ceding Company hereby cedes as reinsurance to the Reinsurer, and the Reinsurer hereby accepts as reinsurance from the Ceding Company, one hundred percent (100%) of the net liability and other obligations of the Ceding Company under all Covered Business, as defined in Article 2, including extra contractual obligations relating thereto. In no event shall coverage be provided to the extent that such coverage is not permitted under New York law.

ARTICLE 2 Covered Business: 2.1 Covered Business shall mean all of the Ceding Company's net retention on business written by the Ceding Company. Such net retention: (a) is net of cessions by the Ceding Company to other reinsurers (the "third party reinsurers"); (b) includes all liabilities assumed by the Ceding Company; (c) includes the Ceding Company's interest in any contingent commissions due or which become due to the Ceding Company from third-party reinsurers. ARTICLE 3 Definitions: 3.1 As used in this Agreement: (a) "Effective Letter of Credit" shall mean, as of any date, an Eligible Letter of Credit delivered to the Ceding Company and having an expiration date at least one month after such date.

ARTICLE 2 Covered Business: 2.1 Covered Business shall mean all of the Ceding Company's net retention on business written by the Ceding Company. Such net retention: (a) is net of cessions by the Ceding Company to other reinsurers (the "third party reinsurers"); (b) includes all liabilities assumed by the Ceding Company; (c) includes the Ceding Company's interest in any contingent commissions due or which become due to the Ceding Company from third-party reinsurers. ARTICLE 3 Definitions: 3.1 As used in this Agreement: (a) "Effective Letter of Credit" shall mean, as of any date, an Eligible Letter of Credit delivered to the Ceding Company and having an expiration date at least one month after such date. (b) "Eligible Letter of Credit" shall mean a clean irrevocable letter of credit in favor of the Ceding Company issued by a bank chosen by the Reinsurer, complying with the requirements of applicable law to allow the Ceding Company to claim reserve credit for liabilities ceded hereunder and complying with requirements of the Insurance Department of the State of New York and the Illinois Department of Insurance. (c) "Effective Security" shall mean, as of any date, the full amount of Effective Letters of Credit. (d) "Ceded Reserves" shall mean, as of any date, the aggregate of the unearned premium reserve and the loss reserve, if any, required to be carried by the Ceding Company for the liabilities ceded hereunder in accordance with statutory accounting practices, before giving effect to any reserve credit for the cession made hereby (but after giving effect to the cessions and assumptions referred to in Article 2 regardless of whether the Ceding Company is permitted to claim reserve credit for the cessions referred to in Article 2). (e) "Contingency Reserve" shall mean contingency reserve as defined in Section 6903(a) of the New York Insurance Law. 2

ARTICLE 4 Period: 4.1. This Reinsurance Agreement shall be effective as of 12:01 A.M., Eastern Standard Time, January 1, 1999 (the "Effective Time"). This Reinsurance Agreement will be terminated or amended in accordance with Section 6906(a) of the New York Insurance Law. Cancellation will be at year end after first giving 90 days notice. ARTICLE 5 Reinsurance Premium and Accounts: 5.1. The Ceding Company shall pay to the Reinsurer as of the Effective Time a reinsurance premium equal to the Ceded Reserves and the Contingency Reserve as of the Effective Time. An estimated payment of such initial reinsurance premium shall be made not later than the Effective Time. As soon as practicable but no later than 60 days thereafter, the Ceding Company will provide the Reinsurer with a portfolio representing the Ceded Reserves and the Contingency Reserve as of the Effective Time and if the Ceded Reserves and the Contingency Reserve differ from the estimated payment made pursuant to the preceding sentence, an appropriate adjusting payment between the parties shall be made. Such portfolio shall also set forth the contingency reserve required to be established as of the Effective Time.

ARTICLE 4 Period: 4.1. This Reinsurance Agreement shall be effective as of 12:01 A.M., Eastern Standard Time, January 1, 1999 (the "Effective Time"). This Reinsurance Agreement will be terminated or amended in accordance with Section 6906(a) of the New York Insurance Law. Cancellation will be at year end after first giving 90 days notice. ARTICLE 5 Reinsurance Premium and Accounts: 5.1. The Ceding Company shall pay to the Reinsurer as of the Effective Time a reinsurance premium equal to the Ceded Reserves and the Contingency Reserve as of the Effective Time. An estimated payment of such initial reinsurance premium shall be made not later than the Effective Time. As soon as practicable but no later than 60 days thereafter, the Ceding Company will provide the Reinsurer with a portfolio representing the Ceded Reserves and the Contingency Reserve as of the Effective Time and if the Ceded Reserves and the Contingency Reserve differ from the estimated payment made pursuant to the preceding sentence, an appropriate adjusting payment between the parties shall be made. Such portfolio shall also set forth the contingency reserve required to be established as of the Effective Time. 5.2 Within 20 days following the end of each month, the Ceding Company will render or cause to be rendered a net account to the Reinsurer for the month showing the Ceding Company's interest in the following: (a) Net written premium accounted for during the month (being the gross written premium less returns and cancellations and net of reinsurance ceded by the Ceding Company to third-party reinsurers). (b) Any contingent commission paid to the Ceding Company by third-party reinsurers during the month. (c) Any loss or loss expense paid during the month on losses occurring during the term of this Agreement. (d) Subrogations, salvage or other recoveries made during the month on losses occurring during the term of the Agreement. 3

5.3 Within 15 days after receipt of the account, the Reinsurer shall send confirmation of the account or relevant objections to the Ceding Company. (a) The Ceding Company shall remit any net balance payable to the Reinsurer at the same time as the account is rendered. (b) The Reinsurer shall remit any net balance payable to the Ceding Company at the same time as the account is confirmed, but at the latest within 15 days following receipt of the account. (c) Even if the Reinsurer has objections in regard to the account, the uncontested balance shall be immediately remitted. Following the immediate clarification of the questions which have arisen, the difference in amount shall be settled at once by the party in debt. 5.4 Within 30 days following the end of each calendar quarter, the Ceding Company shall furnish a report as to reserves, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company. 5.5 Within 45 days following the end of each calendar year, the Ceding Company shall furnish to the Reinsurer for the calendar year a summary account split up per underwriting year for 100% of the business ceded hereunder, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company.

5.3 Within 15 days after receipt of the account, the Reinsurer shall send confirmation of the account or relevant objections to the Ceding Company. (a) The Ceding Company shall remit any net balance payable to the Reinsurer at the same time as the account is rendered. (b) The Reinsurer shall remit any net balance payable to the Ceding Company at the same time as the account is confirmed, but at the latest within 15 days following receipt of the account. (c) Even if the Reinsurer has objections in regard to the account, the uncontested balance shall be immediately remitted. Following the immediate clarification of the questions which have arisen, the difference in amount shall be settled at once by the party in debt. 5.4 Within 30 days following the end of each calendar quarter, the Ceding Company shall furnish a report as to reserves, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company. 5.5 Within 45 days following the end of each calendar year, the Ceding Company shall furnish to the Reinsurer for the calendar year a summary account split up per underwriting year for 100% of the business ceded hereunder, together with any other information which the Reinsurer may require for its accounting records and which may be reasonably available to the Ceding Company. 5.6 No ceding commission shall be payable in respect of this Reinsurance Agreement. 5.7 All settlements of account under this Agreement between the Ceding Company and the Reinsurer shall be made in cash or its equivalent. ARTICLE 6 Security: 6.1 When a governing body of any jurisdiction in which the Ceding Company legally operates or to which it submits requires as a condition to credit for the reinsurance provided by this Agreement that the Reinsurer post a Letter of Credit for the benefit of the Ceding Company, establish a Trust Account for the benefit of the Ceding Company or deposit funds under the control of the Ceding Company, the Reinsurer shall post and maintain such a Letter of Credit, establish such a Trust Account, or deposit such funds in the form and amount necessary to permit the Ceding Company to avoid on any statutory financial statement filed by the Ceding Company the penalty to surplus which would result from the loss of credit for the reinsurance. 4

6.2 Notwithstanding any other provisions of this Agreement, it is agreed that any Letter of Credit provided under section 6.1 of this Article 6 shall be drawn upon and utilized by the Ceding Company or its successors in interest only for one or more of the following purposes: (a) to reimburse the Ceding Company for losses and loss expenses paid by the Ceding Company under this Agreement; (b) to fund an account with the Ceding Company in an amount at least equal to the deduction allowed for the reinsurance provided by this Agreement, from the Ceding Company's liabilities for Policies ceded under the Agreement, such amount to include, if applicable, but not be limited to, amounts for contingency reserves, loss reserves for paid, reported and incurred but not reported ("IBNR") losses, loss expense reserves and unearned premium reserves; or (c) to pay any other amounts the Ceding Company claims are due under the Agreement. All of the foregoing should be applied without diminution because of insolvency on the part of the Ceding

6.2 Notwithstanding any other provisions of this Agreement, it is agreed that any Letter of Credit provided under section 6.1 of this Article 6 shall be drawn upon and utilized by the Ceding Company or its successors in interest only for one or more of the following purposes: (a) to reimburse the Ceding Company for losses and loss expenses paid by the Ceding Company under this Agreement; (b) to fund an account with the Ceding Company in an amount at least equal to the deduction allowed for the reinsurance provided by this Agreement, from the Ceding Company's liabilities for Policies ceded under the Agreement, such amount to include, if applicable, but not be limited to, amounts for contingency reserves, loss reserves for paid, reported and incurred but not reported ("IBNR") losses, loss expense reserves and unearned premium reserves; or (c) to pay any other amounts the Ceding Company claims are due under the Agreement. All of the foregoing should be applied without diminution because of insolvency on the part of the Ceding Company or Reinsurer. 6.3 If the Reinsurer elects to provide a Letter of Credit under section 6.1 of this Article, the Reinsurer shall cause the Letter of Credit to be issued, in place and effective no later than the "as of date" of the first quarterly filing prepared by the Ceding Company for the appropriate regulatory authority after the effective date of this Agreement. ARTICLE 7 Service of Covered Business: 7.1 The Ceding Company shall service the Covered Business with respect to collection and payment of premium, notice, service of process and investigation, settlement, defense and payment of claims on all Covered Business and with respect to all reinsurance ceded by the Ceding Company to third-party reinsurers. The Ceding Company will remit all premiums collected to the Reinsurer and third-party reinsurers in accordance with their respective interests. ARTICLE 8 Claims: 8.1 The Ceding Company shall settle or defend claims. The Reinsurer shall, within one hour of receiving written or telephonic notice of any claim, (any telephonic notice to be subsequently confirmed in writing) pay the Reinsurer's share of all losses and loss expense, excluding unallocated loss expense. 5

ARTICLE 9 Salvage: 9.1 The Ceding Company will credit the Reinsurer with its proportionate share of any recoveries, salvages or reimbursements on account of claims and settlements involving reinsurance hereunder. 9.2 In the event there are any recoveries, salvages or reimbursements recovered subsequent to a loss settlement, it is agreed that, if the expenses incurred in obtaining salvage or other recoveries are less than the amount recovered, such expenses shall be borne by each party in the proportion that each party benefits from the recoveries, otherwise, the amount recovered shall first be applied to the reimbursement of the expense of recovery and the remaining expense shall be borne by the Ceding Company and the Reinsurer in proportion to the liability of each party for the loss before such recovery had been obtained. Expenses hereunder shall exclude all office expenses and salaries of officers and employees of the Ceding Company.

ARTICLE 9 Salvage: 9.1 The Ceding Company will credit the Reinsurer with its proportionate share of any recoveries, salvages or reimbursements on account of claims and settlements involving reinsurance hereunder. 9.2 In the event there are any recoveries, salvages or reimbursements recovered subsequent to a loss settlement, it is agreed that, if the expenses incurred in obtaining salvage or other recoveries are less than the amount recovered, such expenses shall be borne by each party in the proportion that each party benefits from the recoveries, otherwise, the amount recovered shall first be applied to the reimbursement of the expense of recovery and the remaining expense shall be borne by the Ceding Company and the Reinsurer in proportion to the liability of each party for the loss before such recovery had been obtained. Expenses hereunder shall exclude all office expenses and salaries of officers and employees of the Ceding Company. ARTICLE 10 Access to Records: 10.1 The Reinsurer shall, at all reasonable times during the term of this Agreement and thereafter, have the right to inspect the books, records and documents of the Ceding Company with respect to the Covered Business. ARTICLE 11 Reserves: 11.1 The Reinsurer agrees to maintain proper unearned premium, loss and loss expense reserves upon the liabilities ceded hereunder in accordance with accounting practices prescribed or permitted by each of the Insurance Departments of the States of New York and California. The Reinsurer shall also establish as of the Effective Time a statutory contingency reserve in an amount equal to the statutory contingency reserve required to be carried by the Ceding Company immediately prior to the Effective Time. ARTICLE 12 Original Conditions: 12.1 All insurances and reinsurances falling under this Agreement shall be subject to the same terms, rates, conditions and waivers, and to the same modifications, alterations and cancellations, as the respective policies constituting the Covered Business. 6

ARTICLE 13 Follow the Fortunes: 13.1 This Agreement shall be construed as an honorable undertaking between the parties hereto and shall not be defeated by technical legal construction, it being the intention of this Agreement that the fortunes of the Reinsurer shall follow the fortunes of the Ceding Company. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third parties or any persons not parties to this Agreement. ARTICLE 14 Errors and Omissions: 14.1 Any inadvertent error, omission or delay in connection with this Agreement shall not affect the liability which otherwise would have attached to either party, provided such error, omission or delay is rectified as soon as

ARTICLE 13 Follow the Fortunes: 13.1 This Agreement shall be construed as an honorable undertaking between the parties hereto and shall not be defeated by technical legal construction, it being the intention of this Agreement that the fortunes of the Reinsurer shall follow the fortunes of the Ceding Company. Nothing herein shall in any manner create any obligations or establish any rights against the Reinsurer in favor of any third parties or any persons not parties to this Agreement. ARTICLE 14 Errors and Omissions: 14.1 Any inadvertent error, omission or delay in connection with this Agreement shall not affect the liability which otherwise would have attached to either party, provided such error, omission or delay is rectified as soon as possible after discovery. ARTICLE 15 Offset: 15.1 Each party hereto shall have, and may exercise at any time and from time to time, the right to offset any balance or balances, whether on account of premiums or on account of losses or otherwise, due from such party to the other (or, if more than one, any other) party hereto under this Agreement, and may offset the same against any balance or balances due or to become due to the former from the latter under the same. The party asserting the right of offset shall have and may exercise such right whether the balance or balances due or to become due to such party from the other are on account of premiums or on account of losses or otherwise and regardless of the capacity, whether as assuming reinsurer or as ceding company, in which each party acted under the agreement or, if more than one, the different agreements involved. In the event of the insolvency of a party hereto, offsets shall be allowed only in accordance with the provisions of Section 7427 of the Insurance Law of the State of New York. 7

ARTICLE 16 Insolvency: 16.1 In the event of the insolvency of the Ceding Company or its successor in interest this reinsurance shall be payable directly to the Ceding Company, or directly to its liquidator, receiver, conservator or statutory successor, on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.2 The Reinsurance shall be payable by the Reinsurer to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by section 4118 (a) of the New York Insurance Law or except

ARTICLE 16 Insolvency: 16.1 In the event of the insolvency of the Ceding Company or its successor in interest this reinsurance shall be payable directly to the Ceding Company, or directly to its liquidator, receiver, conservator or statutory successor, on the basis of the liability of the Ceding Company without diminution because of the insolvency of the Ceding Company or because the liquidator, receiver, conservator or statutory successor of the Ceding Company has failed to pay all or a portion of any claim. It is agreed, however, that the liquidator, receiver, conservator or statutory successor of the Ceding Company shall give written notice to the Reinsurer of the pendency of the claim against the Ceding Company indicating the policy or bond reinsured which claim would involve a possible liability on the part of the Reinsurer within a reasonable time after such claim is filed in the conservation or liquidation proceeding or in the receivership, and that during the pendency of such claim, the Reinsurer may investigate such claim and interpose at its own expense, in the proceeding where such claim is to be adjudicated any defense or defenses that it may deem available to the Ceding Company or its liquidator, receiver, conservator or statutory successor. The expense thus incurred by the Reinsurer shall be chargeable, subject to the approval of the court, against the Ceding Company as part of the expense of conservation or liquidation to the extent of a pro rata share of the benefit which may accrue to the Ceding Company solely as a result of the defense undertaken by the Reinsurer. 16.2 The Reinsurance shall be payable by the Reinsurer to the Ceding Company or to its liquidator, receiver, conservator or statutory successor, except as provided by section 4118 (a) of the New York Insurance Law or except (a) where the policy specifically provided another payee of such reinsurance in the event of the insolvency of the Ceding Company and (b) where the Reinsurer with the consent of the direct insured or insureds has assumed such policy obligations of the Ceding Company as direct obligations of the Reinsurer to the payees under such policies and in substitution for the obligations of the Ceding Company to such payees. ARTICLE 17 Effective Date: Termination of Prior Agreement 17.1 This Agreement shall take effect as of January 1, 1999 (the "Effective Date") and shall apply to all losses paid by the Ceding Company on or after that date and during the term hereof. 17.2 The parties agree that the Prior Agreement shall be terminated as of said Effective Date, and the Reinsurer shall not be liable under the Prior Agreement for losses on or after the Effective Date, which shall be covered by this Agreement. 8

17.3 The Ceding Company shall transfer to the Reinsurer all Ceded Reserves and Contingency Reserves held by it as of the Effective Date of this Agreement in connection with Covered Business subject to the Prior Agreement. ARTICLE 18 Miscellaneous: 18.1 This Agreement shall be governed by the laws of the State of New York. 18.2 The parties hereto agree to execute and deliver such further instruments and do such further acts as may be necessary and proper to carry out the purposes of this Reinsurance Agreement. 18.3 If any provision of this Reinsurance Agreement or the applicability thereto to any person or circumstance is held invalid, the remainder of this Reinsurance Agreement, including the remainder of the section in which such provision appears, or the applicability of such provision to other persons or circumstances, shall not be affected thereby.

17.3 The Ceding Company shall transfer to the Reinsurer all Ceded Reserves and Contingency Reserves held by it as of the Effective Date of this Agreement in connection with Covered Business subject to the Prior Agreement. ARTICLE 18 Miscellaneous: 18.1 This Agreement shall be governed by the laws of the State of New York. 18.2 The parties hereto agree to execute and deliver such further instruments and do such further acts as may be necessary and proper to carry out the purposes of this Reinsurance Agreement. 18.3 If any provision of this Reinsurance Agreement or the applicability thereto to any person or circumstance is held invalid, the remainder of this Reinsurance Agreement, including the remainder of the section in which such provision appears, or the applicability of such provision to other persons or circumstances, shall not be affected thereby. 18.4 This Reinsurance Agreement contains the entire understanding of the parties with respect to the subject matter hereto. There are no restrictions, promises, warranties, covenants or undertakings with respect to such subject matter, other than those expressly set forth herein. This Reinsurance Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. This Reinsurance Agreement is binding on and shall inure to the benefit of the parties hereto, their successors and assigns.
At Armonk, New York MBIA INSURANCE CORP. OF ILLINOIS

By:

/s/ David H. Elliott -----------------------------President David H. Elliott

At Armonk, New York

MBIA INSURANCE CORPORATION

By:

/s/ Richard L. Weill -----------------------------President Richard L. Weill

9

AGREEMENT AND PLAN OF MERGER BY AND AMONG MBIA INC., MBIA ACQUISITION, INC. and 1838 INVESTMENT ADVISORS, INC. Dated as of June 19, 1998

AGREEMENT AND PLAN OF MERGER BY AND AMONG MBIA INC., MBIA ACQUISITION, INC. and 1838 INVESTMENT ADVISORS, INC. Dated as of June 19, 1998

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ............................................................ 1 ARTICLE II THE MERGER
Section Section Section Section Section Section Section Section Section Section Section Section 2.01. 2.02. 2.03. 2.04. 2.05. 2.06. 2.07. 2.08. 2.09. 2.10. 2.11. 2.12. The Merger .............................................. Effective Time of Merger ................................ Certificate of Incorporation of Surviving Corporation ... Bylaws of Surviving Corporation ......................... Directors and Officers of Surviving Corporation ......... The Closing ............................................. Conversion of Acquisition Common Stock .................. Conversion of 1838 Common Stock ......................... Exchange of 1838 Certificates ........................... Stock Transfer Books .................................... Reorganization .......................................... Nonsolicitation ......................................... 6 6 6 7 7 7 7 7 7 8 8 8

ARTICLE III OTHER AGREEMENTS
Section 3.01. Section 3.02. Section 3.03. Disclosure Schedule ..................................... Legal Conditions to Merger .............................. Public Announcements .................................... 9 9 9

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF 1838
Section Section Section Section Section Section Section Section 4.01. 4.02. 4.03. 4.04. 4.05. 4.06. 4.07. 4.08. Ownership of Stock ...................................... Ownership of 1838, L.P .................................. Existence, Good Standing and Authority .................. Capital Stock ........................................... Subsidiaries and Investments ............................ No Violation or Conflict ................................ Litigation .............................................. Financial Statements .................................... 10 10 10 10 11 11 11 11

TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ............................................................ 1 ARTICLE II THE MERGER
Section Section Section Section Section Section Section Section Section Section Section Section 2.01. 2.02. 2.03. 2.04. 2.05. 2.06. 2.07. 2.08. 2.09. 2.10. 2.11. 2.12. The Merger .............................................. Effective Time of Merger ................................ Certificate of Incorporation of Surviving Corporation ... Bylaws of Surviving Corporation ......................... Directors and Officers of Surviving Corporation ......... The Closing ............................................. Conversion of Acquisition Common Stock .................. Conversion of 1838 Common Stock ......................... Exchange of 1838 Certificates ........................... Stock Transfer Books .................................... Reorganization .......................................... Nonsolicitation ......................................... 6 6 6 7 7 7 7 7 7 8 8 8

ARTICLE III OTHER AGREEMENTS
Section 3.01. Section 3.02. Section 3.03. Disclosure Schedule ..................................... Legal Conditions to Merger .............................. Public Announcements .................................... 9 9 9

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF 1838
Section Section Section Section Section Section Section Section Section 4.01. 4.02. 4.03. 4.04. 4.05. 4.06. 4.07. 4.08. 4.09. Ownership of Stock ...................................... Ownership of 1838, L.P .................................. Existence, Good Standing and Authority .................. Capital Stock ........................................... Subsidiaries and Investments ............................ No Violation or Conflict ................................ Litigation .............................................. Financial Statements .................................... Title to Properties and Assets .......................... 10 10 10 10 11 11 11 11 11

Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

4.10. 4.11. 4.12. 4.13. 4.14. 4.15. 4.16. 4.17. 4.18. 4.19. 4.20. 4.21. 4.22. 4.23. 4.24.

Existing Contracts ...................................... Contractual Defaults .................................... Reserved ................................................ Insurance Policies ...................................... Employee Benefit Plans .................................. Status .................................................. Taxes ................................................... Employee Matters ........................................ Credit Agreements ....................................... Record Books ............................................ MPCM Loan/Stockholder Distribution Obligations .......... Accounts Receivable/Working Capital ..................... Customer Contracts ...................................... Affiliate and Insider Transactions ...................... Compliance With Laws ....................................

12 12 12 12 12 14 14 16 16 16 16 16 16 17 17

Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section

4.10. 4.11. 4.12. 4.13. 4.14. 4.15. 4.16. 4.17. 4.18. 4.19. 4.20. 4.21. 4.22. 4.23. 4.24. 4.25. 4.26. 4.27. 4.28. 4.29. 4.30. 4.31. 4.32. 4.33. 4.34. 4.35. 4.36. 4.37. 4.38.

Existing Contracts ...................................... Contractual Defaults .................................... Reserved ................................................ Insurance Policies ...................................... Employee Benefit Plans .................................. Status .................................................. Taxes ................................................... Employee Matters ........................................ Credit Agreements ....................................... Record Books ............................................ MPCM Loan/Stockholder Distribution Obligations .......... Accounts Receivable/Working Capital ..................... Customer Contracts ...................................... Affiliate and Insider Transactions ...................... Compliance With Laws .................................... Absence of Certain Developments ......................... Material Adverse Change ................................. Bank Accounts and Powers of Attorney .................... Broker's or Finder's Fees ............................... Business Activities of 1838 ............................. Regulatory Documents .................................... Ineligible Persons ...................................... Funds ................................................... Investment Company Contracts ............................ Technology and Intellectual Property .................... Year 2000 ............................................... Redemption Agreement .................................... Former Stockholders ..................................... Disclosure ..............................................

12 12 12 12 12 14 14 16 16 16 16 16 16 17 17 18 19 19 19 19 19 20 20 20 21 21 21 21 22

ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF MBIA AND ACQUISITION
Section Section Section Section Section Section Section Section Section Section 5.01. 5.02. 5.03. 5.04. 5.05. 5.06. 5.07. 5.08. 5.09. 5.10. Organization ............................................ Authorization; Enforceability ........................... No Violation or Conflict ................................ Litigation .............................................. Brokers ................................................. SEC Reports and Financial Statements .................... Material Adverse Change ................................. MBIA Stock .............................................. Capitalization .......................................... Certain Tax-Related Matters ............................. 22 22 22 22 23 23 23 23 23 23

ii

ARTICLE VI COVENANTS OF 1838
Section Section Section Section Section Section Section Section 6.01. 6.02. 6.03. 6.04. 6.05. 6.06. 6.07. 6.08. Conduct of Business of 1838 ............................. Approval by Investment Company Contract Clients ......... Approval by Investment Advisory Contract Clients ........ Insurance ............................................... Maintenance of Records .................................. Full Access ............................................. Exclusivity ............................................. Accounting Matters ...................................... 24 25 26 26 26 26 26 27

ARTICLE VII CONDITIONS PRECEDENT TO THE

ARTICLE VI COVENANTS OF 1838
Section Section Section Section Section Section Section Section 6.01. 6.02. 6.03. 6.04. 6.05. 6.06. 6.07. 6.08. Conduct of Business of 1838 ............................. Approval by Investment Company Contract Clients ......... Approval by Investment Advisory Contract Clients ........ Insurance ............................................... Maintenance of Records .................................. Full Access ............................................. Exclusivity ............................................. Accounting Matters ...................................... 24 25 26 26 26 26 26 27

ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF MBIA AND ACQUISITION
Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section Section 7.01. 7.02. 7.03. 7.04. 7.05. 7.06. 7.07. 7.08. 7.09. 7.10. 7.11. 7.12. 7.13. 7.14. 7.15. 7.16. 7.17. 7.18. No Material Adverse Change .............................. Compliance with Agreement ............................... Hart Scott Rodino, Act .................................. Pooling Opinion ......................................... 1838 Stockholder Approval ............................... 1838 Opinion Letter ..................................... Approval by 1838, L.P.'s Clients ........................ No Litigation ........................................... Representations and Warranties Accurate ................. Officer's Certificate ................................... Employment of Key Employees ............................. No Adverse Claims ....................................... Additional Documentation ................................ Approval by Board ....................................... Joint Advisory Agreement ................................ Purchase of Minority Interest ........................... MBIA Common Stock Price ................................. Final Disclosure Schedule ............................... 27 27 27 27 27 27 27 28 28 28 28 28 28 28 28 28 28 29

ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF 1838 AND THE 1838 STOCKHOLDERS
Section Section Section Section Section 8.01. 8.02. 8.03. 8.04. 8.05. Compliance With Agreement ............................... Proceedings and Instruments Satisfactory ................ No Litigation ........................................... Representations and Warranties of MBIA and Acquisition .. MBIA Opinion Letter ..................................... iii 29 29 29 29 29

Section Section Section Section Section

8.06. 8.07. 8.08. 8.09. 8.1O.

Approvals ............................................... No Material Adverse Change .............................. MBIA Common Stock Price ................................. Hart-Scott-Rodino ....................................... Stockholder Approval ....................................

29 29 30 30 30

ARTICLE IX INDEMNIFICATION
Section 9.01. Indemnification by 1838 Stockholders .................... 30

Section Section Section Section Section

8.06. 8.07. 8.08. 8.09. 8.1O.

Approvals ............................................... No Material Adverse Change .............................. MBIA Common Stock Price ................................. Hart-Scott-Rodino ....................................... Stockholder Approval ....................................

29 29 30 30 30

ARTICLE IX INDEMNIFICATION
Section Section Section Section Section Section 9.01. 9.02. 9.03. 9.04. 9.05. 9.06. Indemnification by 1838 Stockholders .................... Limitation of Indemnification ........................... Procedure for Indemnification-Third Parties ............. Procedures for Claims by Indemnified Parties ............ Indemnification by MBIA ................................. Exclusive Remedies ...................................... 30 30 31 32 32 33

ARTICLE X MISCELLANEOUS
Section Section Section Section Section Section Section Section Section Section Section Section Section 10.01. 10.02. 10.03. 10.04. 10.05. 10.06. 10.07. 10.08. 10.09. 10.10. 10.11. 10.12. 10.13. Survival of Representations, Warranties and Covenants ... Entire Agreement; Amendment ............................. Expenses ................................................ Governing Law ........................................... Assignment .............................................. Notices ................................................. Counterparts; Headings .................................. Interpretation .......................................... Severability ............................................ Further Assurances ...................................... Waivers ................................................. Successors In Interest .................................. ACKNOWLEDGEMENT BY 1838 STOCKHOLDERS .................... 33 34 34 34 34 34 35 35 35 35 35 36 36

iv

AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of this day of June 19th, 1998 by and among MBIA INC. ("MBIA"), 1838 INVESTMENT ADVISORS, INC. ("1838") and MBIA ACQUISITION, INC. ("Acquisition"). RECITALS WHEREAS, 1838 is a Delaware corporation whose sole business activity is the management and holding of its partnership interest in 1838 Investment Advisors, L.P. ("1838, L.P."); and WHEREAS, 1838, L.P. is a Delaware limited partnership engaged in the business of providing investment advice and related services (the "Business Activities"); and WHEREAS, the stockholders of 1838 (the "1838 Stockholders") own 558,200 shares of common stock of 1838 (the "1838 Common Stock"); and WHEREAS, it is the intention of the parties hereto that, upon effectuation of the Merger contemplated by this Agreement, that MBIA shall own all of the outstanding shares of the 1838 Common Stock; and WHEREAS, the respective Boards of Directors of MBIA, 1838 and Acquisition have (a) determined that the merger of Acquisition with and into 1838 (the "Merger") pursuant to, and subject to all of the terms and

AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER is made as of this day of June 19th, 1998 by and among MBIA INC. ("MBIA"), 1838 INVESTMENT ADVISORS, INC. ("1838") and MBIA ACQUISITION, INC. ("Acquisition"). RECITALS WHEREAS, 1838 is a Delaware corporation whose sole business activity is the management and holding of its partnership interest in 1838 Investment Advisors, L.P. ("1838, L.P."); and WHEREAS, 1838, L.P. is a Delaware limited partnership engaged in the business of providing investment advice and related services (the "Business Activities"); and WHEREAS, the stockholders of 1838 (the "1838 Stockholders") own 558,200 shares of common stock of 1838 (the "1838 Common Stock"); and WHEREAS, it is the intention of the parties hereto that, upon effectuation of the Merger contemplated by this Agreement, that MBIA shall own all of the outstanding shares of the 1838 Common Stock; and WHEREAS, the respective Boards of Directors of MBIA, 1838 and Acquisition have (a) determined that the merger of Acquisition with and into 1838 (the "Merger") pursuant to, and subject to all of the terms and conditions of, this Agreement is advisable, fair and in the best interests of MBIA, 1838 and Acquisition and their respective stockholders and (b) approved the Merger, this Agreement and the transactions contemplated by this Agreement; and WHEREAS, the respective Board of Directors of 1838 and Acquisition have resolved that this Agreement and the Merger be submitted to their respective stockholders for approval; and WHEREAS, all of the 1838 Stockholders have approved by execution and delivery of the Selling Stockholder Letter and MBIA as the sole stockholder of Acquisition (the "Acquisition Stockholder") has approved, by written consent, the terms of the Merger as set forth herein; and NOW, THEREFORE, in consideration of the Recitals and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed that: ARTICLE I DEFINITIONS When used in this Agreement, the following terms shall have the meanings specified:

"Acquisition" shall mean MBIA Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of MBIA. "Acquisition Stockholder" shall mean MBIA. "Advisers Act" shall mean the Investment Advisers Act of 1940, as amended, and the rules and regulations issued by the SEC thereunder. "Agreement" shall mean this Agreement and Plan of Merger, together with the Exhibits attached hereto and together with the Disclosure Schedule "Articles of Merger" shall mean Articles of Merger in a form approved for filing with the Delaware Department of State which shall have the executed Plan of Merger attached thereto.

"Acquisition" shall mean MBIA Acquisition, Inc., a Delaware corporation and a wholly-owned subsidiary of MBIA. "Acquisition Stockholder" shall mean MBIA. "Advisers Act" shall mean the Investment Advisers Act of 1940, as amended, and the rules and regulations issued by the SEC thereunder. "Agreement" shall mean this Agreement and Plan of Merger, together with the Exhibits attached hereto and together with the Disclosure Schedule "Articles of Merger" shall mean Articles of Merger in a form approved for filing with the Delaware Department of State which shall have the executed Plan of Merger attached thereto. "Brown" shall mean W. Thacher Brown as the President/Chief Executive Officer of 1838 and as the representative of the 1838 Stockholders. "Business Activities" shall have the meaning set forth in the Recitals hereto. "Closing Date" shall mean July 31, 1998 or such other date as may be mutually agreed upon by the parties. "Code" shall mean the Internal Revenue Code of 1986, as the same may be in effect from time to time. "Customer Contracts" shall have the meaning set forth in Section 4.22 hereof, "Disclosure Schedule" shall mean the Disclosure Schedule, a form of which is attached to this Agreement which shall be delivered to MBIA in accordance with the terms of Section 3.01 of this Agreement. "Effective Time of Merger" shall have the meaning set forth in Section 2.02 hereof. "1838" shall mean 1838 Investment Advisors, Inc., a Delaware corporation. "1838 Common Stock" or "Stock" shall mean all of the issued and outstanding shares of common stock of 1838. "1838 Counsel Opinion" shall mean an opinion of counsel to 1838 in form and substance reasonably acceptable to N4BIA. "1838, L.P." shall mean 1838 Investment Advisors, L.P., a Delaware limited partnership. "1838, L.P. EBITDA" shall mean the 1838, L.P. earnings before interest, taxes, depreciation and amortization. "1838, L.P. Material Adverse Effect" shall mean any event, condition or fact which is, or reasonably may be expected to be, materially adverse to the financial condition, properties, 2

business or results of operations of 1838, L.P. when considered in their entirety; provided, however, that the foregoing shall not include general economic or market conditions. "1838, L.P. Partnership Interests" shall mean all of 1838's right, title and interest in 1838, L.P. "1838 Stockholders" shall mean all of the holders of 1838 Common Stock on the Closing Date, as set forth on Exhibit A. "Employee Benefit Plans" shall mean any pension plan, profit-sharing plan, bonus plan, incentive compensation plan, stock ownership plan, stock purchase plan, stock option plan, stock appreciation plan, employee benefit plan, employee benefit policy, retirement plan, fringe benefit program, insurance plan, severance plan, disability

business or results of operations of 1838, L.P. when considered in their entirety; provided, however, that the foregoing shall not include general economic or market conditions. "1838, L.P. Partnership Interests" shall mean all of 1838's right, title and interest in 1838, L.P. "1838 Stockholders" shall mean all of the holders of 1838 Common Stock on the Closing Date, as set forth on Exhibit A. "Employee Benefit Plans" shall mean any pension plan, profit-sharing plan, bonus plan, incentive compensation plan, stock ownership plan, stock purchase plan, stock option plan, stock appreciation plan, employee benefit plan, employee benefit policy, retirement plan, fringe benefit program, insurance plan, severance plan, disability plan, health care plan, sick leave plan, death benefit plan or any other plan or program to provide retirement income, fringe benefits or other benefits to former or current employees of 1838, L.P. "Environmental Laws" shall mean any federal, state or local statute, law, rule, regulation, ordinance, code, permit or policy relating to Hazardous Materials, environmental matters or the protection of public health and safety. "ERISA' shall mean the Employee Retirement Income Security Act of 1974, as the same may be in effect from time to time, and all rules and regulations issued pursuant thereto. "Excess Working Capital" shall mean the amount by which the current assets of 1838, L.P. exceed its current liabilities as those amounts are determined in accordance with GAAP; provided, however, current liabilities shall not be deemed to include any portion of the MPCM Loan or the Stockholder Distribution Obligations, regardless of its classification under GAAP. "Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended. "Fiscal Year" shall mean 1838's fiscal year, which is the calendar year. "Fund" shall mean a registered investment company or series thereof to which 1838, L.P. provides advisory or subadvisory services. "GAAP" shall mean generally accepted accounting principles consistently applied. "Hazardous Materials" means any substance that (a) requires investigation, removal or remediation under any Environmental Law, (b) is defined or identified as a "hazardous waste" or "hazardous substance" under any Environmental Law or (c) is toxic, explosive, corrosive, flammable, carcinogenic or otherwise hazardous. "Investment Advisory Contract" shall mean any investment advisory agreement entered into by 1838, L.P. for the purpose of providing investment advisory services to a client which is not a registered investment company or series thereof. "Investment Company Act" shall mean the Investment Company Act of 1940, as amended and the rules and regulations of the SEC thereunder. 3

"Investment Company Contract" shall mean an investment advisory agreement entered into by 1838, L.P. for the purpose of providing investment advisory or subadvisory services to a registered investment company or series thereof "Joint Advisory Agreement" shall mean the Joint Advisory and Marketing Agreement by and among 1838, 1838, L.P. and MPCM and dated September 30, 1994. "Key Employees" shall mean W. Thacher Brown, John Springrose and George W. Gephart.

"Investment Company Contract" shall mean an investment advisory agreement entered into by 1838, L.P. for the purpose of providing investment advisory or subadvisory services to a registered investment company or series thereof "Joint Advisory Agreement" shall mean the Joint Advisory and Marketing Agreement by and among 1838, 1838, L.P. and MPCM and dated September 30, 1994. "Key Employees" shall mean W. Thacher Brown, John Springrose and George W. Gephart. "Knowledge of 1838" shall mean the actual knowledge of Brown, John J. McElroy HI or George W. Gephart, Jr. "Knowledge of MBIA" shall mean the actual knowledge of Gary Dunton, Peggy Garfunkel, James O'Keefe, Clifford Corso, Robert Ohanesian, Jeffrey Kostiw, Richard Walz and Pauline Cullen. "Law" shall mean any common law and federal, state, local or other law, rule, regulation or governmental requirement of any kind, and the rules, regulations and orders promulgated thereunder by any regulatory agencies or other Persons. "Lien" shall mean, with respect to any asset: (a) any mortgage, pledge, lien, charge, claim, restriction, reservation, condition, easement, covenant, lease, encroachment, title defect, imposition, security interest or other encumbrance of any kind; and (b) the interest of a vendor or lessor under any conditional sale agreement, financing lease or other title retention agreement relating to such asset. "Limited Partnership Agreement" shall mean the Agreement of Limited Partnership of 1838, L.P. as amended and restated as of September 30, 1994 and as further amended through May 15,1998. "MBIA" shall mean MBIA Inc. "MBIA Common Stock" shall mean shares of the common stock, $1.00 par value, of MBIA Inc. to be exchanged for 1838 Common Stock pursuant to Section 2.08 hereof. "MBIA Counsel Opinion" shall mean an opinion of counsel to MBIA. in form and substance reasonably acceptable to 1 83 8. "MBIA Material Adverse Effect" shall mean any event, condition or fact which is, or reasonably may be expected to be, materially adverse to the financial condition, properties, business or results of operations of MBIA when considered in their entirety; provided, however, that the foregoing shall not include general economic or market conditions. "Merger" shall mean the merger of Acquisition with and into 1838 pursuant to this Agreement. "MPCM" shall mean MeesPierson Capital Management, Inc. 4

"MPCM Loan" shall mean an obligation of 1838, L.P. in the original principal amount of $12,000,000, the proceeds of which were used to acquire the 1838, L.P. partnership interests of MPCM. "Multiemployer Plan" has the meaning given in ERISA Section 3(37)(A). "Organizational Documents" means (a) Certificate of Incorporation, bylaws and stockholders agreements of a corporation; (b) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (c) any charter or similar document adopted or filed in connection with the creation, formation or organization of any entity; and (d) any amendment to any of the foregoing.

"MPCM Loan" shall mean an obligation of 1838, L.P. in the original principal amount of $12,000,000, the proceeds of which were used to acquire the 1838, L.P. partnership interests of MPCM. "Multiemployer Plan" has the meaning given in ERISA Section 3(37)(A). "Organizational Documents" means (a) Certificate of Incorporation, bylaws and stockholders agreements of a corporation; (b) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (c) any charter or similar document adopted or filed in connection with the creation, formation or organization of any entity; and (d) any amendment to any of the foregoing. "PBGC' shall mean the Pension Benefit Guaranty Corporation, or any successor thereto. "Pension Plan" has the meaning in ERISA Section 3(2)(A). "Permits" shall mean all material licenses, pen-nits, approvals, franchises, qualifications, certificates of convenience and necessity, permissions, agreements, rate and other orders and governmental authorizations required for the conduct of the business of 1838. "Person" shall mean a natural person, corporation, trust, partnership, governmental entity, agency or branch or department thereof, or any other legal entity. "Plan of Merger" shall mean the Plan of Merger between 1838 and Acquisition in substantially the form of Exhibit D attached to this Agreement. "Redemption Agreement" shall mean the 1838 Investment Advisors, L.P. Redemption and Amendment Agreement dated as of May 15, 1998 among 1838,1838, L.P. and MPCM. "Regulatory Documents" shall mean all reports, registration statements and other documents, together with amendments, required by any governmental agency or authority. "SEC' shall mean the Securities and Exchange Commission. "Securities Act" shall mean the Securities Act of 1933, as amended. "Securities Laws" shall mean all applicable federal and state securities laws and the rules and regulations issued thereunder. "Selling Stockholder Letter" shall mean the letter to be delivered by the 1838 Stockholders in the form of Exhibit G hereto. "Stockholder Distribution Obligation" shall mean, collectively, any declared obligation of 1838, L.P. to distribute partnership earnings to 1838 and any declared obligation of 1838 to dividend corporate income to the 1838 Stockholders. "Stockholders' Agreement" shall mean the Stockholders' Agreement dated September 30, 1994 by and among 1838 and the stockholders named therein, including all amendments thereto. 5

"Tax" shall mean any federal and Commonwealth of Pennsylvania (including its local governments) income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code ss. 59A), customs duties, capital stock, franchise, profits, withholding, social security (other similar), unemployment disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not. "Tax Return" shall mean any return, declaration, report, claim for refund or information return or statement relating

"Tax" shall mean any federal and Commonwealth of Pennsylvania (including its local governments) income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code ss. 59A), customs duties, capital stock, franchise, profits, withholding, social security (other similar), unemployment disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not. "Tax Return" shall mean any return, declaration, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto and including any amendment thereof. "Welfare Plan" shall have the meaning set forth in ERISA Section 3(l). ARTICLE II THE MERGER Section 2.01. The Merger. This Agreement provides for the merger of Acquisition with and into 1838, whereby each outstanding share of 1838 Common Stock will be converted into shares of MBIA Common Stock as described in this Agreement. As of the Effective Time of Merger, Acquisition will be merged with and into 1838, which shall be the surviving corporation in the Merger (the "Surviving Corporation") and shall continue to be governed by the Laws of the State of Delaware as a wholly-owned subsidiary of MBIA, and the separate existence of Acquisition shall thereupon cease. The Merger shall be pursuant to the provisions of, and shall be with the effects provided in, the Delaware General Corporation Law and any other applicable law. Section 2.02. Effective Time of Merger. The consummation of the Merger shall be effected on the Closing Date or as soon thereafter as all of the conditions to the Merger have been satisfied or waived. The Merger shall become effective as of the close of business on the date of the filing of the Articles of Merger with the Delaware Department of State. The date and time on which the Merger shall become effective is referred to in this Agreement as the "Effective Time of Merger." Section 2.03. Certificate of Incorporation of Surviving Corporation. The Certificate of Incorporation of Acquisition as in effect immediately prior to the Effective Time of Merger shall be the Certificate of Incorporation of the Surviving Corporation until amended in accordance with Law. Section 2.04. Bylaws of Surviving Corporation. The Bylaws of 183 8 as in effect immediately prior to the Effective Time of Merger as amended at the Effective Time of Merger (the "Amended Bylaws") shall be the Bylaws of the Surviving Corporation until amended in accordance with Law. Section 2.05. Directors and Officers of Surviving Corporation. The duly qualified and acting directors and officers of Acquisition immediately prior to the Effective Time of Merger 6

shall be the directors and officers of the Surviving Corporation, to hold office as provided in the Bylaws of the Surviving Corporation until replaced in accordance with the Amended Bylaws. Section 2.06. The Closing. Immediately prior to the filings referred to by Section 2.02 hereof, a closing of the transactions contemplated by this Agreement shall take place at the offices of Drinker, Biddle & Reath, Suite 300, 1000 Westlakes Drive, Berwyn, Pennsylvania at 10:00 a.m. local time on the Closing Date for the purpose of confirming the satisfaction of or, if permissible, waiver of the conditions set forth in Sections 7 and 8. Section 2.07. Conversion of Acquisition Common Stock. At the Effective Time of Merger, and without any action on the part of the holders thereof, each share of common stock of Acquisition issued and outstanding at the Effective Time of Merger shall be converted into one share of 1838 Common Stock. Section 2.08. Conversion of 1838 Common Stock.

shall be the directors and officers of the Surviving Corporation, to hold office as provided in the Bylaws of the Surviving Corporation until replaced in accordance with the Amended Bylaws. Section 2.06. The Closing. Immediately prior to the filings referred to by Section 2.02 hereof, a closing of the transactions contemplated by this Agreement shall take place at the offices of Drinker, Biddle & Reath, Suite 300, 1000 Westlakes Drive, Berwyn, Pennsylvania at 10:00 a.m. local time on the Closing Date for the purpose of confirming the satisfaction of or, if permissible, waiver of the conditions set forth in Sections 7 and 8. Section 2.07. Conversion of Acquisition Common Stock. At the Effective Time of Merger, and without any action on the part of the holders thereof, each share of common stock of Acquisition issued and outstanding at the Effective Time of Merger shall be converted into one share of 1838 Common Stock. Section 2.08. Conversion of 1838 Common Stock. (a) Conversion. At the Effective Time of Merger, and without any action on the part of the holders thereof, each share of 1838 Common Stock issued and outstanding at the Effective Time of Merger shall be converted into 2.134 shares of MBIA Common Stock (the "Exchange Ratio") on the terms and conditions set forth in this Agreement. (b) Fractional Interests. No fractional interests in MBIA Common Stock shall be issued in connection with the Merger. If the Exchange Ratio results in a fractional share of MBIA Common Stock due to an 1838 Stockholder, then such stockholder shall receive, in lieu of such fractional interests, cash (without interest) in an amount equal to the product of such fractional part of a share of MBIA Common Stock multiplied by the market price of MBIA Common Stock at the end of the second trading day prior to the Closing Date as reported by the New York Stock Exchange, rounded down to the nearest cent. (c) Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of 1838 Common Stock or MBIA Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, split, combination or exchange of shares. Section 2.09. Exchange of 1838 Certificates (a) Exchange Agent. As of the Effective Time of Merger, MBIA shall act as exchange agent, or shall designate a bank or trust company to act as exchange agent (in either case, the "Exchange Agent") for the benefit of the 1838 Stockholders. MBIA shall make available to the Exchange Agent, immediately prior to the Effective Time, certificates representing the shares of MBIA Common Stock issuable in exchange for the 1838 Common Stock. 7

(b) Exchange of Shares. On the Effective Time of Merger, the 1838 Stockholders shall surrender to the Exchange Agent the certificates which, immediately prior to the Effective Time of Merger, represented outstanding shares of 1838 Common Stock (the "1838 Certificates"), Upon surrender of an 1838 Certificate for cancellation to the Exchange Agent, together with such other documents as the Exchange Agent may reasonably require, the holder of such 1838 Certificate shall receive in exchange therefor a certificate representing that number of whole shares of MBIA Common Stock and any payment for fractional interests to which such holder is entitled in respect of such 1838 Certificate pursuant to the provisions of Section 2.08 above and the 1838 Certificate so surrendered shall forthwith be canceled. (c) No Further Rights in 1838 Common Stock. All shares of MBIA Common Stock issued upon conversion of the 1838 Common Stock in accordance with the terms of this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the 1838 Common Stock. Section 2. 1 0. Stock Transfer Books. From and after the Effective Time of Merger, the holders of 1838 Certificates outstanding immediately prior to the Effective Time of Merger shall cease to have any rights with

(b) Exchange of Shares. On the Effective Time of Merger, the 1838 Stockholders shall surrender to the Exchange Agent the certificates which, immediately prior to the Effective Time of Merger, represented outstanding shares of 1838 Common Stock (the "1838 Certificates"), Upon surrender of an 1838 Certificate for cancellation to the Exchange Agent, together with such other documents as the Exchange Agent may reasonably require, the holder of such 1838 Certificate shall receive in exchange therefor a certificate representing that number of whole shares of MBIA Common Stock and any payment for fractional interests to which such holder is entitled in respect of such 1838 Certificate pursuant to the provisions of Section 2.08 above and the 1838 Certificate so surrendered shall forthwith be canceled. (c) No Further Rights in 1838 Common Stock. All shares of MBIA Common Stock issued upon conversion of the 1838 Common Stock in accordance with the terms of this Agreement shall be deemed to have been issued in full satisfaction of all rights pertaining to the 1838 Common Stock. Section 2. 1 0. Stock Transfer Books. From and after the Effective Time of Merger, the holders of 1838 Certificates outstanding immediately prior to the Effective Time of Merger shall cease to have any rights with respect to such shares of 1838 Common Stock except as otherwise provided in this Agreement or by Law. Section 2.1 1. Reorganization. The parties intend that this Agreement be a plan of reorganization within the meaning of Section 368(a) of the Code and that the Merger be a tax-free reorganization under Section 368(a) of the Code. The 1838 Stockholders shall obtain such opinions and approvals from their tax advisors as they deem appropriate regarding the compliance of the terms of the Merger with Section 368(a) of the Code. Section 2.12. Nonsolicitation. As an inducement to MBIA to enter into this Agreement, the 1838 Stockholders set forth on Exhibit A-1 hereto (the "Nonsoliciting Stockholders") agree to abide by the provisions of the nonsolicitation agreement set forth in subsection (a) for a period of two (2) years after the Closing Date. (a) Covenants. Each Nonsoliciting Stockholder agrees that he/she will not (i) contact any person who was a client or who was employed by a client of 1838 or 1838, L.P. regarding his/her ability to perform investment, management and financial services for them except on behalf of 1838 or 1838, L.P. or (ii) enter into contracts with a client of 1838 or 1838, L.P. to provide services similar to those performed by the Nonsoliciting Stockholder on behalf of 1838 and/or 1838, L.P., regardless of whether the Nonsoliciting Stockholder solicited the business of such client. (b) Penalties. In the event that a Nonsoliciting Stockholder violates the terms of the covenant set out in subsection (a), any one or more of the following penalties shall be enforced against him or her: (i) Disgorgement. If a Nonsoliciting Stockholder violates the covenant, then 1838 and/or 1838, L.P. is entitled to an accounting and payment of all profits which the stockholder has realized as a result of such violation(s); and 8

(ii) Any remedies available at law and equity including, without limitation, injunctive relief ARTICLE III OTHER AGREEMENTS Section 3.01. Disclosure Schedule. Not less than one (1) business day prior to its execution of this Agreement, 1838 shall deliver to MBIA a preliminary Disclosure Schedule in the form attached hereto. Not less than three (3) Business Days prior to the Closing Date, 1838 will deliver to M13IA a final Disclosure Schedule and shall deliver, on the Closing Date, a certificate dated as of the Closing Date and signed by Brown as President and Chief Executive Officer of 1838 stating that, except as set forth in the Certificate, the final Disclosure Schedule is true and accurate as of the Closing Date. Section 3.02. Legal Conditions to Merger. Each party to this Agreement will (a) take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the Merger; (b) promptly cooperate with and furnish information to the other parties in

(ii) Any remedies available at law and equity including, without limitation, injunctive relief ARTICLE III OTHER AGREEMENTS Section 3.01. Disclosure Schedule. Not less than one (1) business day prior to its execution of this Agreement, 1838 shall deliver to MBIA a preliminary Disclosure Schedule in the form attached hereto. Not less than three (3) Business Days prior to the Closing Date, 1838 will deliver to M13IA a final Disclosure Schedule and shall deliver, on the Closing Date, a certificate dated as of the Closing Date and signed by Brown as President and Chief Executive Officer of 1838 stating that, except as set forth in the Certificate, the final Disclosure Schedule is true and accurate as of the Closing Date. Section 3.02. Legal Conditions to Merger. Each party to this Agreement will (a) take all reasonable actions necessary to comply promptly with all legal requirements which may be imposed on it with respect to the Merger; (b) promptly cooperate with and furnish information to the other parties in connection with any such requirements imposed upon any of them in connection with the Merger; and (c) take all reasonable actions necessary to obtain (and will cooperate with the other parties in obtaining) any consent, authorization, order or approval of, or any exemption by, any governmental entity or other public or private Person, required to be obtained or made by the parties to this Agreement in connection with the Merger or the taking of any action contemplated thereby or by this Agreement. Section 3.03. Public Announcements. Subject to each party's disclosure obligations imposed by Law, 1838, the 1838 Stockholders, Acquisition and MBIA will cooperate with each other in the development and distribution of all news releases and other public information disclosures with respect to this Agreement or any of the transactions contemplated hereby and, except as may be required by law, shall not issue any public announcement or statement with respect thereto prior to consultation with the other parties. ARTICLE IV REPRESENTATIONS AND WARRANTIES OF 1838 1838 and the 1838 Stockholders make the following representations and warranties to MBIA, all of which shall be true as of the date of this Agreement and the Closing Date: Section 4.01. Ownership of Stock The 1838 Stockholders are the lawful owners of the Stock which constitutes 100% of the outstanding common stock of 1838, free and clear of all liens, encumbrances, restrictions and claims of every kind (except for the Stockholders Agreement). The schedule of the 1838 Stockholders and the percentage of Stock owned by each of them set forth on Exhibit A hereto is complete and accurate in all respects. All of the issued and outstanding shares have been duly authorized and are validly issued, fully paid and nonassessable. There are no outstanding or authorized option, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that 9

could require 1838 to issue, sell or otherwise cause to become outstanding any of the Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to 1838. There are no liens, encumbrances or other restrictions, contractual or otherwise, which could serve to restrict the transfer or acquisition of the Stock. Section 4.02. Ownership of 1838, L.P. 1838 owns 99.33 percent of the 1838, L.P. partnership interests and all of the partnership interests of 1838, L.P. are held by 1838 and W. Thacher Brown. The 1838 Stockholders have no right, title, interest or claim in or against the 1838, L.P. partnership interests or any of the assets of 1838, L.P. Except as set forth on the Disclosure Schedule, the 1838, L.P. Partnership Interests are free and clear of all liens, encumbrances, restrictions and claims of any kind and 1838 has not entered into any agreements, written or oral, regarding the sale or encumbrance of the 1838, L.P. Partnership Interests. Except as set forth in the Stockholders' Agreement and the Disclosure Schedule, neither the 1838 Stockholders nor 1838 is a party to any

could require 1838 to issue, sell or otherwise cause to become outstanding any of the Stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to 1838. There are no liens, encumbrances or other restrictions, contractual or otherwise, which could serve to restrict the transfer or acquisition of the Stock. Section 4.02. Ownership of 1838, L.P. 1838 owns 99.33 percent of the 1838, L.P. partnership interests and all of the partnership interests of 1838, L.P. are held by 1838 and W. Thacher Brown. The 1838 Stockholders have no right, title, interest or claim in or against the 1838, L.P. partnership interests or any of the assets of 1838, L.P. Except as set forth on the Disclosure Schedule, the 1838, L.P. Partnership Interests are free and clear of all liens, encumbrances, restrictions and claims of any kind and 1838 has not entered into any agreements, written or oral, regarding the sale or encumbrance of the 1838, L.P. Partnership Interests. Except as set forth in the Stockholders' Agreement and the Disclosure Schedule, neither the 1838 Stockholders nor 1838 is a party to any agreement the terms of which prohibit the 1838 Stockholders from conveying the Stock and the 1838, L.P. Partnership Interests to MBIA, or which would cause an acceleration of any obligations of 1838 or 1838, L.P. Section 4.03. Existence, Good Standing and Authority. 1838 is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. 1838 has the power to own its property and to carry on its business as now being conducted. 1838 is duly qualified to do business in Pennsylvania, which is the only jurisdiction in which the character or location of the properties owned or leased by 1838 makes such qualification necessary. The execution, delivery and performance of this Agreement by 1838 and all of the documents and instruments required by this Agreement to be executed by 1838 are within the corporate power of 1838 and have been duly authorized by the Board of Directors. 1838, L.P. is a Delaware limited partnership, governed by the provisions of the Delaware Revised Uniform Limited Partnership Act and has the power to own its property and carry on its business as now being conducted. To the extent required by applicable law, 1838, L.P. is qualified to do business in Pennsylvania. The Limited Partnership Agreement remains in full force and effect and has not been amended or modified. 1838 and W. Thacher Brown are the only partner's in 1838, L.P. Section 4.04. Capital Stock 1838 has an authorized capitalization consisting of 1,000,000 shares of common stock of which 558,200 shares are issued and outstanding. Such outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable. There are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, plans or other agreements of any character providing for the purchase, issuance or sale of any shares of the capital stock of 1838, other than as contemplated by this Agreement and as set forth in the Stockholders Agreement. Section 4.05. Subsidiaries and Investments. Except with respect to the 1838, L.P. Partnership Interests, 1838 does not own directly or indirectly, any capital stock or other equity or proprietary interest in other corporations, partnerships, associations, trust, joint ventures or other entities. 1838, L.P. does not own, directly or indirectly, any capital stock or other equity or proprietary interest in any corporation, partnership, association, trust, joint venture or other entity except as set forth on the Disclosure Schedule. 10

Section 4.06. No Violation or Conflict. Except as disclosed on the Disclosure Schedule, the execution, delivery and performance of this Agreement by 1838 Stockholders does not and will not conflict with or violate any Law, the Organizational Documents or any contract, agreement or lease of 1838 or 1838, L.P. Section 4.07. Litigation. Except as disclosed on the Disclosure Schedule, to the knowledge of 1838 there is no pending or threatened litigation or proceeding against or affecting 1838 or 1838, L.P. before any court, arbitrator or governmental department, board, agency or instrumentality; and there currently is no judgment, decree, order, writ, or injunction of any court, arbitrator or governmental department, board, agency or instrumentality pending against the 1838 or 1838, L.P. Section 4.08. Financial Statements. The financial statements for 1838 and 1838, L.P. listed on the Disclosure Schedule, each of which has previously been provided to MBIA (collectively referred to as the "Financial Statements"), have been prepared in accordance with generally accepted accounting principles ("GAAP"), in a manner consistently applied and present fairly the financial condition of 1838 and 1838, L.P. as of the date indicated, except as described in the Disclosure Schedule. Except as disclosed on the Disclosure Schedule,

Section 4.06. No Violation or Conflict. Except as disclosed on the Disclosure Schedule, the execution, delivery and performance of this Agreement by 1838 Stockholders does not and will not conflict with or violate any Law, the Organizational Documents or any contract, agreement or lease of 1838 or 1838, L.P. Section 4.07. Litigation. Except as disclosed on the Disclosure Schedule, to the knowledge of 1838 there is no pending or threatened litigation or proceeding against or affecting 1838 or 1838, L.P. before any court, arbitrator or governmental department, board, agency or instrumentality; and there currently is no judgment, decree, order, writ, or injunction of any court, arbitrator or governmental department, board, agency or instrumentality pending against the 1838 or 1838, L.P. Section 4.08. Financial Statements. The financial statements for 1838 and 1838, L.P. listed on the Disclosure Schedule, each of which has previously been provided to MBIA (collectively referred to as the "Financial Statements"), have been prepared in accordance with generally accepted accounting principles ("GAAP"), in a manner consistently applied and present fairly the financial condition of 1838 and 1838, L.P. as of the date indicated, except as described in the Disclosure Schedule. Except as disclosed on the Disclosure Schedule, neither 1838 nor 1838, L.P. had any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, and whether due or to become due, which would, individually or in the aggregate, have an 1838, L.P. Material Adverse Effect, and which are not reflected or reserved against in the Financial Statements as of the date of each of the Financial Statements. Neither 1838 nor 1838, L.P. have any liabilities or obligations of any nature, whether absolute, accrued, contingent or otherwise, whether due or to become due, as of the Closing Date, except as disclosed on the Disclosure Schedule. Section 4.09. Title to Properties and Assets. Neither 1838 nor 1838, L.P. have ever owned or controlled any real property other than leased office space. 1838 and 1838, L.P. have good and marketable title to all of their personal property reflected on the Financial Statements and which is material to the business of 1838 and 1838, L.P., free and clear of all Liens or rights of third parties and all such property is in good and useable condition and complies in all material respects with all applicable laws, ordinances, codes, rules and regulations. All property and assets held by 1838 and 1838, L.P. under leases are held under-valid and enforceable leases, neither 1838 nor 1838, L.P. are in default under any such lease, each lease will continue in full force and effect immediately after the consummation of the transactions contemplated by this Agreement, and there is no material dispute between 1838 and/or 1838, L.P. and other parties to such leases or the owners of the leased property. Each item of furniture, fixtures and equipment with a book value in excess of $1,000 or lease payments in excess of $1,000 per month which are owned or leased by 1838 or 1838, L.P. on the Closing Date are set forth on the Disclosure Schedule. Section 4.10. Existing Contracts. Except as disclosed on the Disclosure Schedule, neither 1838 nor 1838, L.P. is a party to or bound by any written or oral (i) contract with any labor union, (ii) employment, agency, consulting or similar contract, (iii) lease, whether as lessor or lessee, with respect to any real or personal property that cannot be canceled by it without material cost or penalty upon six months' or less notice and involving a rent of more than $1,000 a month, (iv) material contract or commitment extending beyond six months from the date of this 11

Agreement (other than investment advisory agreements with clients), (v) contract or commitment involving more than $1,000 a month for other than the purchase of merchandise and supplies in the ordinary course of business (other than investment advisory agreements with clients), (vi) guaranty, suretyship, indemnification or contribution agreement, other than obligations, if any, of 1838 to indemnify its officers and directors in accordance with its Organizational Documents (vii) any agreement by 1838 or 1838, L.P. not to compete in any business or geographical area or (viii) other material contract not made in the ordinary course of business. Section 4.11. Contractual Defaults. Except as disclosed on the Disclosure Schedule, neither 183.8 nor 1838, L.P. is in default, and no event has occurred which, with the passage of time or the giving of notice, or both, will constitute a default on the part of 1838 or 1838, L.P., under any agreement, indenture, loan agreement or other instrument to which it is a party or by which it or any of its assets is bound or to which any of its assets is subject, except where such default would not have an 1838, L.P. Material Adverse Effect. All parties with whom 1838 and/or 1838, L.P. have material leases, agreements or contracts or who owe material obligations to 1838 and 1838, L.P. are in compliance therewith in all material respects.

Agreement (other than investment advisory agreements with clients), (v) contract or commitment involving more than $1,000 a month for other than the purchase of merchandise and supplies in the ordinary course of business (other than investment advisory agreements with clients), (vi) guaranty, suretyship, indemnification or contribution agreement, other than obligations, if any, of 1838 to indemnify its officers and directors in accordance with its Organizational Documents (vii) any agreement by 1838 or 1838, L.P. not to compete in any business or geographical area or (viii) other material contract not made in the ordinary course of business. Section 4.11. Contractual Defaults. Except as disclosed on the Disclosure Schedule, neither 183.8 nor 1838, L.P. is in default, and no event has occurred which, with the passage of time or the giving of notice, or both, will constitute a default on the part of 1838 or 1838, L.P., under any agreement, indenture, loan agreement or other instrument to which it is a party or by which it or any of its assets is bound or to which any of its assets is subject, except where such default would not have an 1838, L.P. Material Adverse Effect. All parties with whom 1838 and/or 1838, L.P. have material leases, agreements or contracts or who owe material obligations to 1838 and 1838, L.P. are in compliance therewith in all material respects. Section 4.12. Reserved. Section 4.13. Insurance Policies. The Disclosure Schedule sets forth a list of all of the insurance policies and bonds carried by or on behalf of 1838 and 1838, L.P. as of the Closing Date, all of which are currently in fall force and effect. To the knowledge of 1838, no application filed for such insurance policies and bonds contains any material misstatement of fact or fails to state any material fact which may adversely affect the insurance coverage provided. To the knowledge of 1838 after due inquiry of appropriate 1838, L.P. personnel, 1838 and 1838, L.P. have properly and adequately notified all such insurance carriers of any and all claims known to 1838 and 1838, L.P. with respect to the employees, operations and properties of 1838 and 1838, L.P. for which 1838 and 1838, L.P. are insured (and all such pending claims are set forth on the Disclosure Schedule) and has complied with all other material requirements and conditions of such policies and bonds. Section 4.14. Employee Benefit Plans. Except as set forth in the Disclosure Schedule: (i) The Disclosure Schedule lists each Employee Benefit Plan that 1838 and/or 1838, L,P. maintains or to which 1838 and/or 1838, L.P. contributes. (A) Each such Employee Benefit Plan (and each related trust, insurance contract or fund) complies in form and in operation in all respects with the applicable requirements of ERISA, the Code and other applicable laws. (B) All required reports and descriptions (including Form 5500 Annual Reports, Summary Annual Reports, PBGCls and Summary Plan Descriptions) have been filed or distributed appropriately with respect to each such Employee Benefit Plan. The requirements of Part 6 of Subtitle B of Title I of ERISA and of Code ss. 12

4980B have been met with respect to each such Employee Benefit Plan which is a Welfare Plan. (C) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such Employee Benefit Plan which is a Pension Plan. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan which is a Welfare Plan. (D) Each such Employee Benefit Plan which is a Pension Plan meets the requirements of a "qualified plan" under Code ss. 401(a) and has received, within the last two years, a favorable determination letter from the Internal Revenue Service. (E) The market value of assets under each such Employee Benefit Plan which is a Pension Plan equals or exceeds the present value of all vested and nonvested liabilities thereunder determined in accordance with PBGC methods, factors and assumptions applicable to a Pension Plan terminating on the date for determination. (F) 1838 Stockholders has delivered to M131A correct and complete copies of the plan documents and

4980B have been met with respect to each such Employee Benefit Plan which is a Welfare Plan. (C) All contributions (including all employer contributions and employee salary reduction contributions) which are due have been paid to each such Employee Benefit Plan which is a Pension Plan. All premiums or other payments for all periods ending on or before the Closing Date have been paid with respect to each such Employee Benefit Plan which is a Welfare Plan. (D) Each such Employee Benefit Plan which is a Pension Plan meets the requirements of a "qualified plan" under Code ss. 401(a) and has received, within the last two years, a favorable determination letter from the Internal Revenue Service. (E) The market value of assets under each such Employee Benefit Plan which is a Pension Plan equals or exceeds the present value of all vested and nonvested liabilities thereunder determined in accordance with PBGC methods, factors and assumptions applicable to a Pension Plan terminating on the date for determination. (F) 1838 Stockholders has delivered to M131A correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report and all related trust agreements, insurance contracts, and other funding agreements which implement each such Employee Benefit Plan. (ii) With respect to each Employee Benefit Plan that 1838 and/or 1838, L.P. maintains or ever has maintained or to which any of them contributes, ever has contributed or ever has been required to contribute: (A) No such Employee Benefit Plan which is a Pension Plan has been completely or partially terminated or been the subject of a "reportable event" as defined in ERISA Section 4043 as to which notices would be required to be filed with the PBGC. No proceeding by the PBGC to terminate any such Pension Plan has been instituted or, to the best knowledge of the 1838 Stockholders, threatened. (B) There have been no "prohibited transactions" under Code ss. 4975(c) nor ERISA ss. 406 with respect to any such Employee Benefit Plan. No person or entity administering such Employee Benefit Plan has any liability for breach of fiduciary duty or any other failure to act or comply in connection with the administration or investment of the assets of any such Employee Benefit Plan. No action, suit, proceeding, hearing or investigation with respect to the administration or the investment of the assets of any such Employee Benefit Plan (other 13

than routine claims for benefits) is pending or, to the best knowledge of the 1838 Stockholders, threatened. The 1838 Stockholders have no knowledge of any basis for any such action, suit, proceeding, hearing or investigation. (C) Neither 1838 nor 1838, L.P. has incurred, and 1838 Stockholders have no reason to expect that 1838 or 1838, L.P. will incur any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA (including any withdrawal liability) or under the Code with respect to any such Employee Benefit Plan which is a Pension Plan. (iii) Neither 1838 nor 1838, L.P. contributed to or ever has been required to contribute to any Multiemployer Plan or has any liability (including withdrawal liability) under any Multiemployer Plan. (iv) Neither 1838 nor 1838, L.P. maintains nor ever have maintained and neither 1838 nor 1838, L.P. have ever contributed to, or ever has been required to contribute to, any Welfare Plan providing medical, health or life or other welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents, Section 4.15. Status. Except as disclosed on the Disclosure Schedule, to the knowledge of 1838, no act or default on the part of 1838 or 1838, L.P. has occurred which could result in the assessment of civil money penalties against 1838 or 1838, L.P., or which violates any federal or state law or regulation, and neither 1838 nor 1838, L.P. is currently subject to any regulatory order or agreement, or other regulatory action. 1838 and

than routine claims for benefits) is pending or, to the best knowledge of the 1838 Stockholders, threatened. The 1838 Stockholders have no knowledge of any basis for any such action, suit, proceeding, hearing or investigation. (C) Neither 1838 nor 1838, L.P. has incurred, and 1838 Stockholders have no reason to expect that 1838 or 1838, L.P. will incur any liability to the PBGC (other than PBGC premium payments) or otherwise under Title IV of ERISA (including any withdrawal liability) or under the Code with respect to any such Employee Benefit Plan which is a Pension Plan. (iii) Neither 1838 nor 1838, L.P. contributed to or ever has been required to contribute to any Multiemployer Plan or has any liability (including withdrawal liability) under any Multiemployer Plan. (iv) Neither 1838 nor 1838, L.P. maintains nor ever have maintained and neither 1838 nor 1838, L.P. have ever contributed to, or ever has been required to contribute to, any Welfare Plan providing medical, health or life or other welfare-type benefits for current or future retired or terminated employees, their spouses or their dependents, Section 4.15. Status. Except as disclosed on the Disclosure Schedule, to the knowledge of 1838, no act or default on the part of 1838 or 1838, L.P. has occurred which could result in the assessment of civil money penalties against 1838 or 1838, L.P., or which violates any federal or state law or regulation, and neither 1838 nor 1838, L.P. is currently subject to any regulatory order or agreement, or other regulatory action. 1838 and 1838, L.P. have filed all applications, reports, returns and filing information data with federal and state authorities and regulatory agencies as are required by federal or state law or regulations. Section 4.16. Taxes. (i) 1838 and 1838, L.P. have timely filed all federal Tax Returns that they were required to file and have filed all Tax Returns required by the Commonwealth of Pennsylvania and its local governments. All such Tax Returns were correct and complete in all respects. All Taxes owed by 1838 and 1838, L.P. (whether or not shown on any Tax Return) have been timely paid, Neither 1838 nor 1838, L.P. is currently the beneficiary of any extension of time within which to file any Tax Return. No claim has ever been made by an authority in a jurisdiction where 1838 and 1838, L.P. do not file Tax Returns that the income of either 1838 or 1838, L.P. is subject to taxation by that jurisdiction. There are no security interests on any of the assets of 1838 or 1838, L.P. that arose in connection with any failure (or alleged failure) to pay any Tax. (ii) 1838 and 1838, L.P. have withheld and paid all Taxes required to have been withheld and paid in correction with amounts paid or 14

owing to any employee, independent contractor, creditor, stockholder or other third party. (iii) Neither 1838 nor 1838, L.P. expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax liability of 1838 or 1838, L.P. either (A) claimed or raised by any authority in writing or (B) as to which 1838 Stockholders have knowledge based upon personal contact with any agent of such authority. The Disclosure Schedule lists all federal, state, local and foreign income Tax Returns filed with respect to 1838 and 1838, L.P. for taxable periods ended on or after December 31, 1996, and indicates if any of those Tax Returns that have been audited or currently are the subject of audit. Neither 1838 nor 1838, L.P. have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a tax assessment or deficiency. (iv) 1838 has not filed a consent under Code ss. 341(f) concerning collapsible corporation. 1838 has not made any payment, is not obligated to make any payments and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code ss. 280G. 1838 has not been a United States real property holding corporation within the meaning of Code ss. 897(c)(2) during the applicable period specified in Code ss. 897(c)(1)(A)(ii). 1838 is not a party to any Tax allocation or sharing agreement. 1838 (A) has not been a member of an affiliated group filing a consolidated federal income Tax

owing to any employee, independent contractor, creditor, stockholder or other third party. (iii) Neither 1838 nor 1838, L.P. expect any authority to assess any additional Taxes for any period for which Tax Returns have been filed. There is no dispute or claim concerning any Tax liability of 1838 or 1838, L.P. either (A) claimed or raised by any authority in writing or (B) as to which 1838 Stockholders have knowledge based upon personal contact with any agent of such authority. The Disclosure Schedule lists all federal, state, local and foreign income Tax Returns filed with respect to 1838 and 1838, L.P. for taxable periods ended on or after December 31, 1996, and indicates if any of those Tax Returns that have been audited or currently are the subject of audit. Neither 1838 nor 1838, L.P. have waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a tax assessment or deficiency. (iv) 1838 has not filed a consent under Code ss. 341(f) concerning collapsible corporation. 1838 has not made any payment, is not obligated to make any payments and is not a party to any agreement that under certain circumstances could obligate it to make any payments that will not be deductible under Code ss. 280G. 1838 has not been a United States real property holding corporation within the meaning of Code ss. 897(c)(2) during the applicable period specified in Code ss. 897(c)(1)(A)(ii). 1838 is not a party to any Tax allocation or sharing agreement. 1838 (A) has not been a member of an affiliated group filing a consolidated federal income Tax Return and (B) has no liability for the Taxes of any other person or entity under Reg. ss. 1.1502-6 (or any similar provision of state, local or foreign law) as a transferee or successor, by contract or otherwise. (v) The Disclosure Schedule sets forth, as of the most recent practicable date, the basis of 1838 and 1838, L.P. in their assets and the amount of any net operating loss, net capital loss, unused tax credits or excess charitable contribution. (vi) Since its inception, 1838, L.P. has been properly treated as a partnership for tax purposes and no tax authority has ever asserted that it should not so be treated. Since its inception, the only partners of 1838, L.P. have been 1838, W. Thacher Brown, MPCM and Lambert Brussels Advisory Corporation. Since its inception, 1838 has been properly treated as an S-Corp. pursuant to a timely filed election and consent of stockholders, no taxing authority has ever asserted that it should not be so treated. Since its inception, 1838's only stockholders have been the 1838 Stockholders and the former stockholders set forth on Exhibit A. Section 4.17. Employee Matters. 1838 has no employees and has never had an employee. Except as disclosed on the Disclosure Schedule, to the knowledge of 1838 after due inquiry of appropriate 1838, L.P. personnel, there is no present or former employee of 1838, L.P. who has any claim against 1838 or 1838, L.P. (whether under Law or under any employee 15

agreement, whether oral, written or implied) for any reason including, without limitation, on account of or for (i) overtime pay, other than overtime pay for the current payroll period; (h) wages or salaries, other than wages or salaries for the current payroll period; (iii) vacations, sick leave, time off or pay in lieu of vacation, sick leave or time off, other than vacation, sick leave or time off (or pay in lieu thereof) earned in the 12-month period immediately preceding the date of this Agreement, (iv) harassment or discrimination or (v) the Merger. Section 4.18. Credit Agreements. Except as disclosed on the Disclosure Statement and except for the MPCM Loan, n6ither 1838 nor 1838, L.P. is a party to or bound by any written or oral long-term debt agreement, credit agreement, sale-lease back agreement, revolving credit agreement, financing agreement or mortgage on real property, in which 1838 or 1838, L.P. is named the lender or the debtor (or mortgagor). Section 4.19. Record Books. Except as set forth in the Disclosure Schedule, the minute book and stock record book of 1838 are complete and correct in all material respects and record all material transactions required to be recorded under any and all applicable state and federal laws or regulations. Section 4.20. MPCM Loan/Stockholder Distribution Obligations. On the Closing Date, the sum of (i) the unpaid principal balance and accrued interest on the MPCM Loan and (ii) the Stockholder Distribution Obligations, shall not exceed fifteen million, seven hundred fifty-eight thousand four hundred forty-two dollars (SI 5,758,442)

agreement, whether oral, written or implied) for any reason including, without limitation, on account of or for (i) overtime pay, other than overtime pay for the current payroll period; (h) wages or salaries, other than wages or salaries for the current payroll period; (iii) vacations, sick leave, time off or pay in lieu of vacation, sick leave or time off, other than vacation, sick leave or time off (or pay in lieu thereof) earned in the 12-month period immediately preceding the date of this Agreement, (iv) harassment or discrimination or (v) the Merger. Section 4.18. Credit Agreements. Except as disclosed on the Disclosure Statement and except for the MPCM Loan, n6ither 1838 nor 1838, L.P. is a party to or bound by any written or oral long-term debt agreement, credit agreement, sale-lease back agreement, revolving credit agreement, financing agreement or mortgage on real property, in which 1838 or 1838, L.P. is named the lender or the debtor (or mortgagor). Section 4.19. Record Books. Except as set forth in the Disclosure Schedule, the minute book and stock record book of 1838 are complete and correct in all material respects and record all material transactions required to be recorded under any and all applicable state and federal laws or regulations. Section 4.20. MPCM Loan/Stockholder Distribution Obligations. On the Closing Date, the sum of (i) the unpaid principal balance and accrued interest on the MPCM Loan and (ii) the Stockholder Distribution Obligations, shall not exceed fifteen million, seven hundred fifty-eight thousand four hundred forty-two dollars (SI 5,758,442) Section 4.21. Accounts Receivable/Working Capital. All accounts receivable -as reflected on 1838, L.P.'s books (the "Accounts Receivable") and records have been generated in the ordinary course of 1838, L.P.'s business. Not more than $250,000 of the Accounts Receivable are more than 90 days past due. No offset, claim of offset or claim of material liability on the part of 1838, L.P. has been asserted by any obligor with respect to the Accounts Receivable. As of the Closing Date, the Excess Working Capital for 1838, L.P. will not be less than three million dollars ($3,000,000). Section 4.22. Customer Contracts. As of the Closing Date, 1838, L.P. had in place the agreements with institutional clients set forth on the Disclosure Schedule (the "Customer Contracts"). 1838, L.P. has not received notice of intent to terminate (or materially reduce the scope of) any of the Customer Contracts, nor has 1838, L.P. sent notice to terminate (or materially reduce the scope of) any of the Customer Contracts, except as set forth on the Disclosure Schedule. Section 4.23. Affiliate and Insider Transactions. Except as disclosed in the Disclosure Schedule, neither the 1838 Stockholders nor any member of the immediate family of the 1838 Stockholders or any entity in which the 1838 Stockholders owns any beneficial interest (other than a publicly-held corporation) has any loan agreement, note or borrowing arrangement or, to the knowledge of 1838, any other agreement with 1938 or 1838, L.P. or any interest in any property, real, personal or mixed, tangible or intangible, used in or pertaining to the business of 1838 or 1838, L.P. For purposes of the preceding sentence, the members of the immediate family of the 1838 Stockholders will consist of the spouse, parents, children, siblings, and mothers-and fathers-in-law of such persons. 16

Section 4.24. Compliance With Laws. (a) Except as disclosed on the Disclosure Schedule, to the knowledge of 1838, 1838 and 1838, L.P. have complied in all material respects with all applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof which affect the business or any owned or leased properties of 1838 or 1838, L.P. and to which 1838 or 1838, L.P. may be subject (including without limitation Environmental Laws and the Occupational Safety and Health Act of 1970, or any other state or federal acts, including rules and regulations thereunder, regulating, or otherwise affecting employee health and safety or the environment); and there are no currently pending claims or notices by any such governments or agencies against 1838 or 1838, L.P. alleging a violation of any such law or regulation where such violation would have an 1838, L.P. Material Adverse Effect. (b) Except as disclosed in the Disclosure Schedule, to the knowledge of 1838, 1838 and 1838, L.P. each hold, and has at all times held, all Permits necessary for the lawful ownership and use of 1838, L.P.'s properties and

Section 4.24. Compliance With Laws. (a) Except as disclosed on the Disclosure Schedule, to the knowledge of 1838, 1838 and 1838, L.P. have complied in all material respects with all applicable laws and regulations of foreign, federal, state and local governments and all agencies thereof which affect the business or any owned or leased properties of 1838 or 1838, L.P. and to which 1838 or 1838, L.P. may be subject (including without limitation Environmental Laws and the Occupational Safety and Health Act of 1970, or any other state or federal acts, including rules and regulations thereunder, regulating, or otherwise affecting employee health and safety or the environment); and there are no currently pending claims or notices by any such governments or agencies against 1838 or 1838, L.P. alleging a violation of any such law or regulation where such violation would have an 1838, L.P. Material Adverse Effect. (b) Except as disclosed in the Disclosure Schedule, to the knowledge of 1838, 1838 and 1838, L.P. each hold, and has at all times held, all Permits necessary for the lawful ownership and use of 1838, L.P.'s properties and assets and the conduct of their businesses under and pursuant to every, and has complied in all material respects with each, and is not default in any material respect under any applicable law relating to 1838, L.P. or any of its assets, properties or operations where such default would have an 1838, L.P. Material Adverse Effect. Neither 1838 nor 1838, L.P. knows of any outstanding violations by it of any of the above nor has received notice asserting any such violation by it. All Permits are valid and in good standing and are not subject to any suspension, modification or revocation or proceedings related thereto. (c) Except as disclosed in the Disclosure Schedule and except for normal examinations conducted by any governmental authority in the regular course of the business of 1838 or 1838, L.P., to the knowledge of 1838, no governmental authority has initiated any administrative proceeding or investigation into the business or operations of 1838, L.P. There is no unresolved violation or exception by any governmental authority with respect to any report or statement by any governmental authority relating to any examination of 1838 or 1838, L.P. (d) 1838 and 1838, L.P. have at all times maintained records which accurately reflect transactions in reasonable detail and accounting controls, policies and procedures sufficient to ensure that such transactions are recorded in a manner which permits the preparation of financial statements in accordance with GAAP and applicable regulatory accounting requirements. (e) All proxy statements to be prepared for use by the Funds in connection with the transactions contemplated by this Agreement (other than any information provided or to be provided by MBIA in writing relating to MBIA and its affiliates expressly for use in the proxy statements) will be accurate and complete and will not contain, at the times such proxy materials are furnished to the stockholders, or at the time of the meetings thereof, any untrue statements of a material fact, or omit to state any material fact required to make the statements therein, in light of the circumstances under which they were made, not misleading. 17

Section 4.25. Absence of Certain Developments. Except as set forth on the Disclosure Schedule or the Financial Statements, neither 1838 nor 1838, L.P. have since December 31, 1997: a. issued or sold any of its Stock, securities convertible into or exchangeable for Stock, warrants, options or other rights to acquire Stock, or any of its bonds or other securities other than the issuance of 27,200 additional shares of Stock as of January 1, 1998; b. redeemed or purchased, directly or indirectly, any shares of its Stock or declared or paid any dividends or distributions with respect to any shares of Stock; c. borrowed any amount or incurred or become subject to any material liability, except accounts payable incurred in the ordinary course of business and the MPCM Loan; d. discharged or satisfied any material lien or encumbrance on its properties or assets or paid any material liability, other than in the ordinary course of business;

Section 4.25. Absence of Certain Developments. Except as set forth on the Disclosure Schedule or the Financial Statements, neither 1838 nor 1838, L.P. have since December 31, 1997: a. issued or sold any of its Stock, securities convertible into or exchangeable for Stock, warrants, options or other rights to acquire Stock, or any of its bonds or other securities other than the issuance of 27,200 additional shares of Stock as of January 1, 1998; b. redeemed or purchased, directly or indirectly, any shares of its Stock or declared or paid any dividends or distributions with respect to any shares of Stock; c. borrowed any amount or incurred or become subject to any material liability, except accounts payable incurred in the ordinary course of business and the MPCM Loan; d. discharged or satisfied any material lien or encumbrance on its properties or assets or paid any material liability, other than in the ordinary course of business; e. mortgaged, pledged or subjected to any lien or other encumbrance, any of its assets except in the ordinary course of business, liens and encumbrances for current property taxes not yet due and payable, liens and encumbrances which do not materially affect the value of, or interfere with the current use or ability to convey, the property subject hereto or affected thereby; f. sold, assigned or transferred (including without limitation transfers to any employees, stockholders or affiliates of 1838, L.P.) any assets, except in the ordinary course of business; g. canceled any material debts or claims or waived any rights of material value, except in the ordinary course of business; h. except as previously disclosed to MBIA in writing, made or granted any bonus or any wage, salary or compensation increase to any director, officer or employee except as disclosed on the Disclosure Schedule; i. made or granted any increase in any Employee Benefit Plan or arrangement or amended or terminated any existing Employee Benefit Plan or arrangement or adopted any new Employee Benefit Plan or arrangement, except as required by law; j. made capital expenditures or commitments therefor in excess of $200,000 in the aggregate; k. suffered any theft, damage, destruction or loss of or to any property or properties owned or used by 1838, L.P., whether or not covered by insurance, which would individually or in the aggregate have an 1838, L.P. Material Adverse Effect; or 18

l. taken any other action or entered into any other material transaction or contract other than in the ordinary course of business. Section 4.26. Material Adverse Change. There has been no 183 8, L.P. Material Adverse Effect since December 31, 1997. Section 4.27. Bank Accounts and Powers of Attorney. Except as set forth in the Disclosure Schedule, 1838 (a) has no bank account or safe deposit box and (b) has given no power of attorney to any person. Section 4.28. Broker's or Finder's Fees. No agent, broker, person or firm acting on behalf of the 1838 Stockholders, 1838 or 1838, L.P. is, or will be, entitled to any commission or broker's or finder's fees from any of the parties hereto, or from any person controlling, controlled by or under common control with any of the parties hereto, in connection with any of the transactions contemplated herein.

l. taken any other action or entered into any other material transaction or contract other than in the ordinary course of business. Section 4.26. Material Adverse Change. There has been no 183 8, L.P. Material Adverse Effect since December 31, 1997. Section 4.27. Bank Accounts and Powers of Attorney. Except as set forth in the Disclosure Schedule, 1838 (a) has no bank account or safe deposit box and (b) has given no power of attorney to any person. Section 4.28. Broker's or Finder's Fees. No agent, broker, person or firm acting on behalf of the 1838 Stockholders, 1838 or 1838, L.P. is, or will be, entitled to any commission or broker's or finder's fees from any of the parties hereto, or from any person controlling, controlled by or under common control with any of the parties hereto, in connection with any of the transactions contemplated herein. Section 4.29. Business Activities of 1838. Since its inception, 1838 has not engaged in any business activities other than its participation in 1838, L.P. Section 4.30. Regulatory Documents. Except as set forth in the Disclosure Schedule: (a) Since January 1, 1996, 1838 and 1838, L.P. have timely filed all reports, registration statements and other documents, together with any amendments required to be made with respect thereto, that were required to be filed with any governmental authority, including the SEC, and has paid all fees and assessments due and payable in connection therewith. (b) As of their respective dates, the Regulatory Documents of 1838 complied in all material respects with the requirements of applicable laws and none of 1838's or 1838, L.P.'s Regulatory Documents, as of their respective dates, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. 1838 has previously delivered or made available to MBIA a complete copy of each 1838's and 1838, L.P.'s Regulatory Documents filed with the SEC after January 1, 1996 and prior to the date hereof (including a Form ADV as in effect on the date hereof) and will deliver to MBIA promptly after the filing thereof a complete copy of each Regulatory Document filed with the SEC after the date hereof and prior to the Closing Date. Section 4.31. Ineligible Persons. Neither 1838 nor any "affiliated person" (as defined in the Investment Company Act) thereof, is ineligible pursuant to Section 9(a) or 9(b) of the Investment Company Act to serve as an investment advisor (or in any other capacity contemplated by the Investment Company Act) to a registered investment company. Neither 1838 nor any "associated person" (as defined in the Advisers Act) thereof, is ineligible pursuant to Section 203 of the Advisers Act to serve as an investment adviser or as an associated person to a registered investment adviser. Neither 1838 nor any "associated person" (as defined in the Exchange Act) thereof, is ineligible pursuant to Section 15(b) of the Exchange Act to serve as a broker-dealer or as an associated person to a registered broker-dealer. 19

Section 4.32. Funds. (a) The Disclosure Schedule sets forth a true, complete and correct list, as of the date hereof, of each Fund for which 1838, L.P. acts as investment advisor or subadvisor. Each Fund that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, trust or partnership power and authority to own its properties and to carry on its business as it is now conducted, and is qualified to do business in each jurisdiction where it is required to do so under applicable law, except where the failure to have such power, authority or qualification is not reasonably expected to have an 1838, L.P. Material Adverse Effect. Each Fund is, and at all times has been registered with the SEC as an Investment Company in accordance with the requirements of the Investment Company Act. In addition, shares of each Fund have been registered under the Securities Act of 1933, as amended, as required by that act and the rules and

Section 4.32. Funds. (a) The Disclosure Schedule sets forth a true, complete and correct list, as of the date hereof, of each Fund for which 1838, L.P. acts as investment advisor or subadvisor. Each Fund that is an entity is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, trust or partnership power and authority to own its properties and to carry on its business as it is now conducted, and is qualified to do business in each jurisdiction where it is required to do so under applicable law, except where the failure to have such power, authority or qualification is not reasonably expected to have an 1838, L.P. Material Adverse Effect. Each Fund is, and at all times has been registered with the SEC as an Investment Company in accordance with the requirements of the Investment Company Act. In addition, shares of each Fund have been registered under the Securities Act of 1933, as amended, as required by that act and the rules and regulations issued by the SEC thereunder. Except with respect to the first sentence of this Section 4.32(a), the foregoing representations shall not be deemed applicable to any Funds for which 1838, L.P. acts as an investment subadvisor. (b) Except as set forth in the Disclosure Schedule, (i) the shares of each Fund have been duly and validly issued and are fully paid and nonassessable and the shares of each Fund are qualified for public offering and sale in each jurisdiction where offers are made to the extent required under applicable law; and (ii) to the extent within the control of 1838, L.P., each Fund has been operated since its organization and is currently operating in compliance in all material respects with applicable law. Section 4.33. Investment Company Contracts. Each Investment Company Contract subject to Section 15 of the Investment Company Act has been duly approved at all times in compliance in all material respects with Section 15 of the Investment Company Act and all other applicable laws. 1838, L.P. has performed its duties and obligations under each Investment Company Contract in accordance with the Investment Company Act and all other applicable laws, except for such failures of performance which, individually or in the aggregate, are not reasonably expected to have an 1838, L.P. Material Adverse Effect. Section 4.34. Technology and Intellectual Property (a) The Disclosure Schedule lists any (i) domestic and foreign registered trademarks and service marks, registered copyrights and patents, (ii) applications for registration of any of the foregoing and (iii) unregistered trademarks, service marks, trade names, logos and assumed names owned by 1838, L.P. and necessary to conduct the business of 1838, L.P.. The items, together with all other material trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, formulae, designs and inventions currently used in or necessary to conduct the business of 1838, L.P. constitute the "Intellectual Property." (b) 1838, L.P. owns all right, title and interest in and to the Intellectual Property listed on the Disclosure Schedule. 20

(c) The Intellectual Property listed in the Disclosure Schedule, does not infringe any patent, copyright or trade secret of any third party and such Intellectual Property has not been forfeited to the public domain. (d) No claims have been asserted by any person or entity against 1838, L.P. that the use of the Intellectual Property listed on the Disclosure Schedule infringes upon the Intellectual Property rights of such person or entity and 1838 is not aware of any valid basis for such claim. Section 4.35. Year 2000. 1838 has caused 1838, L.P. to complete a thorough assessment of all of its operating and technology systems, including all software products and services utilized by 1838, L.P., for any risk that the Year 2000 will cause business disruption or operational failure. 1838 has set forth on the Disclosure Schedule any Year 2000 risks identified in that assessment and any remediation plans in place or contemplated to be put in place. To the knowledge of 1838 after due inquiry of appropriate 1838, L.P. personnel, all software owned by or licensed to 1838, L.P. is designed to be used prior to, during and after the calendar year 2000 A.D.

(c) The Intellectual Property listed in the Disclosure Schedule, does not infringe any patent, copyright or trade secret of any third party and such Intellectual Property has not been forfeited to the public domain. (d) No claims have been asserted by any person or entity against 1838, L.P. that the use of the Intellectual Property listed on the Disclosure Schedule infringes upon the Intellectual Property rights of such person or entity and 1838 is not aware of any valid basis for such claim. Section 4.35. Year 2000. 1838 has caused 1838, L.P. to complete a thorough assessment of all of its operating and technology systems, including all software products and services utilized by 1838, L.P., for any risk that the Year 2000 will cause business disruption or operational failure. 1838 has set forth on the Disclosure Schedule any Year 2000 risks identified in that assessment and any remediation plans in place or contemplated to be put in place. To the knowledge of 1838 after due inquiry of appropriate 1838, L.P. personnel, all software owned by or licensed to 1838, L.P. is designed to be used prior to, during and after the calendar year 2000 A.D. Section 4.36. Redemption Agreement. The Redemption Agreement has been duly executed by all parties thereto and was effective to convey all right, title and interest of NTCM in the 1838 Partnership Interests to 1838. All amounts due to MPCM under the Redemption Agreement have been fully paid and all other material obligations of 1838 and 1838, L.P. thereunder have been performed. There are no amounts due to MPCM by 1838, L.P. and MPCM has been paid, or has released its rights with respect to, all past and future income of 1838, L.P. Section 4.37. Former Stockholders. Except as set forth in the Disclosure Schedule, there are no pending or, to the knowledge of 1838, threatened claims against 1838 or 1838, L.P. by former 1838 Stockholders. Section 4.38. Disclosure. The representations and warranties set forth in this Article IV do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements and information contained in this Article IV not misleading. ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS OF MBIA AND ACQUISITION MBIA and Acquisition hereby represent, warrant and covenant to the 1838 Stockholders that: Section 5.01. Organization. (a) Organization. Each of MBIA and Acquisition is a corporation duly and validly organized and existing in good standing under the Laws of the state of its incorporation. 21

(b) Corporate Power and Authority. Each of MBIA and Acquisition has full corporate power and authority and all Permits necessary to carry on its business as it is now conducted and to own, lease and operate its assets and properties. Section 5.02. Authorization; Enforceability. The execution, delivery and performance of this Agreement by MBIA and Acquisition and all of the documents and instruments required by this Agreement to be executed and delivered by MBIA and Acquisition (a) are within the corporate power of MBIA and Acquisition, (b) have been duly authorized by all necessary corporate action by MBIA and Acquisition and (c) do not require any approval of the stockholders of MBIA. This Agreement is, and the other documents and instruments required by this Agreement to be executed and delivered by MBIA and Acquisition will be, when executed and delivered by MBIA and Acquisition, the valid and binding obligations of MBIA and Acquisition, enforceable against MBIA and Acquisition in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws generally affecting the rights of creditors and subject to general equity principles. The MBIA Common Stock to be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued and fully paid.

(b) Corporate Power and Authority. Each of MBIA and Acquisition has full corporate power and authority and all Permits necessary to carry on its business as it is now conducted and to own, lease and operate its assets and properties. Section 5.02. Authorization; Enforceability. The execution, delivery and performance of this Agreement by MBIA and Acquisition and all of the documents and instruments required by this Agreement to be executed and delivered by MBIA and Acquisition (a) are within the corporate power of MBIA and Acquisition, (b) have been duly authorized by all necessary corporate action by MBIA and Acquisition and (c) do not require any approval of the stockholders of MBIA. This Agreement is, and the other documents and instruments required by this Agreement to be executed and delivered by MBIA and Acquisition will be, when executed and delivered by MBIA and Acquisition, the valid and binding obligations of MBIA and Acquisition, enforceable against MBIA and Acquisition in accordance with their respective terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws generally affecting the rights of creditors and subject to general equity principles. The MBIA Common Stock to be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued and fully paid. Section 5.03. No Violation or Conflict. The execution, delivery and performance of this Agreement by MBIA and Acquisition do not and will not conflict with or violate any Law, the Organizational Documents of MBIA,. the Organizational Documents of Acquisition or any material contract or agreement to which MBIA or Acquisition is a party or by which either of them is bound. Section 5.04. Litigation. To the knowledge of MBIA, there are no actions, suits or proceedings against MBIA or Acquisition, or both, by any Person which question the validity, legality or propriety of the transactions contemplated by this Agreement. Section 5.05. Brokers. No agent, broker, person or firm acting on behalf of MBIA or Acquisition will be entitled to any brokers,' finders' or any similar fee in connection with the transactions contemplated by this Agreement except Berkshire Capital Corporation and Morgan Keegan & Co., Inc., the fees of whom shall be paid by MBIA. Section 5.06. SEC Reports and Financial Statements. MBIA has properly and timely filed with the SEC and has -made available to 1838, 1838, L.P. and the 1838 Stockholders true and complete copies of all forms, reports, schedules, statements and other documents required to be filed by it and its subsidiaries since January 1, 1997 (hereinafter referred to collectively, with all amendments, exhibits and schedules thereto, as the "MBIA SEC Documents"). As of their respective dates or, if amended, as of the date of the last such amendment, the MBIA SEC Documents (a) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading and (b) complied as to form in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, and the applicable rules and regulations of the SEC thereunder. Each of the consolidated financial statements (including any related notes and schedules) included in the MBIA SEC Documents complies as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, has 22

been prepared in accordance with GAAP (except as may be indicated in the notes thereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of MBIA and its consolidated subsidiaries as at the dated thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any of the MBIA SEC Documents have been so filed. Section 5.07. Material Adverse Change. There has been no MBIA Material Adverse Effect since December 31, 1997. Section 5.08. MBIA Stock The MBIA Common Stock to be issued pursuant to this Agreement will be, when

been prepared in accordance with GAAP (except as may be indicated in the notes thereto and except, in the case of unaudited interim financial statements, as permitted by Form 10-Q of the SEC) and fairly presents in all material respects the consolidated financial position and the consolidated results of operations and cash flows (and changes in financial position, if any) of MBIA and its consolidated subsidiaries as at the dated thereof or for the periods presented therein (subject, in the case of unaudited interim financial statements, to normal year-end adjustments). All material agreements, contracts and other documents required to be filed as exhibits to any of the MBIA SEC Documents have been so filed. Section 5.07. Material Adverse Change. There has been no MBIA Material Adverse Effect since December 31, 1997. Section 5.08. MBIA Stock The MBIA Common Stock to be issued pursuant to this Agreement will be, when issued, duly authorized, validly issued and fully paid. Section 5.09. Capitalization The authorized capital stock of MBIA consists of 200,000,000 shares of MBIA Common Stock and 10,000,000 shares of preferred stock, par value $1.00 per share. As of April 30, 1998 (i) 97,618,497 shares of MBIA Common Stock were issued and outstanding, (ii) no shares of MBIA Common Stock were held in the treasury of MBIA, (iii) options to acquire an aggregate of 3,909,798 shares of MBIA Common Stock were outstanding pursuant to MBIA's stock option plans and (iv) no shares of preferred stock were issued and outstanding. There have been no material changes to the capitalization of MBIA from April 30, 1998 through the date of this Agreement. Section 5.10. Certain Tax-Related Matters. (a) MBIA has no plan or intention to have or permit 1838 to issue additional shares of its stock after the Merger. (b) MBIA has no plan or intention to reacquire any of the shares of MBIA Common Stock issued in the Merger. (c) MBIA has no plan or intention to liquidate 1838; to merge 1838 with or into another corporation (aside from Acquisition); to sell or otherwise dispose of the stock of 1838 except for transfers of stock to corporations controlled by MBIA within the meaning of Code ss. 368(c); or to cause 1838 to sell or otherwise dispose of any of its assets, except for disposition made in the ordinary course of business or transfers of assets to a corporation controlled by 1838 within the meaning of Code ss. 368(c). (d) Following the Merger, MBIA shall cause 1838 to continue at least one significant historic business line of 1838, or use a significant portion of its historic business assets in a business, in each case within the meaning of Reg. ss. 1.368-1(d) of the Code. ARTICLE VI COVENANTS OF 1838 23

Section 6.01. Conduct of Business of 1838. During the period from the date of this Agreement and continuing through the Closing Date, except as expressly contemplated or permitted by this Agreement or with the prior written consent of MBIA, 1838 shall (a) carry on its and 1838, L.P.'s business in the ordinary course consistent with prudent business practice; (b) use its best efforts to preserve its present business organization and relationships; (c) use its best efforts to keep available the present services of 1838, L.P.'s employees and (d) use its best efforts to preserve its rights, franchises, goodwill and relations with 1838, L.P.'s customers and others with whom it conducts business. Without limiting the generality of the foregoing, except as expressly permitted by this Agreement or consented to in writing by MBIA, 1838 shall not: (i) create, renew, amend, terminate or cancel, or take any other action that may result in the creation, renewal, amendment, termination or cancellation of, any lease relating to furniture, fixtures and equipment or contracts to

Section 6.01. Conduct of Business of 1838. During the period from the date of this Agreement and continuing through the Closing Date, except as expressly contemplated or permitted by this Agreement or with the prior written consent of MBIA, 1838 shall (a) carry on its and 1838, L.P.'s business in the ordinary course consistent with prudent business practice; (b) use its best efforts to preserve its present business organization and relationships; (c) use its best efforts to keep available the present services of 1838, L.P.'s employees and (d) use its best efforts to preserve its rights, franchises, goodwill and relations with 1838, L.P.'s customers and others with whom it conducts business. Without limiting the generality of the foregoing, except as expressly permitted by this Agreement or consented to in writing by MBIA, 1838 shall not: (i) create, renew, amend, terminate or cancel, or take any other action that may result in the creation, renewal, amendment, termination or cancellation of, any lease relating to furniture, fixtures and equipment or contracts to which it or 1838, L.P. is a party except in the ordinary course of business; (ii) take any action impairing its or 1838, L.P.'s rights in any contract or purchased asset other than in the ordinary course of business; (iii) purchase or lease or cause 1838, L.P. to purchase or lease any assets from, or sell or lease any assets to, any affiliate or seller, (iv) adopt, amend, renew or terminate any employee program, agreement, arrangement or policy between 1838, L.P. and one or more of its employees; (v) commit any act or omission which constitutes a breach or default under any contract or license to which it or 1838, L.P. is a party or by which it or any of its properties is bound the effect of which could reasonably be expected to cause an 1838, L.P. Material Adverse Effect; (vi) commit any act or omission which would materially violate any applicable law, statute, code, ordinance, rule, regulation, judgment, order, writ, decree or injunction applicable to 1838 or 1838, L.P. or any of their properties, contracts or assets; (vii) on its own or 1838, L.P.'s behalf, waive any right or modify or amend any commitment, or incur an material debt or obligation, in each case other than in the ordinary course of business; (viii) guarantee or cause 1838, L.P. to guarantee any material debt or obligation of any Person; (ix) voluntarily divest 1838, L.P. of the management of any mutual fund or other assets currently under management; (x) cause 1838, L.P. to enter into any new line of business; 24

(xi) cause 1838, L.P. to increase salary or compensation of any 1838, L.P, employees; (xii) acquire or agree to acquire in any manner, including by way of merger, consolidation, purchase of an equity interest or assets, any business or any corporation, partnership, association or other business organization or division thereof or cause 1838, L.P. to do the same; or (xiii) make or declare any distributions of 1838, L.P. or 1838 assets except that 1838, L.P. may distribute accumulated earnings to 1838, 1838 may dividend such amounts to the 1838 Stockholders and 1838, L.P. and 1838 may declare Stockholder Distribution Obligations provided, however, such distributions and/or declarations shall not cause the Excess Working Capital to be less than three million dollars ($3,000,000) on the Closing Date or cause a breach of Section 4.20 hereof Section 6.02. Approval by Investment Company Contract Clients.

(xi) cause 1838, L.P. to increase salary or compensation of any 1838, L.P, employees; (xii) acquire or agree to acquire in any manner, including by way of merger, consolidation, purchase of an equity interest or assets, any business or any corporation, partnership, association or other business organization or division thereof or cause 1838, L.P. to do the same; or (xiii) make or declare any distributions of 1838, L.P. or 1838 assets except that 1838, L.P. may distribute accumulated earnings to 1838, 1838 may dividend such amounts to the 1838 Stockholders and 1838, L.P. and 1838 may declare Stockholder Distribution Obligations provided, however, such distributions and/or declarations shall not cause the Excess Working Capital to be less than three million dollars ($3,000,000) on the Closing Date or cause a breach of Section 4.20 hereof Section 6.02. Approval by Investment Company Contract Clients. (a) 1838, L.P. will use its best efforts to obtain, as promptly as practicable, the approval of the Board of Directors and stockholders of each Fund, pursuant to the provisions of Section 15 of the Investment Company Act applicable thereto, of new Investment Company Contract reflecting MBIA's ownership of 1838 which provide for substantially identical services, at comparable costs, to the Funds to those in effect immediately prior to the Closing Date. (b) 1838, L.P. shall use its best efforts to assure, prior to the Closing Date, the satisfaction of the conditions set forth in Section 15(f) of the Investment Company Act with respect to each Fund. Section 6.03. Approval by Investment Advisory Contract Clients. The parties understand that the Merger will constitute an assignment, within the meaning of the Advisers Act of the Investment Advisory Contracts. 1838 agrees to cause 1838, L.P. to inform its advisory clients of the transactions contemplated by this Agreement and to use its best efforts to obtain the consent of its clients to the assignment of their advisory contracts. Pursuant to such efforts, 1838 will notify advisory clients of the Merger and the resulting assignment of their contracts and request that such clients furnish their written consent to the assignments. It is agreed that where clients fail to furnish written consent prior to the Effective Time of Merger, such non-responding clients will continue to receive advisory services in accordance with the terms of their respective contracts and that such non-responding clients will be deemed by the parties to have consented to the assignment where such client continues to accept such advisory services for at least 15 days after the Effective Time of Merger. Clients will be advised by 1838 of the foregoing treatment of their accounts in the event that they do not provide a response to the consent request. Where a client advisory contract prohibits an assignment or provides for termination of the contract upon assignments, 1838 agrees to use its best efforts to convince clients to enter into new advisory contract with 1838, L.P. prior to the Effective Time of Merger. 25

Section 6.04. Insurance. 1838 will ensure that 1838, L.P. maintains in effect until the Closing Date all casualty and public liability policies maintained by 1838, L.P. on the date hereof, the purchased assets and the assumed liabilities, or will procure comparable replacement policies and maintain such replacement policies in effect until the Closing Date. Section 6.05. Maintenance of Records. Through the Closing Date, 1838, L.P. will maintain the records in the same manner and with the same care that the records have been maintained prior to the execution of this Agreement. Section 6.06. Full Access. 1838 will permit, and cause 1838, L.P. to permit representatives of MBIA to have fall access to all premises, properties, personnel, books, records (including tax and licensing records), contracts and documents of or pertaining to the 1838, L.P. Section 6.07. Exclusivity. Unless this Agreement shall be terminated by mutual consent of the parties hereto, neither 1838 nor the 1838 Stockholders will solicit, initiate or encourage the submission of any proposal or offer from any Person relating to the acquisition of the 1838 Common Stock or any substantial portion of the assets of 1838, L.P. (including any acquisition structured as a merger, consolidation or share exchange) or participate in

Section 6.04. Insurance. 1838 will ensure that 1838, L.P. maintains in effect until the Closing Date all casualty and public liability policies maintained by 1838, L.P. on the date hereof, the purchased assets and the assumed liabilities, or will procure comparable replacement policies and maintain such replacement policies in effect until the Closing Date. Section 6.05. Maintenance of Records. Through the Closing Date, 1838, L.P. will maintain the records in the same manner and with the same care that the records have been maintained prior to the execution of this Agreement. Section 6.06. Full Access. 1838 will permit, and cause 1838, L.P. to permit representatives of MBIA to have fall access to all premises, properties, personnel, books, records (including tax and licensing records), contracts and documents of or pertaining to the 1838, L.P. Section 6.07. Exclusivity. Unless this Agreement shall be terminated by mutual consent of the parties hereto, neither 1838 nor the 1838 Stockholders will solicit, initiate or encourage the submission of any proposal or offer from any Person relating to the acquisition of the 1838 Common Stock or any substantial portion of the assets of 1838, L.P. (including any acquisition structured as a merger, consolidation or share exchange) or participate in any discussions or negotiations regarding any of the foregoing. Section 6.08. Accounting Matters. 1838 will use its best efforts to obtain a letter from Coopers & Lybrand LLP to the effect that 1838 is eligible to be acquired in a transaction to be accounted for using "pooling of interests" accounting treatment and will use its best efforts to avoid taking any action (other than actions contemplated by this Agreement) that would prevent MBIA from accounting for the business combination to be effected by the Merger as a pooling of interests. ARTICLE VII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF MBIA AND ACQUISITION All of the agreements and obligations of MBIA under this Agreement are subject to the fulfillment, on or prior to the Closing Date, of the following conditions precedent, any or all of which may be waived in whole or in part in writing by MBIA: Section 7.01. No Material Adverse Change. No 1838, L.P. Material Adverse Effect shall have occurred. Section 7.02. Compliance with Agreement. 1838, 1838, L.P. and the 1838 Stockholders shall have performed and complied with all of the agreements, covenants and conditions required by this Agreement to be performed or complied with by them on or prior to the Closing Date, All documentation relating to the Merger shall be in form and substance acceptable to MBIA and, if applicable, MBIA's rating agencies. Section 7.03. Hart Scott Rodino Act. All necessary requirements of the Hart Scott Rodino Act shall have been complied with and any "waiting periods" applicable to the Merger and to the transactions described in this Agreement which are imposed by the Hart Scott Rodino 26

Act shall have expired prior to the Closing Date or shall have been terminated by the appropriate agency. Section 7.04. Pooling Opinion. MBIA shall have received a letter from Coopers & Lybrand LLP to the effect that no conditions exist that would preclude accounting for the Merger as a "pooling of interests" if consummated in accordance with this Agreement and such letter shall not have been withdrawn. Section 7.05. 1838 Stockholder Approval. All of the 1838 Stockholders shall have delivered a Selling Stockholder Letter and executed this Agreement. Section 7.06. 1838 Opinion Letter. MBIA shall have received the 1838 Counsel Opinion dated the Closing

Act shall have expired prior to the Closing Date or shall have been terminated by the appropriate agency. Section 7.04. Pooling Opinion. MBIA shall have received a letter from Coopers & Lybrand LLP to the effect that no conditions exist that would preclude accounting for the Merger as a "pooling of interests" if consummated in accordance with this Agreement and such letter shall not have been withdrawn. Section 7.05. 1838 Stockholder Approval. All of the 1838 Stockholders shall have delivered a Selling Stockholder Letter and executed this Agreement. Section 7.06. 1838 Opinion Letter. MBIA shall have received the 1838 Counsel Opinion dated the Closing Date. Section 7.07. Approval by 1838, L.P. Is Clients. At least three (3) days prior to the Closing Date, 1838 must deliver documentation satisfactory to MBIA certifying that clients representing no more than fifteen percent (15%) of 1838, L.P.'s revenues as of March 31, 1998, shall have delivered notices of termination of their advisory contracts as a result of notices of the acquisition contemplated by this Agreement. Section 7.08. No Litigation. No court or governmental authority of competent jurisdiction shall have issued a permanent order restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, and no person, firm, corporation or governmental agency which is not a party to this Agreement shall have instituted an action or proceeding seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement. Section 7.09. Representations and Warranties Accurate. Subject to the final Disclosure Schedule and the certificate required by Section 3.01 above, the representations and warranties contained in this Agreement and the information in the Schedules and Exhibits hereto shall be true and accurate in all material respects, both on the date hereof and as of the Closing Date. Section 7.10. Officer's Certificate. 1838 shall have delivered to MBIA an officer's certificate on behalf of 1838 executed by Brown as President of 1838 certifying to the matters set forth in Section 7.09 above. Section 7.11. Employment of Key Employees. An employment agreement in form and substance acceptable to MBIA between 1838 (or MBIA Asset Management Corporation) and each of the Key Employees must be in full force and effect. Section 7.12. No Adverse Claims. There must not have been made or threatened by any entity or person any claim that such person or entity is the holder, beneficial holder or pledgee of any of the 1838 Stock or the 1838, L.P. Partnership Interests. Section 7.13. Additional Documentation. 1838 shall have delivered such additional documentation as may be reasonably requested by MBIA within a reasonable timeframe to further effectuate and/or evidence the transactions contemplated herein and compliance by 1838 and the 1838 Stockholders of their representations, warranties and obligations hereunder. 27

Section 7.14. Approval by Board. Any material amendments or modifications of the terms of the Merger as contemplated by this Agreement must have been approved by the MBIA board of directors. Section 7.15. Joint Advisory Agreement. Except as set forth on the Disclosure Schedule, the Joint Advisory Agreement shall have been terminated with no remaining obligations of 1838 or 1838, L.P. to any party thereto. Section 7.16. Purchase of Minority Interest. 1838, MBIA or MBIA's designee shall have purchased, simultaneous with the Merger, all of the partnership interests of 1838, L.P. owned by Brown. Section 7.17. MBIA Common Stock Price. As of the end of the business day immediately preceding the Closing Date, the market price of MBIA Common Stock as reported by the New York Stock Exchange shall not be

Section 7.14. Approval by Board. Any material amendments or modifications of the terms of the Merger as contemplated by this Agreement must have been approved by the MBIA board of directors. Section 7.15. Joint Advisory Agreement. Except as set forth on the Disclosure Schedule, the Joint Advisory Agreement shall have been terminated with no remaining obligations of 1838 or 1838, L.P. to any party thereto. Section 7.16. Purchase of Minority Interest. 1838, MBIA or MBIA's designee shall have purchased, simultaneous with the Merger, all of the partnership interests of 1838, L.P. owned by Brown. Section 7.17. MBIA Common Stock Price. As of the end of the business day immediately preceding the Closing Date, the market price of MBIA Common Stock as reported by the New York Stock Exchange shall not be greater than $83.00 per share or less than $65.00 per share. Section 7.18. Final Disclosure Schedule. The final disclosure schedule and the officer's certificate delivered by 1838 pursuant to Section 3.01 hereof shall not contain any material additional liabilities or potential liabilities of 1838 or 1838, L.P. ARTICLE VIII CONDITIONS PRECEDENT TO THE OBLIGATIONS OF 1838 AND THE 1838 STOCKHOLDERS Each and every obligation of 1838 and the 1838 Stockholders to be performed on the Closing Date shall be subject to the satisfaction prior to or on the Closing Date of the following express conditions precedent: Section 8.01. Compliance With Agreement. MBIA and Acquisition shall have performed and complied in all material respects with all of their obligations under this Agreement which are to be performed or complied with by them prior to or on the Closing Date. Section 8.02. Proceedings and Instruments Satisfactory. All proceedings, corporate or other, to be taken in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be reasonably satisfactory in form and substance to the 1838 Stockholders, and MBIA and Acquisition shall have made available to the 1838 Stockholders for examination the originals or true and correct copies of all documents which the 1838 Stockholders may reasonably request in connection with the transactions contemplated by this Agreement. Section 8.03. No Litigation. No suit, action or other proceeding shall be pending before any court seeking an injunction or other restraint against the consummation of the transactions contemplated by this Agreement or seeking material damages or other material payments as a result of the consummation of the Merger. 28

Section 8.04. Representations and Warranties of MBIA and Acquisition. The representations and warranties made by MBIA and Acquisition in this Agreement shall be true and correct in all material respects, both on the date hereof and as of the Closing Date. Section 8.05. MBIA Opinion Letter. MBIA shall have delivered to the 1838 Stockholders the MBIA Counsel Opinion dated the Closing Date. Section 8.06. Approvals. UBIA shall have obtained all approvals for the Merger as are required by its Organizational Documents and by applicable law. Section 8.07. No Material Adverse Change. No MBIA Material Adverse Effect shall have occurred. Section 8.08. MBIA Common Stock Price. As of the business day immediately preceding the Closing Date, the market price of MBIA Common Stock as reported by the New York Stock Exchange shall not be greater than $83.00 per share nor less than $65.00 per share.

Section 8.04. Representations and Warranties of MBIA and Acquisition. The representations and warranties made by MBIA and Acquisition in this Agreement shall be true and correct in all material respects, both on the date hereof and as of the Closing Date. Section 8.05. MBIA Opinion Letter. MBIA shall have delivered to the 1838 Stockholders the MBIA Counsel Opinion dated the Closing Date. Section 8.06. Approvals. UBIA shall have obtained all approvals for the Merger as are required by its Organizational Documents and by applicable law. Section 8.07. No Material Adverse Change. No MBIA Material Adverse Effect shall have occurred. Section 8.08. MBIA Common Stock Price. As of the business day immediately preceding the Closing Date, the market price of MBIA Common Stock as reported by the New York Stock Exchange shall not be greater than $83.00 per share nor less than $65.00 per share. Section 8.09. Hart-Scott-Rodino. All necessary requirements of the Hart-Scott-Rodino Act shall have been complied with any "waiting periods" applicable to the Merger and the transactions described in this Agreement which are imposed by the Hart-Scott-Rodino Act shall have expired prior to the Closing Date or shall have been terminated by the appropriate agency. Section 8.10. Stockholder Approval. 1838 Stockholders not holding less than the percentage of 1838 Common Stock required under the Delaware General Corporation Law for approval of a merger shall have duly approved the terms of the Merger. ARTICLE IX INDEMNIFICATION Section 9.01. Indemnification by 1838 Stockholders. Each of the 1838 Stockholders (the "Indemnifying Parties") severally agrees to indemnify, defend and hold harmless MBIA, Acquisition, 1838 and 1838, L.P. (the "Indemnified Parties") for any loss, liability, claim, obligation, damage (including incidental and consequential damages), expense (including interest, penalties, reasonable attorneys' fees and the costs and disbursements thereof) or diminution in value (collectively, the "Damages"), arising from or in connection with: (a) any breach of any representation or warranty concerning 1838, 1838, L.P. and/or such 1838 Stockholder in this Agreement (including all Schedules and Exhibits hereto) or in any certificate or document delivered by 183 8 pursuant to this Agreement; (b) any breach or nonfulfillment of any covenant or obligation of 1838 and/or such 1838 Stockholder under this Agreement; (c) any misrepresentation in or omission from any certificate or other instrument furnished or to be furnished to MBIA concerning 1838, 1838, L.P. or such 1838 Stockholder hereunder; 29

(d) any claims by MPCM against the Indemnified Parties arising from or relating to the Joint Advisory Agreement, the Limited Partnership Agreement or arising from or related to the redemption by MPCM of its 1838, L.P. Partnership Interests in 1838, L.P. pursuant to the Redemption Agreement. Section 9.02. Limitation of Indemnification. The Indemnifying Parties as a whole shall have no liability to the Indemnified Parties with respect to the matters described in subsections 9.01(a) through (d) above or any other provisions of this Agreement until the total of all Damages under those subsections exceeds three hundred thousand dollars ($300,000) and then only for the amount by which those Damages exceed three hundred thousand dollars ($300,000). The liability of each Indemnifying Party for Damages for which all Indemnifying Parties are liable shall be a pro rata share of the Damages determined by such Indemnifying Party's ownership of

(d) any claims by MPCM against the Indemnified Parties arising from or relating to the Joint Advisory Agreement, the Limited Partnership Agreement or arising from or related to the redemption by MPCM of its 1838, L.P. Partnership Interests in 1838, L.P. pursuant to the Redemption Agreement. Section 9.02. Limitation of Indemnification. The Indemnifying Parties as a whole shall have no liability to the Indemnified Parties with respect to the matters described in subsections 9.01(a) through (d) above or any other provisions of this Agreement until the total of all Damages under those subsections exceeds three hundred thousand dollars ($300,000) and then only for the amount by which those Damages exceed three hundred thousand dollars ($300,000). The liability of each Indemnifying Party for Damages for which all Indemnifying Parties are liable shall be a pro rata share of the Damages determined by such Indemnifying Party's ownership of 1838 Common Stock on the Closing Date as set forth on Exhibit A hereto. The maximum liability under any circumstances for each Indemnifying Party shall be limited to an amount determined as the number of shares of MBIA Common Stock received by such Indemnifying Party in the Merger times thirty-seven dollars ($37.00). Section 9.03. Procedure for Indemnification-Third Parties. (a) In the case of any claim, other than a claim asserted by a third party, as to which indemnity may be sought by an Indemnified Party, notice shall be given by the Indemnified Party to the Indemnifying Parties. (b) Promptly after receipt by an Indemnified Party of any notice of the commencement of any claim, proceeding or action (a "Proceeding") by a third party to recover damages which would, if such action is successful, result in Indemnification Obligations under this Article IX, such Indemnified Party shall provide notice to the Indemnifying Parties of such Proceeding. The Indemnified Party shall permit the Indemnifying Party (at the expense of such Indemnifying Party) to assume the defense of any claim or any litigation resulting therefrom, provided that (i) the Indemnifying Party shall make such election within ten (10) days after receipt of the notice of claim from the Indemnified Party, (ii) the counsel for the Indemnifying Party who shall conduct the defense of such claim or litigation shall be reasonably satisfactory to the Indemnified Party, (iii) the Indemnified Party may participate in such defense at such Indemnified Party's expense, and (iv) the omission by any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except to the extent that such omission has a material adverse effect on the Indemnifying Party's ability to defend against such claim. (c) Except with the prior written consent of the Indemnified parties, the Indemnifying Parties, in the defense of any such claim or litigation, shall not consent to entry of any judgment or enter into any settlement that provides for injunctive or other nonmonetary relief affecting the Indemnified Party or that does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a release from all liability with respect to such claim or litigation. In the event that the Indemnifying Party does not accept the defense of any matter as above provided, (A) the Indemnified Party shall have the MI right to defend against any such claim or 30

demand and shall be entitled to settle or agree to pay in full such claim or demand after fifteen (15) days prior written notice to the Indemnifying Parties; and (B) all legal and other expenses reasonably incurred by the Indemnified Party shall be home by the Indemnifying Party. Notwithstanding any other provision of this Section 9.03, in the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnified Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In any event, the Indemnified Parties and the Indemnifying Parties shall cooperate in the defense of any claim or litigation subject to this Section 9.03 and the records of each shall be available to the other with respect to such defense. (d) The Indemnifying Parties hereby appoint Brown as their agent for all notices, consultations and agreements required or permitted under this Article IX until such time as the Indemnified Parties shall be informed otherwise in writing, and agree to be bound by his actions and agreements as agent hereunder.

demand and shall be entitled to settle or agree to pay in full such claim or demand after fifteen (15) days prior written notice to the Indemnifying Parties; and (B) all legal and other expenses reasonably incurred by the Indemnified Party shall be home by the Indemnifying Party. Notwithstanding any other provision of this Section 9.03, in the event that the Indemnified Party shall in good faith determine that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnified Party shall have the right at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at the sole cost of the Indemnified Party, provided that if the Indemnified Party does so take over and assume control, the Indemnified Party shall not settle such claim or litigation without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld. In any event, the Indemnified Parties and the Indemnifying Parties shall cooperate in the defense of any claim or litigation subject to this Section 9.03 and the records of each shall be available to the other with respect to such defense. (d) The Indemnifying Parties hereby appoint Brown as their agent for all notices, consultations and agreements required or permitted under this Article IX until such time as the Indemnified Parties shall be informed otherwise in writing, and agree to be bound by his actions and agreements as agent hereunder. (e) The Indemnified Parties hereby appoint MBIA as their agent for all notices, consultations and agreements required or permitted under this Article IX until such time as the Indemnifying Parties shall be informed otherwise in writing, and agree to be bound by MBIA's actions and agreements as agent hereunder. (f) The Indemnified Parties shall not be entitled to bring any new claim for Damages arising. from a breach of a representation or warranty, whether under this Article IX or otherwise, after the survival period with respect to the representation and warranty giving rise to the claim for Damages shall have expired as set forth in Section 10.01 hereof. Section 9.04. Procedures for Claims by Indemnified Parties. Any of the Indemnified Parties may assert a claim for payment or reimbursement of Damages by sending notice thereof to the Indemnifying Parties in accordance with Sections 9.03 and 10.06 hereof The Indemnifying Parties shall have 30 days after the date any such notice is sent (the "Notice Period") to notify the Indemnified Parties of any defenses asserted by the Indemnifying Parties to such claim for Damages. If the notice to the Indemnifying Parties so states, failure by the Indemnifying Parties to respond within the Notice Period shall be deemed an admission of liability by the Indemnifying Parties with respect to the claim for Damages and they shall thereafter be barred from raising any defense or denial of liability relating thereto. Section 9.05. Indemnification by MBIA. (a) M13IA agrees to indemnify each 1838 Stockholder for all Damages incurred by such 1838 Stockholder arising from or in connection with: 31

(i) any breach of any representation or warranty made by MBIA in this Agreement or any certificate or document delivered by MBIA pursuant to this Agreement; and (ii) any breach or nonfulfillment of any covenant or obligation of MBIA under this Agreement. (b) The 1838 Stockholders may assert a claim for payment or reimbursement for Damages by sending notice thereof to MBIA and MBIA shall have thirty (30) days after the date of such notice to notify the 1838 Stockholders of any defenses asserted by MBIA to the 1838 Stockholders' claim for Damages. If the notice to MBIA so states, failure by MBIA to respond within such thirty (30) day period shall be deemed an admission of liability of MBIA with respect to the Damages and it shall thereafter be barred from raising any defense or denial of liability relating thereto. (c) The 1838 Stockholders shall not be entitled to bring any new claim for Damages arising from a breach of a representation or warranty, whether under this Article IX or otherwise, after the survival period with respect to the representation and warranty giving rise to the claim for Damages shall have expired as set forth in Section

(i) any breach of any representation or warranty made by MBIA in this Agreement or any certificate or document delivered by MBIA pursuant to this Agreement; and (ii) any breach or nonfulfillment of any covenant or obligation of MBIA under this Agreement. (b) The 1838 Stockholders may assert a claim for payment or reimbursement for Damages by sending notice thereof to MBIA and MBIA shall have thirty (30) days after the date of such notice to notify the 1838 Stockholders of any defenses asserted by MBIA to the 1838 Stockholders' claim for Damages. If the notice to MBIA so states, failure by MBIA to respond within such thirty (30) day period shall be deemed an admission of liability of MBIA with respect to the Damages and it shall thereafter be barred from raising any defense or denial of liability relating thereto. (c) The 1838 Stockholders shall not be entitled to bring any new claim for Damages arising from a breach of a representation or warranty, whether under this Article IX or otherwise, after the survival period with respect to the representation and warranty giving rise to the claim for Damages shall have expired as set forth in Section 10.01 hereof. (d) The maximum liability of MBIA to each 1838 Stockholder under this Section 9.05 shall be limited to an amount determined as the number of shares of M131A Common Stock received by such 1838 Stockholder in the Merger' multiplied by thirty seven dollars ($37.00). Section 9.06. Exclusive Remedies. The indemnification rights set forth in this Article IX shall be the sole and exclusive remedy for the matters set forth in Sections 9.01 and 9.05 hereof, provided, however, that nothing in this Article IX shall limit the remedies available to the Indemnified Parties or the 1838 Stockholders with respect to (i) claims of alleged fraud or deceit with respect to the Merger, (ii) actions seeking specific performance of this Agreement or any provision hereof, (iii) remedies available to the Indemnified Parties or the 1838 Stockholders to enforce their right to indemnification and (iv) remedies available to the 1838 Stockholders under any applicable Securities Laws. ARTICLE X MISCELLANEOUS Section 10.01. Survival of Representations, Warranties and Covenants. The representations and warranties of 1838, the 1838 Stockholders, MBIA and Acquisition contained in or made pursuant to this Agreement will survive the Closing Date for a period of the lesser of (i) twelve (12) months or (ii) the date of issuance of the first audited financial statements of MBIA following the Merger regardless of any investigation made by or on behalf of the parties hereto or the results of any such investigation, and the participation of either party in such investigation will not constitute a waiver of any representation or warranty of any other party. MBIA and 1838 shall each deliver to the other party, on the Closing Date, a certificate stating 32

that, as of the Closing Date, such party has no knowledge of any breach of the other party's representations and warranties herein or, if such party has knowledge of a breach, specifying any such breaches to which the party has knowledge. The respective covenants and agreements of the 1838 Stockholders and MBIA set forth in this Agreement (including, without limitation, Section 2.12 and all provisions of Article IX) shall survive the consummation of the transactions contemplated by this Agreement. Section 10.02. Entire Agreement; Amendment. This Agreement and the documents referred to in this Agreement and required to be delivered pursuant to this Agreement constitute the entire agreement among the parties pertaining to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties, whether oral or written, and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this

that, as of the Closing Date, such party has no knowledge of any breach of the other party's representations and warranties herein or, if such party has knowledge of a breach, specifying any such breaches to which the party has knowledge. The respective covenants and agreements of the 1838 Stockholders and MBIA set forth in this Agreement (including, without limitation, Section 2.12 and all provisions of Article IX) shall survive the consummation of the transactions contemplated by this Agreement. Section 10.02. Entire Agreement; Amendment. This Agreement and the documents referred to in this Agreement and required to be delivered pursuant to this Agreement constitute the entire agreement among the parties pertaining to the subject matter of this Agreement, and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions of the parties, whether oral or written, and there are no warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the party to be bound thereby. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. At any time prior to the Effective Time of Merger, the Boards of Directors of the constituent corporations to the Merger may amend this Agreement, provided that any amendment made subsequent to the adoption of this Agreement by the 1838 Stockholders shall not (1) alter or change the amount or kind of shares, securities, cash, property and/or rights to be received in exchange for or on conversion of all or any of the shares of 1838 Common Stock, (2) alter or change any term of the certificate of incorporation of the Surviving Corporation to be effected by the Merger, or (3) alter or change any of the terms and conditions of this Agreement if such alteration or change would adversely affect the holders of any class of such constituent corporation. Section 10.03. Expenses. MBIA, Acquisition, 1838 and the 1838 Stockholders shall each pay their respective expenses incurred in connection with the negotiation and preparation of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, their respective legal fees, expenses, commissions and filing fees regardless of whether such transactions are consummated. MBIA shall pay all fees associated with the Hart-Scott-Rodino filing and up to ten thousand dollars ($10,000) of 1838's accounting fees incurred in connection with the Merger. Section 10.04. Governing Law. This Agreement shall be construed and interpreted according to the Laws of the State of Delaware except that the provisions of Section 2.12 hereof shall be governed by the laws of the Commonwealth of Pennsylvania. Section 10.05. Assignment. Neither MBIA nor 1838 may assign any of their rights, liabilities or obligations under this Agreement without the prior written consent of the other parties hereto, except that MBIA may assign its rights to any entity or person affiliated with it. Section 10.06. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when personally 33

delivered or deposited in the United States Mail, mailed first class, certified and return receipt requested, addressed as follows:
If to MBIA or Acquisition: MBIA Inc. 113 King Street Armonk, NY 10504 Attention: Peggy D. Garfunkel MBIA Inc. 113 King Street Armonk, NY 10504 Attention: General Counsel 1838 Investment Advisors, Inc. Radnor Corporate Center, Suite 320 Radnor, PA 19087

with a copy to:

If to 1838, 1838 Stockholders or the Indemnifying Parties:

delivered or deposited in the United States Mail, mailed first class, certified and return receipt requested, addressed as follows:
If to MBIA or Acquisition: MBIA Inc. 113 King Street Armonk, NY 10504 Attention: Peggy D. Garfunkel MBIA Inc. 113 King Street Armonk, NY 10504 Attention: General Counsel 1838 Investment Advisors, Inc. Radnor Corporate Center, Suite 320 Radnor, PA 19087 Attention: W. Thacher Brown Drinker, Biddle & Reath Suite 300 1000 Westlakes Drive Berwyn, PA 19312

with a copy to:

If to 1838, 1838 Stockholders or the Indemnifying Parties:

with a copy to:

Attention: Thomas E. Wood, Esq. Section 10.07. Counterparts, Headings. This Agreement may be executed in several counterparts, each of which shall be deemed an original, but such counterparts shall together constitute but one and the same Agreement. The table of contents and article and section headings in this Agreement are inserted for convenience of reference only and shall not constitute a part hereof. Section 10.08. Interpretation. Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular, and all words in any gender shall extend to and include all genders. The language used in this Agreement shall be deemed to be language chosen by the parties to this Agreement to express their mutual intent. In the event an ambiguity or question of intent or interpretation arises concerning the language of this Agreement, this Agreement shall be construed as if drafted jointly by the parties to this Agreement and no presumption or burden of proof will arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. Section 10.09. Severability. If any provision, clause or part of this Agreement, or the application thereof under certain circumstances, is held invalid, the remainder of this Agreement, or the application of such provision, clause or part under other circumstances, shall not be affected thereby unless such invalidity materially impairs the ability of the parties to consummate the transactions contemplated by this Agreement. 34

Section 10.10. Further Assurances. If, at any time after the Closing Date, any farther action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, properties, rights, privileges, powers and franchises of either Acquisition or 1838, the officers of the Surviving Corporation are fully authorized to take any such action in the name of Acquisition or 1838. Section 10.11. Waivers. No failure or delay on the part of any party in exercising any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Section 10.12. Successors In Interest. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and permitted assigns. Section 10.13. ACKNOWLEDGEMENT BY 1838 STOCKHOLDERS. BY THEIR EXECUTION OF THE

Section 10.10. Further Assurances. If, at any time after the Closing Date, any farther action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, properties, rights, privileges, powers and franchises of either Acquisition or 1838, the officers of the Surviving Corporation are fully authorized to take any such action in the name of Acquisition or 1838. Section 10.11. Waivers. No failure or delay on the part of any party in exercising any right, power or remedy hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. Section 10.12. Successors In Interest. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and permitted assigns. Section 10.13. ACKNOWLEDGEMENT BY 1838 STOCKHOLDERS. BY THEIR EXECUTION OF THE SELLING STOCKHOLDER LETTER, EACH OF THE 1838 STOCKHOLDERS (1) APPROVES THE TERMS OF THE MERGER AS SET OUT HEREIN, (11) ACKNOWLEDGES AND AGREES TO THE REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE 1838 STOCKHOLDERS SET OUT HEREIN AND (III) AGREES TO BE BOUND BY THE NONSOLICITATION PROVISIONS IN SECTION 2.10 (IF APPLICABLE) AND THE INDEMNIFICATION PROVISIONS OF ARTICLE IX HEREOF. THE 1838 STOCKHOLDERS FURTHER ACKNOWLEDGE THAT THIS AGREEMENT IS A LEGALLY BINDING DOCUMENT AND THAT THEY HAVE CONSULTED WITH LEGAL COUNSEL REGARDING THIS AGREEMENT TO THE EXTENT THEY DEEM APPROPRIATE. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS] 35

IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of Reorganization to be duly executed as of the day and year first above written. MBIA INC. Attest:
By: /s/[ILLEGIBLE] ----------------------------

By: /s/ Louis G. Lenzi --------------------------Secretary

MBIA ACQUISITION, INC. Attest: By: /s/ Margaret D. Garfunkel ---------------------------Title: Vice President --------------------------

By: /s/ Louis G. Lenzi --------------------------Secretary

1838 INVESTMENT ADVISORS, INC. Attest: By: /s/ [ILLEGIBLE] ----------------------------By: ----------------------------Title: /s/ [ILLEGIBLE] --------------------------

Certificate of the Secretary of MBIA Acquisition, Inc.

IN WITNESS WHEREOF, the parties have caused this Agreement and Plan of Reorganization to be duly executed as of the day and year first above written. MBIA INC. Attest:
By: /s/[ILLEGIBLE] ----------------------------

By: /s/ Louis G. Lenzi --------------------------Secretary

MBIA ACQUISITION, INC. Attest: By: /s/ Margaret D. Garfunkel ---------------------------Title: Vice President --------------------------

By: /s/ Louis G. Lenzi --------------------------Secretary

1838 INVESTMENT ADVISORS, INC. Attest: By: /s/ [ILLEGIBLE] ----------------------------By: ----------------------------Title: /s/ [ILLEGIBLE] --------------------------

Certificate of the Secretary of MBIA Acquisition, Inc. I, the undersigned, as Secretary of MBIA Acquisition Inc. ("Acquisition"), hereby certify that the Agreement and Plan of Merger dated as of June 18, 1998 (the "Agreement") between MBIA Inc., 1838 Investment Advisors, Inc. and Acquisition has been adopted by Acquisition, pursuant to Section 251(f) of the Delaware General Corporation Law. I certify further that no shares of Acquisition were outstanding prior to the adoption of the resolution, dated as of June 19, 1998, approving the Agreement by the Board of Directors of Acquisition. DATED as of this, 19th day of June, 1998.
/s/ Louis G. Lenzi -------------------------------Louis G. Lenzi, Secretary

The 1838 Stockholders hereby acknowledge their nonsolicitation (if applicable) and indemnification obligations under Section 2.12 and Article 9, respectively of this Agreement, and agree to be bound by the terms thereof.
/s/ W. Thacher Brown -------------------------W. Thacher Brown /s/ John Springrose -------------------------John Springrose /s/ George W. Gephart, JR -------------------------George W. Gephart, JR /s/ Cynthia R. Axelrod

The 1838 Stockholders hereby acknowledge their nonsolicitation (if applicable) and indemnification obligations under Section 2.12 and Article 9, respectively of this Agreement, and agree to be bound by the terms thereof.
/s/ W. Thacher Brown -------------------------W. Thacher Brown /s/ John Springrose -------------------------John Springrose /s/ George W. Gephart, JR -------------------------George W. Gephart, JR /s/ Cynthia R. Axelrod -------------------------Axelrod, Cynthia R. /s/ Anna M. Bencrowsky -------------------------Bencrowsky, Anna M. /s/ Michael F. Biemer -------------------------Biemer, Michael F. /s/ J. Barron Clancy -------------------------Clancy, J. Barron /s/ Thomas A. Considine -------------------------Considine, Thomas A. /s/ Frederic N. Dittman -------------------------Dittmann, Frederic N. /s/ John H. Donaldson -------------------------Donaldson, John H. /s/ Joseph T. Doyle, Jr. --------------------------

Doyle, Jr. Joseph T.
/s/ Kenneth A. Egan -------------------------Egan, Kenneth A.

/s/ Robert W. Herz -------------------------Herz, Robert W.

/s/ Stephen D. Kepes -------------------------Kepes, Stephen D.

/s/ Amy B. Lieb

Doyle, Jr. Joseph T.
/s/ Kenneth A. Egan -------------------------Egan, Kenneth A.

/s/ Robert W. Herz -------------------------Herz, Robert W.

/s/ Stephen D. Kepes -------------------------Kepes, Stephen D.

/s/ Amy B. Lieb -------------------------Lieb, Amy B.

/s/ John J. McElroy -------------------------McElroy, John J.

/s/ Rhonda McNavish -------------------------McNavish, Rhonda

/s/ James E. Moore, III -------------------------Moore, III, James E.

/s/ Patricia J. Myers -------------------------Myers, Patricia J.

/s/ Edward Powell -------------------------Powell, Edward

/s/ Nancy W. Tetley -------------------------Tetley, Nancy W.

/s/ Hnas Van Den Berg -------------------------Van Den Berg, Hans

2
/s/ Denise E. White -------------------------White, Denise E.

/s/ Marcia Zercoe -------------------------Zercoe, Marcia

/s/ Denise E. White -------------------------White, Denise E.

/s/ Marcia Zercoe -------------------------Zercoe, Marcia

3

EXHIBITS AND SCHEDULES Disclosure Schedule
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A A-1 13 C D E 1838 Shareholder List (Current and Former) Nonsoliciting Shareholder List Plan of Merger Furniture, Fixtures and Equipment Customer Contracts Selling Stockholder Letter

PRELIMINARY DISCLOSURE SCHEDULE 6/19/98 This Disclosure Statement is made and given pursuant to the Agreement and Plan of Merger dated June 19, 1998 by and among MBIA Inc.. MBIA Acquisition, Inc. and 1838 Investment Advisors. Inc. (the "Agreement"). The section numbers in this Disclosure Schedule correspond to the section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other schedule number under the Agreement where such disclosure would be appropriate. Any term defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. 4.02 1838 Inc, had to accelerate our payments to Jim Balog in order to do deal with MBIA. 4.05 1938 LP owns shares in the 1838 International Fund. 4.06 Stockholders' Agreement 4.07 Edward Shute, a former employee of 1838 who was terminated in 1993 has periodically threatened legal action for wrongful termination and inadequate reimbursement for his stock. 4.08 1997 Financial Statements were provided to MBIA. As indicated in Sec. 4.1.0 the MPCM loan and stockholder (partner) distribution obligations total $15,758,442. 4.09 See Schedule 4.09 1838 leased additional space contagious to its current office space on June 1, 1998. As part of the lease, 1839 has a building allowance of $5 per square foot. There is no provision on the balance sheet for build out expenses or furniture. 4.10 See Schedule 4.10. 1838 LP is restricted from solicitation activities in the Netherlands. 1838 LP has a verbal agreement with Ken Egan, a retired employee, to pay finders fees on certain accounts so long as they remain with 1838 LP. 4.11 1838 LP may be in default with respect to the One Meridian Bank lease. Total liability was less than $75,000 in 1991 dollars.

EXHIBITS AND SCHEDULES Disclosure Schedule
Exhibit Exhibit Exhibit Exhibit Exhibit Exhibit A A-1 13 C D E 1838 Shareholder List (Current and Former) Nonsoliciting Shareholder List Plan of Merger Furniture, Fixtures and Equipment Customer Contracts Selling Stockholder Letter

PRELIMINARY DISCLOSURE SCHEDULE 6/19/98 This Disclosure Statement is made and given pursuant to the Agreement and Plan of Merger dated June 19, 1998 by and among MBIA Inc.. MBIA Acquisition, Inc. and 1838 Investment Advisors. Inc. (the "Agreement"). The section numbers in this Disclosure Schedule correspond to the section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other schedule number under the Agreement where such disclosure would be appropriate. Any term defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. 4.02 1838 Inc, had to accelerate our payments to Jim Balog in order to do deal with MBIA. 4.05 1938 LP owns shares in the 1838 International Fund. 4.06 Stockholders' Agreement 4.07 Edward Shute, a former employee of 1838 who was terminated in 1993 has periodically threatened legal action for wrongful termination and inadequate reimbursement for his stock. 4.08 1997 Financial Statements were provided to MBIA. As indicated in Sec. 4.1.0 the MPCM loan and stockholder (partner) distribution obligations total $15,758,442. 4.09 See Schedule 4.09 1838 leased additional space contagious to its current office space on June 1, 1998. As part of the lease, 1839 has a building allowance of $5 per square foot. There is no provision on the balance sheet for build out expenses or furniture. 4.10 See Schedule 4.10. 1838 LP is restricted from solicitation activities in the Netherlands. 1838 LP has a verbal agreement with Ken Egan, a retired employee, to pay finders fees on certain accounts so long as they remain with 1838 LP. 4.11 1838 LP may be in default with respect to the One Meridian Bank lease. Total liability was less than $75,000 in 1991 dollars. 4.13 See Schedule 4.13 4.14 See Schedule 4.14 4.16 (iii) List of Tax Returns 1838 LP: Federal - 1065 US Partnership Return of Income State - PA-65 Commonwealth of PA Partnership Information Return Local - Radnor Business Privilege Tax

PRELIMINARY DISCLOSURE SCHEDULE 6/19/98 This Disclosure Statement is made and given pursuant to the Agreement and Plan of Merger dated June 19, 1998 by and among MBIA Inc.. MBIA Acquisition, Inc. and 1838 Investment Advisors. Inc. (the "Agreement"). The section numbers in this Disclosure Schedule correspond to the section numbers in the Agreement; however, any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other schedule number under the Agreement where such disclosure would be appropriate. Any term defined in the Agreement shall have the same meaning when used in this Disclosure Schedule as when used in the Agreement unless the context otherwise requires. 4.02 1838 Inc, had to accelerate our payments to Jim Balog in order to do deal with MBIA. 4.05 1938 LP owns shares in the 1838 International Fund. 4.06 Stockholders' Agreement 4.07 Edward Shute, a former employee of 1838 who was terminated in 1993 has periodically threatened legal action for wrongful termination and inadequate reimbursement for his stock. 4.08 1997 Financial Statements were provided to MBIA. As indicated in Sec. 4.1.0 the MPCM loan and stockholder (partner) distribution obligations total $15,758,442. 4.09 See Schedule 4.09 1838 leased additional space contagious to its current office space on June 1, 1998. As part of the lease, 1839 has a building allowance of $5 per square foot. There is no provision on the balance sheet for build out expenses or furniture. 4.10 See Schedule 4.10. 1838 LP is restricted from solicitation activities in the Netherlands. 1838 LP has a verbal agreement with Ken Egan, a retired employee, to pay finders fees on certain accounts so long as they remain with 1838 LP. 4.11 1838 LP may be in default with respect to the One Meridian Bank lease. Total liability was less than $75,000 in 1991 dollars. 4.13 See Schedule 4.13 4.14 See Schedule 4.14 4.16 (iii) List of Tax Returns 1838 LP: Federal - 1065 US Partnership Return of Income State - PA-65 Commonwealth of PA Partnership Information Return Local - Radnor Business Privilege Tax (Gross Receipts) 1838 Inc, Federal 1120S - US Income Tax S-Corp State - RCT-101 PA Corp Tax Report (Capital Stock Tax) State Delaware Annual Franchise Tax Report (v) The 12/31/97 basis of 1838 LP's assets are: Invested = IV $563,123, Investment in International Fund $121,142. The 12/31/97 basis of 1838 Inc. is investment in 1838 LP of $4,731,354.

4-17 Edward Shute has asserted various claims against 1838 Inc. (see 4.07) One current and one former employee have complained of verbal harrassment from their supervisor. The matter was resolved and the current

4-17 Edward Shute has asserted various claims against 1838 Inc. (see 4.07) One current and one former employee have complained of verbal harrassment from their supervisor. The matter was resolved and the current employee cliams the situation has not recurred. 4.19 The minutes book may not be complete, particularly prior to the 1991 office fire 4.22 See schedule 4,22. American College of Cardiology will be reducing assets by approximately 35%. 4.23 Several family members of 1838 employees are investment advisory clients of 1839 LP. 4.25 1838 has hired three summer employees. In addition, 1938 is searching to fill two vacant clerical positions and one equity analyst position. 4.27 See Schedule 4.27 4.32 1838 acts as advisor to the following funds: 1838 Investment Advisors Fund 1838 Bond Debenture Trading Fund 1838 acts as sub-advisor to the following funds: Market Street Fund SEI Small Cap Value Fund 4.32 (b) Rodney Square, administrator to the 1838 Funds failed to timely comply with blue sky regulations in various states. 4.35 With regard to year 2000 compliance, 1838 Investment Advisors in-house systems are recently developed and have taken year 2000 into consideration. Conversion to Access 8 from Access 2 brings these applications into compliance. Over the past two years our equipment and infrastructure (including telecommunications and voice mail) have been either upgraded or newly purchased addressing year 2000 issues in the process. The Novell server 3.1.2 will be certified Y2K compliant by Novell, with patches. However, we are moving to an NT environment prior to Y2K, which Microsoft states is "compliant or compliant with minor issues." The latest release of GIM2 (5.3.0.14), the firm's portfolio accounting system, brings the application to full compliance. We are in the process of installing and testing the application. We anticipate this will be completed by July 15. We are in contact and working with our data providers and institutional interfaces (DTC), to ensure compliance with these systems. 1838 LP has not assessed operating and technology systems used by vendors to or clients of 1838, i.e. brokers, custodians. DTC, etc. We are contracting with JVC Consulting for a Y2K audit to be completed by the end of July. The purpose of the audit will be to certify our findings or identify any exposure we may have missed. 4.37 Edward Shute is the only shareholder who has threatened claims against 1838. Shareholder sales since 1993 are detailed on exhibit 4.37. Other former stockholders include Edward Shute, Robert Vitale and Joan Echevarria. 7.15 1938 LP remains party to a continuing investment management agreement with Fortis, Inc., successor to MPCM.

Depreciation for 1838 on MeesPierson Assets for 1998
Original Cost Life MeesPierson Computer Equipment Printer Model & 486 DX2 Total MeesPierson Software General Ledger Software Software Custom Report Software Software Upgrade Network Upgrade 18,698.30 608.54 600.00 742.70 1,908.00 5 3 3 3 5 7/93 5/94 3/94 9/94 1/95 311.64 311.64 311.64 1,299.00 2,087.85 3,385.85 5 5 Date of Service 11/93 7/94 January 21.65 34.80 56.45 February 21.65 34.80 56.45 March 21.65 34.80 56.45

31.80

31.80

31.80

Depreciation for 1838 on MeesPierson Assets for 1998
Original Cost Life MeesPierson Computer Equipment Printer Model & 486 DX2 Total MeesPierson Software General Ledger Software Software Custom Report Software Software Upgrade Network Upgrade Total MeesPierson Office Furn & Equip Chair Bookcase Side Chair Chairs English & Desk 66 x Modular T Wing Chair Arm Chair Bookcase Copier Fax Machine Fax Machine Credenza & other att - 2 Credenza & other att - 2 Custom 3 Total 1,203.10 543.00 782.00 450.25 473.36 1,447.71 348.76 1,519.41 1,348.22 524.30 10,265.50 2,200.00 535.00 7,195.75 4,626.50 1,678.57 35,141.43 7 7 7 7 7 7 7 7 7 7 5 5 5 7 7 1 1/91 2/91 2/91 5/91 2/92 4/92 4/92 4/92 4/92 4/92 5/92 5/92 7/92 9/93 11/93 1/95 14.32 6.46 9.31 5.36 5.64 17.23 4.15 18.09 16.05 6.24 18,698.30 608.54 600.00 742.70 1,908.00 22,557.54 5 3 3 3 5 7/93 5/94 3/94 9/94 1/95 311.64 311.64 311.64 1,299.00 2,087.85 3,385.85 5 5 Date of Service 11/93 7/94 January 21.65 34.80 56.45 February 21.65 34.80 56.45 March 21.65 34.80 56.45

31.80 343.44

31.80 343.44

31.80 343.44

6.46 9.31 5.36 5.64 17.23 4.15 18.09 16.05 6.24

5.36 5.64 17.23 4.15 18.09 16.05 6.24

85.66 55.08

85.66 55.08

85.66 55.08

243.59

229.27

213.50

Printer Model & 486 DX2 Total MeesPierson Software General Ledger Software Software Custom Report Software Software Upgrade Network Upgrade Total MeesPierson Office Furn & Equip Chair Bookcase Side Chair Chairs English & Desk 66 x Modular T Wing Chair Arm Chair Bookcase Copier Fax Machine Fax Machine Credenza & other att - 2 Credenza & other att - 2 Custom 3 Total

June 21.65 34.80 56.45

July 21.65 34.80 56.45

August 21.65 34.80 56.45

September 21.65 34.80 56.45

October 21.65 34.80 56.45

November 34.80 34.80

311.64

31.80 343.44

31.80 31.80

31.80 31.80

31.80 31.80

31.80 31.80

31.80 31.80

5.64 17.23 4.15 18.09 16.05 6.24

5.64 17.23 4.15 18.09 16.05 6.24

5.64 17.23 4.15 18.09 16.05 6.24

5.64 17.23 4.15 18.09 16.05 6.24

5.64 17.23 4.15 18.09 16.05 6.24

5.64 17.23 4.15 18.09 16.05 6.24

85.66 55.08

85.66 55.08

85.66 55.08

85.66 55.08

85.66 55.08

85.66 55.08

208.14

208.14

208.14

208.14

208.14

208.14

SMH/Deprec98/MPCM/6/11/98

New Computer Software-1998 105-5101 Deprec. Exp of 100-1517 Accum Deprec. On New Computer Software
Original Cost New Computer Software Integrated Decision Systems 139,542.00 Reflects 25% Discount $20,130 is for Informix JVC-Software to connt Unix S 738.03 IDS Star 5.02 (Software) 1,960.00 IDS NET (DOS) 4.10DDB (S 1,995.00 JVC-Palindrome UG 2.06 757.00 Novell GRP Win Upgrade 2,890.99 Mobius Group M-Search Up 4,750.00 Zonics System Management 1,531.70 Zonics System Management 7,072.85 Zonics System Management 8,379.30 Zonics System Management 6,667.40 Zonics System Management 8,379.30 Great Plains Version 8 Upgr 1,515.27 IDS Globalized Data Conver 1,875.00 IDS Rating Analysis and Mar 2,812.50 Zonics System Management 5,360.95 IDS Asset Alloc. Block Spec 837.50 Decision Systems Compsoft 22,500.00 IDS Custom Trans. Ledger 2,250.00 IDS Portfolio Changes Repor 3,187.50 IDS DTC, Autotasking, Swe 662.50 IDS Globalize Data Conversi 625.00 Informix Runtime Intel Windo 3,556.94 JVC Tech Microsoft Win for 495.99 IDS Users 33-64 Upgrade 24,059.30 Integrated Decision Systems 19,000.00 Financial Models-Auto Reco 25,000.00 JVC Tech Novell Netware V 2,281.12 Capital Mgmt-CMS BondEdg 2,509.00 Informix 27,044.76 SQL 4.20.UC1 License Sun Microsystems SN #AAC#J269824 Online 5.10.UC1 Development/User Lic SN #AAC#R269825 Star TCP/IP 5.10.UC1 Dev/User Lic SN #AAC#N269826 Monthly Total 330,536.30 Life Date of Service January February March

5

08/94

2,325.70

2,325.70

2,325.70

5 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3

06/94 07/94 07/94 12/94 03/95 6/95 6/95 7/95 7/95 7/95 7/95 6/95 8/95 8/95 9/95 9/95 7/95 10/95 10/95 10/95 10/95 11/95 6/96 6/96 6/97 8/97 12/97 12/97 1/98

12.30

12.30

12.30

60.31 131.94 42.55 196.47 232.76 185.21 232.76 46.60 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 63.36 69.70

60.31 131.94 42.55 196.47 232.76 185.21 232.76 46.60 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 63.36 69.70 751.36

131.94 42.55 196.47 232.76 185.21 232.76 46.60 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 63.36 69.70 751.36

4,419.36

5,170.72

5,090.29

Integrated Decision Systems Reflects 25% Discount $20,130 is for Informix JVC-Software to connt Unix S IDS Star 5.02 (Software) IDS NET (DOS) 4.10DDB (S JVC-Palindrome UG 2.06 Novell GRP Win Upgrade Mobius Group M-Search Up Zonics System Management Zonics System Management Zonics System Management Zonics System Management Zonics System Management Great Plains Version 8 Upgr IDS Globalized Data Conver IDS Rating Analysis and Mar Zonics System Management IDS Asset Alloc. Block Spec Decision Systems Compsoft IDS Custom Trans. Ledger IDS Portfolio Changes Repor IDS DTC, Autotasking, Swe

June 2,325.70

July 2,325.70

August 2,325.70

September 2,325.70

October 2,325.70

November 2,325.70

12.30

12.30

12.30

12.30

12.30

12.30

196.47 232.76 185.21 232.76 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 52.08 78.13 148.92 26.04 62.50 88.54 23.96

148.92 26.04 62.50 88.54 23.96 62.50 88.54 23.96

New Computer Software-1998 105-5101 Deprec. Exp of 100-1517 Accum Deprec. On New Computer Software
Original Cost New Computer Software Integrated Decision Systems 139,542.00 Reflects 25% Discount $20,130 is for Informix JVC-Software to connt Unix S 738.03 IDS Star 5.02 (Software) 1,960.00 IDS NET (DOS) 4.10DDB (S 1,995.00 JVC-Palindrome UG 2.06 757.00 Novell GRP Win Upgrade 2,890.99 Mobius Group M-Search Up 4,750.00 Zonics System Management 1,531.70 Zonics System Management 7,072.85 Zonics System Management 8,379.30 Zonics System Management 6,667.40 Zonics System Management 8,379.30 Great Plains Version 8 Upgr 1,515.27 IDS Globalized Data Conver 1,875.00 IDS Rating Analysis and Mar 2,812.50 Zonics System Management 5,360.95 IDS Asset Alloc. Block Spec 837.50 Decision Systems Compsoft 22,500.00 IDS Custom Trans. Ledger 2,250.00 IDS Portfolio Changes Repor 3,187.50 IDS DTC, Autotasking, Swe 662.50 IDS Globalize Data Conversi 625.00 Informix Runtime Intel Windo 3,556.94 JVC Tech Microsoft Win for 495.99 IDS Users 33-64 Upgrade 24,059.30 Integrated Decision Systems 19,000.00 Financial Models-Auto Reco 25,000.00 JVC Tech Novell Netware V 2,281.12 Capital Mgmt-CMS BondEdg 2,509.00 Informix 27,044.76 SQL 4.20.UC1 License Sun Microsystems SN #AAC#J269824 Online 5.10.UC1 Development/User Lic SN #AAC#R269825 Star TCP/IP 5.10.UC1 Dev/User Lic SN #AAC#N269826 Monthly Total 330,536.30 Life Date of Service January February March

5

08/94

2,325.70

2,325.70

2,325.70

5 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3 3

06/94 07/94 07/94 12/94 03/95 6/95 6/95 7/95 7/95 7/95 7/95 6/95 8/95 8/95 9/95 9/95 7/95 10/95 10/95 10/95 10/95 11/95 6/96 6/96 6/97 8/97 12/97 12/97 1/98

12.30

12.30

12.30

60.31 131.94 42.55 196.47 232.76 185.21 232.76 46.60 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 63.36 69.70

60.31 131.94 42.55 196.47 232.76 185.21 232.76 46.60 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 63.36 69.70 751.36

131.94 42.55 196.47 232.76 185.21 232.76 46.60 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 63.36 69.70 751.36

4,419.36

5,170.72

5,090.29

Integrated Decision Systems Reflects 25% Discount $20,130 is for Informix JVC-Software to connt Unix S IDS Star 5.02 (Software) IDS NET (DOS) 4.10DDB (S JVC-Palindrome UG 2.06 Novell GRP Win Upgrade Mobius Group M-Search Up Zonics System Management Zonics System Management Zonics System Management Zonics System Management Zonics System Management Great Plains Version 8 Upgr IDS Globalized Data Conver IDS Rating Analysis and Mar Zonics System Management IDS Asset Alloc. Block Spec Decision Systems Compsoft IDS Custom Trans. Ledger IDS Portfolio Changes Repor IDS DTC, Autotasking, Swe IDS Globalize Data Conversi Informix Runtime Intel Windo JVC Tech Microsoft Win for IDS Users 33-64 Upgrade Integrated Decision Systems Financial Models-Auto Reco

June 2,325.70

July 2,325.70

August 2,325.70

September 2,325.70

October 2,325.70

November 2,325.70

12.30

12.30

12.30

12.30

12.30

12.30

196.47 232.76 185.21 232.76 52.08 78.13 148.92 26.04 625.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 52.08 78.13 148.92 26.04 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00

148.92 26.04 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00 62.50 88.54 23.96 17.36 98.80 13.76 668.31 528.00 694.00

98.80 13.76 668.31 528.00 694.00

13.76 668.31 528.00 694.00

JVC Tech Novell Netware V 63.36 63.36 Capital Mgmt-CMS BondEdg 69.70 69.70 Informix 751.24 751.24 SQL 4.20.UC1 License Sun Microsystems SN #AAC#J269824 Online 5.10.UC1 Development/User Lic SN #AAC#R269825 Star TCP/PIP 5.10.UC1 Dev/User Lic SN #AAC#269826 Monthly Total 4,869.20 3,397.00

63.36 69.70 751.24

63.36 69.70 751.24

63.36 69.70 751.24

63.36 69.70 751.24

3,266.79

3,091.83

2,699.47

2,800.67

SMH/Deprec98/Software/6/11/98

Furniture/Fixtures Small Cap - 1998 400-1515 Accum. Dep. F/F Small Cap 400-5100 Deprec. Exp F/F Small Cap
Original Cost Life Furniture/Fixture JRC Furniture Computer Equip Vircom HP Lase SMH/Deprec98/Small cap/6/11/98 1,797.99 3 2/98 49.74 874.15 5 11/94 14.57 14.57 14.57 Date of Service January February March

June Furniture/Fixture JRC Furniture Computer Equip Vircom HP Lase 49.95 14.57

July

August

September

October

November

14.57

14.57

14.57

14.57

14.57

49.95

49.95

49.95

49.95

49.95

SMH/Deprec98/Small cap/6/11/98

Furniture/Fixtures Marketing - 1998 1515-300 Accum. Dep. F/F Marketing 5100-300 Deprec. Exp F/F Marketing
Date of Original Cost Life Service Furniture/Fixture J. Rothbard Conf Table & Base J. Rothbard Pedestal File JHS Total Computer Equipment Depreciation-Marketing 1998 300-1515 Accum. Dep. Computers 300-5101 Depreciation Exp. Computers Gateway Gateway Gateway Gateway Total 2000 Solo 9100 S5 Portable -1 GP6 300 System - GP6 300 System 3,427.49 5,132.00 3,638.00 3,257.00 15,454.49 5 3 3 3 11/96 10/97 10/97 1/98 57.12 144.50 103.00 57.12 142.50 101.00 90.55 391.17 57.12 142.50 101.00 90.47 391.09 749.98 640.88 1,390.74 5 5 7/96 10/96 January February March

304.62

June

July

August

September

October

November

Furniture/Fixtures Small Cap - 1998 400-1515 Accum. Dep. F/F Small Cap 400-5100 Deprec. Exp F/F Small Cap
Original Cost Life Furniture/Fixture JRC Furniture Computer Equip Vircom HP Lase SMH/Deprec98/Small cap/6/11/98 1,797.99 3 2/98 49.74 874.15 5 11/94 14.57 14.57 14.57 Date of Service January February March

June Furniture/Fixture JRC Furniture Computer Equip Vircom HP Lase 49.95 14.57

July

August

September

October

November

14.57

14.57

14.57

14.57

14.57

49.95

49.95

49.95

49.95

49.95

SMH/Deprec98/Small cap/6/11/98

Furniture/Fixtures Marketing - 1998 1515-300 Accum. Dep. F/F Marketing 5100-300 Deprec. Exp F/F Marketing
Date of Original Cost Life Service Furniture/Fixture J. Rothbard Conf Table & Base J. Rothbard Pedestal File JHS Total Computer Equipment Depreciation-Marketing 1998 300-1515 Accum. Dep. Computers 300-5101 Depreciation Exp. Computers Gateway Gateway Gateway Gateway Total 2000 Solo 9100 S5 Portable -1 GP6 300 System - GP6 300 System 3,427.49 5,132.00 3,638.00 3,257.00 15,454.49 5 3 3 3 11/96 10/97 10/97 1/98 57.12 144.50 103.00 57.12 142.50 101.00 90.55 391.17 57.12 142.50 101.00 90.47 391.09 749.98 640.88 1,390.74 5 5 7/96 10/96 January February March

304.62

June Furniture/Fixture J. Rothbard Conf Table & Base J. Rothbard Pedestal File JHS Total Computer Equipment Depreciation-Marketing 1998 300-1515 Accum. Dep. Computers 300-5101 Depreciation Exp. Computers Gateway Gateway Gateway Gateway 2000 Solo 9100 S5 Portable -1 GP6 300 System - GP6 300 System 57.12 142.50 101.00 90.47 12.50 10.68 23.18

July

August

September

October

November

12.50 10.68 23.18

12.50 10.68 23.18

12.50 10.68 23.18

12.50 10.68 23.18

12.50 10.68 23.18

57.12 142.50 101.00 90.47

57.12 142.50 101.00 90.47

57.12 142.50 101.00 90.47

57.12 142.50 101.00 90.47

57.12 142.50 101.00 90.47

Furniture/Fixtures Marketing - 1998 1515-300 Accum. Dep. F/F Marketing 5100-300 Deprec. Exp F/F Marketing
Date of Original Cost Life Service Furniture/Fixture J. Rothbard Conf Table & Base J. Rothbard Pedestal File JHS Total Computer Equipment Depreciation-Marketing 1998 300-1515 Accum. Dep. Computers 300-5101 Depreciation Exp. Computers Gateway Gateway Gateway Gateway Total 2000 Solo 9100 S5 Portable -1 GP6 300 System - GP6 300 System 3,427.49 5,132.00 3,638.00 3,257.00 15,454.49 5 3 3 3 11/96 10/97 10/97 1/98 57.12 144.50 103.00 57.12 142.50 101.00 90.55 391.17 57.12 142.50 101.00 90.47 391.09 749.98 640.88 1,390.74 5 5 7/96 10/96 January February March

304.62

June Furniture/Fixture J. Rothbard Conf Table & Base J. Rothbard Pedestal File JHS Total Computer Equipment Depreciation-Marketing 1998 300-1515 Accum. Dep. Computers 300-5101 Depreciation Exp. Computers Gateway Gateway Gateway Gateway Total 2000 Solo 9100 S5 Portable -1 GP6 300 System - GP6 300 System 57.12 142.50 101.00 90.47 391.09 12.50 10.68 23.18

July

August

September

October

November

12.50 10.68 23.18

12.50 10.68 23.18

12.50 10.68 23.18

12.50 10.68 23.18

12.50 10.68 23.18

57.12 142.50 101.00 90.47 391.09

57.12 142.50 101.00 90.47 391.09

57.12 142.50 101.00 90.47 391.09

57.12 142.50 101.00 90.47 391.09

57.12 142.50 101.00 90.47 391.09

SMH/Deprec98/Mktg/6/11/98

Leasehold Improvements Depreciation 1998 100-1525 Accumulated Amort. Leasehold 100-5102 Amort. Exp. Leasehold
Original Cost Leasehold Improvements Wiring - JVC Build Out for MeesPierson G. Erickson & Sons Construction-Deposit G. Erickson & Sons Construction-Final Payment Monthly Total 17,606.64 3,660.00 12,437.00 18,342.61 52,046.25 120.00 84.00 66.00 66.00 12/91 12/94 6/96 6/96 146.72 43.57 193.23 300.51 684.03 146.72 43.57 193.23 300.51 684.03 146 43 193 300 684 Life Date of Service January February Mar

June Leasehold Improvements Wiring - JVC 146.72 Build Out for MeesPierson 43.57 G. Erickson & Sons Construction-Deposit 193.23 G. Erickson & Sons Construction-Final Payment 300.51 Monthly Total 684.03

July

August

September

October

November

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

Leasehold Improvements Depreciation 1998 100-1525 Accumulated Amort. Leasehold 100-5102 Amort. Exp. Leasehold
Original Cost Leasehold Improvements Wiring - JVC Build Out for MeesPierson G. Erickson & Sons Construction-Deposit G. Erickson & Sons Construction-Final Payment Monthly Total 17,606.64 3,660.00 12,437.00 18,342.61 52,046.25 120.00 84.00 66.00 66.00 12/91 12/94 6/96 6/96 146.72 43.57 193.23 300.51 684.03 146.72 43.57 193.23 300.51 684.03 146 43 193 300 684 Life Date of Service January February Mar

June Leasehold Improvements Wiring - JVC 146.72 Build Out for MeesPierson 43.57 G. Erickson & Sons Construction-Deposit 193.23 G. Erickson & Sons Construction-Final Payment 300.51 Monthly Total 684.03

July

August

September

October

November

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

146.72 43.57 193.23 300.51 684.03

SMH/Deprec98/Leasehold/6/11/98

IS Computer Equipment Depreciation - 1998 100-5101 Depreciation Exp. Computers 100-1516 Accum. Deprec. Computers IS
Original Cost IS Computer Equipment Micro Computer Industries Micro Computer Industries (TAX) JVC- Exabyte ext 4200C 2-4GB JVC- 3COM Etherlink-Card Server Cartel System CPU Fan, Motherboard Cartel System Motherboard Qty 5 JVC Kalpana EPS Ether SW Sport Cartel Sys. 486 DX2-66 Comp. Intersolv Conversion DB Tool Kit Cartel System Dell Direct CUS-HD Qty 1 Surestore 2000E 2GB Tape Dr.SN#P MovinColl Portable AC Unit Peripheral Ultra 2 Model 300 Series Peripheral Tape Drive, Monitor Cleo 3780 Plus Interface w/Sync Cabl Ethernet Switch Sun 9gb Disk Drive Cisco 2516 Router 4 Baystack 350T StandAlone/Rackm Monthly Total 42,634.00 2,558.04 1,253.00 1,854.27 10,176.00 10,176.00 2,336.24 10,176.00 5,678.26 4,070.40 821.50 1,114.70 2,326.70 22,967.38 4,784.84 2,114.70 3,402.50 2,141.13 2,149.50 6,955.45 141,690.61 5 5 3 3 5 5 5 5 5 5 5 3 3 5 5 3 3 3 3 3 06/94 07/94 12/94 12/94 1/95 2/95 7/95 3/95 6/95 10/95 10/95 2/97 11/97 1/98 1/98 2/98 3/98 4/98 4/98 4/98 710.57 42.63 710.57 42.63 710 42 Life Date of Service January February Mar

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.59

169 169 38 169 94 67 13 30 63 382 79 58

1,572.01

2,033.78

2,093

June IS Computer Equipment Micro Computer Industries Micro Computer Industries (TAX) JVC- Exabyte ext 4200C 2-4GB JVC- 3COM Etherlink-Card Server Cartel System CPU Fan, Motherboard Cartel System Motherboard Qty 5 JVC Kalpana EPS Ether SW Sport Cartel Sys. 486 DX2-66 Comp. 710.57 42.63

July

August

September

October

November

710.57 42.63

710.57 42.63

710.57 42.63

710.57 42.63

710.57 42.63

169.60 169.60 38.93 169.60

169.60 169.60 38.93 169.60

169.60 169.60 38.93 169.60

169.60 169.60 38.93 169.60

169.60 169.60 38.93 169.60

169.60 169.60 38.93 169.60

IS Computer Equipment Depreciation - 1998 100-5101 Depreciation Exp. Computers 100-1516 Accum. Deprec. Computers IS
Original Cost IS Computer Equipment Micro Computer Industries Micro Computer Industries (TAX) JVC- Exabyte ext 4200C 2-4GB JVC- 3COM Etherlink-Card Server Cartel System CPU Fan, Motherboard Cartel System Motherboard Qty 5 JVC Kalpana EPS Ether SW Sport Cartel Sys. 486 DX2-66 Comp. Intersolv Conversion DB Tool Kit Cartel System Dell Direct CUS-HD Qty 1 Surestore 2000E 2GB Tape Dr.SN#P MovinColl Portable AC Unit Peripheral Ultra 2 Model 300 Series Peripheral Tape Drive, Monitor Cleo 3780 Plus Interface w/Sync Cabl Ethernet Switch Sun 9gb Disk Drive Cisco 2516 Router 4 Baystack 350T StandAlone/Rackm Monthly Total 42,634.00 2,558.04 1,253.00 1,854.27 10,176.00 10,176.00 2,336.24 10,176.00 5,678.26 4,070.40 821.50 1,114.70 2,326.70 22,967.38 4,784.84 2,114.70 3,402.50 2,141.13 2,149.50 6,955.45 141,690.61 5 5 3 3 5 5 5 5 5 5 5 3 3 5 5 3 3 3 3 3 06/94 07/94 12/94 12/94 1/95 2/95 7/95 3/95 6/95 10/95 10/95 2/97 11/97 1/98 1/98 2/98 3/98 4/98 4/98 4/98 710.57 42.63 710.57 42.63 710 42 Life Date of Service January February Mar

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.59

169 169 38 169 94 67 13 30 63 382 79 58

1,572.01

2,033.78

2,093

June IS Computer Equipment Micro Computer Industries Micro Computer Industries (TAX) JVC- Exabyte ext 4200C 2-4GB JVC- 3COM Etherlink-Card Server Cartel System CPU Fan, Motherboard Cartel System Motherboard Qty 5 JVC Kalpana EPS Ether SW Sport Cartel Sys. 486 DX2-66 Comp. Intersolv Conversion DB Tool Kit Cartel System Dell Direct CUS-HD Qty 1 Surestore 2000E 2GB Tape Dr.SN#P MovinColl Portable AC Unit Peripheral Ultra 2 Model 300 Series Peripheral Tape Drive, Monitor Cleo 3780 Plus Interface w/Sync Cabl Ethernet Switch Sun 9gb Disk Drive Cisco 2516 Router 4 Baystack 350T StandAlone/Rackm Monthly Total 710.57 42.63

July

August

September

October

November

710.57 42.63

710.57 42.63

710.57 42.63

710.57 42.63

710.57 42.63

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.75 58.75 94.50 59.48 59.71 248.85 2,555.85

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.75 58.75 94.50 59.48 59.71 248.85 2,555.85

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.75 58.75 94.50 59.48 59.71 248.85 2,555.85

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.75 58.75 94.50 59.48 59.71 248.85 2,555.85

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.75 58.75 94.50 59.48 59.71 248.85 2,555.85

169.60 169.60 38.93 169.60 94.64 67.64 13.69 30.96 63.95 382.18 79.75 58.75 94.50 59.48 59.71 248.85 2,555.85

SMH/Deprec98/IS/6/11/98

Computer Equipment Depreciation - 1998 5101-100 Depreciation Exp. Computers 1515-100 Accumulated Dep. Computers
Original Cost Computer Equipment Time Stamp Machine - ATR Systems Cabinet, Lotus - JVC Intel Netport - JVC 450.50 7,164.51 1,023.96 5 5 5 09/91 12/91 01/92 Life Date of Service January February March

Computer Equipment Depreciation - 1998 5101-100 Depreciation Exp. Computers 1515-100 Accumulated Dep. Computers
Original Cost Computer Equipment Time Stamp Machine - ATR Systems Cabinet, Lotus - JVC Intel Netport - JVC Intel Netport - JVC Companion Switches, boxes for comp. Monitor - JVC Ethernet Interface, Hardware for printer - JVC MicroAge of Exton Harvard Graphics Upgrade JVC Physical Installation JVC New Server & Equipment Haverford Sys - NEC 27" VGA Scan Montr Tektronic Phaser Color Printer - JVC JVC-Concenter Board UCI-486DX's w/monitor @2/1900 UCI-486DX w/monitor @1/1934.50 UCI-486DX w/420 meg. @2/1450 +tax JVC- HP Laserjet 4MP @ 2139 +tax CompUSA-Laptop comptr (3yr parts) UCI-486DX w/monitor @1/1700 +tax Cartel System -Pentium Qty 3 MicroCenter Laser Jet Printer JVC Cybex PC Companion-VGA Mice, Connectors, Modems, Serial Boards JVC Networth 24 Port and 4 Patch Cable Arch Assoc. HP Laserjet 4SI JVC HP Vectra VLS JVC HP Vectra VL JVC HP Vectra VL3, Pentium 60 JVC HP Vectra VL3, Pentium 90 Dell Direct Sales L.P. Hard Drive JVC HP Vectra VL4 P120 16 Megs JVC HP P/133, 16 Megs Qty 2 JVC HP Laserjet Printer MicroCenter US Fax Modem MicroCenter JVC Tech Minitowers and Adapters Printer for Trading Amer. Exp. Gateway 2000 Winbook Corp. MicroCenter Laser Jet printer Gateway GDBPPRO200PIA-3 Computers Gateway GDBPPRO200PIA-5 Computers Gateway GDPPPRO200PIA-2 Computers Micro Ctr-Memory additions JVC-LAN Tape Backup Drive-SS# P01360 SSI-Phaser 350 Color Printer, 24mb, 600x3 450.50 7,164.51 1,023.96 624.27 1,752.00 583.50 560.31 1,120.00 5,892.06 3,164.10 10,600.00 1,814.67 4,028.00 1,934.50 3,074.00 2,311.75 3,497.95 1,602.00 8,199.10 3,782.08 1,583.51 744.68 1,791.40 3,683.50 2,660.60 2,416.80 5,676.63 3,340.96 781.96 3,332.34 6,797.14 2,648.64 639.84 5,063.52 18,519.90 1,852.88 17,137.20 5,260.94 886.00 10,101.00 15,885.00 7,522.00 1,398.56 1,405.67 5,367.00 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 3 3 3 3 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 5 09/91 12/91 01/92 02/92 03/92 4/92 06/92 03/93 09/93 01/94 05/94 06/94 06/94 06/94 10/94 10/94 10/94 10/94 6/95 7/95 6/95 7/95 7/95 8/95 11/95 12/95 12/95 12/95 1/96 396 3/96 4/96 4/96 4/96 5/96 5/96 11/96 12/96 12/96 1/97 2/97 2/97 3/97 3/97 3/97 16.67 98.21 52.74 176.67 30.24 67.13 32.24 16.67 98.21 52.74 176.67 30.24 67.13 32.24 16.6 98.2 52.7 176.6 30.2 67.1 32.2 Life Date of Service January February March

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

136.6 63.0 26.3 12.4 29.8 61.3 44.3 40.2 94.6 55.6 4.7 55.5 113.2 47.4 10.6 84.3 325.3 216.1 285.6 67.6 14.7 168.3 264.7 125.3 23.3 23.4 69.7

June Computer Equipment Time Stamp Machine - ATR Systems Cabinet, Lotus - JVC Intel Netport - JVC Intel Netport - JVC Companion Switches, boxes for comp. Monitor - JVC Ethernet Interface, Hardware for printer - JVC MicroAge of Exton Harvard Graphics Upgrade JVC Physical Installation JVC New Server & Equipment

July

August

September

October

November

98.21

98.21

98.21

98.21

Haverford Sys - NEC 27" VGA Scan Montr Tektronic Phaser Color Printer - JVC JVC-Concenter Board UCI-486DX's w/monitor @2/1900 UCI-486DX w/monitor @1/1934.50 UCI-486DX w/420 meg. @2/1450 +tax JVC- HP Laserjet 4MP @ 2139 +tax CompUSA-Laptop comptr (3yr parts) UCI-486DX w/monitor @1/1700 +tax Cartel System -Pentium Qty 3 MicroCenter Laser Jet Printer JVC Cybex PC Companion-VGA Mice, Connectors, Modems, Serial Boards JVC Networth 24 Port and 4 Patch Cable Arch Assoc. HP Laserjet 4SI JVC HP Vectra VLS JVC HP Vectra VL JVC HP Vectra VL3, Pentium 60 JVC HP Vectra VL3, Pentium 90 Dell Direct Sales L.P. Hard Drive JVC HP Vectra VL4 P120 16 Megs JVC HP P/133, 16 Megs Qty 2 JVC HP Laserjet Printer MicroCenter US Fax Modem MicroCenter JVC Tech Minitowers and Adapters Printer for Trading Amer. Exp. Gateway 2000 Winbook Corp. MicroCenter Laser Jet printer Gateway GDBPPRO200PIA-3 Computers Gateway GDBPPRO200PIA-5 Computers Gateway GDPPPRO200PIA-2 Computers Micro Ctr-Memory additions JVC-LAN Tape Backup Drive-SS# P01360 SSI-Phaser 350 Color Printer, 24mb, 600x3

52.74 176.67 30.24 67.13 32.24

52.74 176.67 30.24 67.13 32.24

52.74 176.67 30.24 67.13 32.24

52.74 176.67 30.24 67.13 32.24

52.74 176.67 30.24 67.13 32.24

52.74 176.67 30.24 67.13 32.24

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

136.65 63.03 26.39 12.41 29.86 61.39 44.34 40.28 94.61 55.68 4.70 55.54 113.29 47.48 10.66 84.39 325.33 216.16 285.62 67.68 14.77 168.35 264.75 125.37 23.31 23.43 69.78

SMH/Deprec98/Comp Equip/6/11/98

Computer Equipment Depreciation - 1998 5101-100 Depreciation Exp. Computers 1515-100 Accumulated Dep. Computers
Original Cost Computer Equipment Networking Plus-Bay Networks Gateway 3 Computers-T. Brown SN 00068 Networking Plus-Computer Room Cable In Peak Comp Svcs - P166 Barebones Sys/18 American Communications ACS-Telephone System RCI, Inc.-Telephone System American Communications-Telephone Syst ITS Mailing System ITS Mailing Systems Peak Comp Svcs - P168 Barebones, 32Mg ACS-Telephone System Networking Plus-Phone System Fax Svc Peak Comp Svcs - P166 Barebones Sys/18 Networking Plus-HP Vectra P166, 128MB Thacher: Winbook S/E #3346707631 JVC-Compaq Proliant 2500 6/200 512 IS/N Amex-Computer Projector Staples-HP Laser Jet5se Printer ACS-Telephone System Gateway 2 GP6-300 Systems Gateway GP6-300 Systems Vircom HP Laserjet 4000N S/N #USEF069 GP6-333 System 2 GP6-333 Systems 3 GP6-333 Systems 2 Solo 5100 Best Buy Laptops 4,221.00 10,077.00 1,000.00 1,124.66 8,000.00 24,035.00 14,052.00 41,696.38 2,722.60 2,704.60 1,418.28 16,000.00 4,183.05 905.24 3,166.96 4,416.99 10,095.18 3,174.70 1,113.00 4,000.00 6,794.00 3,307.00 1,720.38 3,688.00 5,926.00 9,411.00 7,648.00 5 5 5 5 5 5 5 5 5 5 5 5 5 3 5 5 5 3 3 5 3 3 3 3 3 3 3 3/97 4/97 4/97 5/97 7/97 7/97 7/97 7/97 6/97 6/97 6/97 7/97 7/97 7/97 8/97 9/97 12/97 10/97 10/97 7/97 1/98 1/98 2/98 3/98 3/98 4/98 4/98 70.35 167.95 16.67 16.74 153.00 435.00 234.20 691.38 45.38 45.08 23.64 70.00 70.75 24.99 52.78 73.60 168.43 94.70 28.00 70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.47 188.80 91.90 70. 167. 16. 16. 133. 400. 234. 695. 45. 45. 23. 270. 69. 25. 52. 73. 168. 89. 31. 66. 188. 91. 47. Life Date of Service January February Mar

Computer Equipment Depreciation - 1998 5101-100 Depreciation Exp. Computers 1515-100 Accumulated Dep. Computers
Original Cost Computer Equipment Networking Plus-Bay Networks Gateway 3 Computers-T. Brown SN 00068 Networking Plus-Computer Room Cable In Peak Comp Svcs - P166 Barebones Sys/18 American Communications ACS-Telephone System RCI, Inc.-Telephone System American Communications-Telephone Syst ITS Mailing System ITS Mailing Systems Peak Comp Svcs - P168 Barebones, 32Mg ACS-Telephone System Networking Plus-Phone System Fax Svc Peak Comp Svcs - P166 Barebones Sys/18 Networking Plus-HP Vectra P166, 128MB Thacher: Winbook S/E #3346707631 JVC-Compaq Proliant 2500 6/200 512 IS/N Amex-Computer Projector Staples-HP Laser Jet5se Printer ACS-Telephone System Gateway 2 GP6-300 Systems Gateway GP6-300 Systems Vircom HP Laserjet 4000N S/N #USEF069 GP6-333 System 2 GP6-333 Systems 3 GP6-333 Systems 2 Solo 5100 Best Buy Laptops GP6-333 System Monthly Total 4,221.00 10,077.00 1,000.00 1,124.66 8,000.00 24,035.00 14,052.00 41,696.38 2,722.60 2,704.60 1,418.28 16,000.00 4,183.05 905.24 3,166.96 4,416.99 10,095.18 3,174.70 1,113.00 4,000.00 6,794.00 3,307.00 1,720.38 3,688.00 5,926.00 9,411.00 7,648.00 3,399.00 390,598.05 5 5 5 5 5 5 5 5 5 5 5 5 5 3 5 5 5 3 3 5 3 3 3 3 3 3 3 3 3/97 4/97 4/97 5/97 7/97 7/97 7/97 7/97 6/97 6/97 6/97 7/97 7/97 7/97 8/97 9/97 12/97 10/97 10/97 7/97 1/98 1/98 2/98 3/98 3/98 4/98 4/98 4/98 70.35 167.95 16.67 16.74 153.00 435.00 234.20 691.38 45.38 45.08 23.64 70.00 70.75 24.99 52.78 73.60 168.43 94.70 28.00 70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.47 188.80 91.90 70. 167. 16. 16. 133. 400. 234. 695. 45. 45. 23. 270. 69. 25. 52. 73. 168. 89. 31. 66. 188. 91. 47. Life Date of Service January February Mar

5,465.79

5,956.69

6,004.

June Computer Equipment Networking Plus-Bay Networks Gateway 3 Computers-T. Brown SN 00068 Networking Plus-Computer Room Cable In Peak Comp Svcs - P166 Barebones Sys/18 American Communications ACS-Telephone System RCI, Inc.-Telephone System American Communications-Telephone Syst ITS Mailing System ITS Mailing Systems Peak Comp Svcs - P168 Barebones, 32Mg ACS-Telephone System Networking Plus-Phone System Fax Svc Peak Comp Svcs - P166 Barebones Sys/18 Networking Plus-HP Vectra P166, 128MB Thacher: Winbook S/E #3346707631 JVC-Compaq Proliant 2500 6/200 512 IS/N Amex-Computer Projector Staples-HP Laser Jet5se Printer ACS-Telephone System Gateway 2 GP6-300 Systems Gateway GP6-300 Systems Vircom HP Laserjet 4000N S/N #USEF069 GP6-333 System 2 GP6-333 Systems 3 GP6-333 Systems 2 Solo 5100 Best Buy Laptops GP6-333 System Monthly Total 70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.67 188.72 91.86 47.80 102.45 164.60 261.41 212.44 94.42 6,621.52

July

August

September

October

November

70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.67 188.72 91.86 47.80 102.45 164.60 261.41 212.44 94.42 6,621.52

70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.67 188.72 91.86 47.80 102.45 164.60 261.41 212.44 94.42 6,621.52

70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.67 188.72 91.86 47.80 102.45 164.60 261.41 212.44 94.42 6,621.52

70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.67 188.72 91.86 47.80 102.45 164.60 261.41 212.44 94.42 6,723.31

70.35 167.95 16.67 16.74 133.00 400.00 234.20 695.00 45.38 45.08 23.64 270.00 69.70 25.15 52.78 73.60 168.43 89.00 31.00 66.67 188.72 91.86 47.80 102.45 164.60 261.41 212.44 94.42 6,723.31

SMH/Deprec98/Comp Equip/6/11/98

Furniture/Fixture Depreciation 1998 1505-100 Accumulated Depreciation Furniture/Fixtures 5100-100 Depreciation Expense Furniture/Fixtures
Original Cost Furn/Fixtures Refrigerator, White -SILO Monroe bond tradrs (4) Binding machine-GBC Duplifax Fax Machine Oriental rugs - DENA Int'l Wood Superior Hurlbutt J. Rothard Hurlbutt Adelphia-Door sign WSI Wood Finish Kerschner - Chairs WSI Keyboard/Credenza Hall runner-DENA Int'l J. Rothbard Additional expense to orig invoice #156 Hurlbutt 2 braided pillows, WTB American Express TV/VCR Mahogoney Conference room chairs Rolltop Desks (file retrieval) Rosewood Conference Room Table Wood Superior Recept credenza (1/1860) FI printing unit (1/825) Wood Superior Shelves-Lunch, Mrkt, Comp 9 mahog keybds, 9 cherry keybds Hurlbutt 23 board rm chairs reupholstered extra material J. Rothbard trdg box file (2/297.50) trdg box file (2/314) trdg keybd drawer (2/149) extra lat file (1/287) J. Rothbard client chairs (6/445) Comp. Stools (2/298) Wood Superior Repair 7 rolltops Wood Superior Additional Projects Refininshing by Vincent 9 rolltops refinished Malson Jacques recept desk supplies Refininshing by Vincent 2 desks repaired, finished 634.78 5,072.10 1,373.61 4,448.70 18,000.00 32,268.20 6,674.40 107,774.56 3,305.08 1,662.86 259.70 3,222.84 243.80 2,968.00 256.61 48.00 1,420.34 12,164.00 34,200.00 2,542.00 2,986.10 5 5 5 5 10 10 10 10 10 10 10 10 10 10 10 10 10 7 7 7 10 03/91 04/91 04/91 04/91 09/97 10/91 10/91 10/91 11/91 11/91 12/91 12/91 12/91 12/91 01/92 01/92 01/92 02/92 02/92 02/92 02/92 150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68 150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68 150.0 268.9 55.6 1,564.7 27.5 13.8 2.1 26.6 2.0 24.7 2.9 0.4 11.6 145.0 407.1 30.2 24.6 Life Date of Service January February Marc

4,881.66

10

02/92

40.68

40.68

40.6

2,144.59

10

02/92

17.87

17.87

17.8

2,116.60

10

02/92

17.66

17.66

17.6

3,558.82

10

03/92

29.66

29.66

29.6

1,047.00 3,494.02 1,050.00 541.00 1,000.00

10 10 10 5 10

03/92 03/92 03/92 04/92 04/92

8.73 28.14 9.75

8.73 29.14 9.75

8.7 29.1 9.7

8.33

8.33

8.3

June Furn/Fixtures Refrigerator, White -SILO Monroe bond tradrs (4) Binding machine-GBC Duplifax Fax Machine Oriental rugs - DENA Int'l Wood Superior Hurlbutt J. Rothard Hurlbutt 150.00 268.90 55.62 1,564.79 27.54

July

August

September

October

November

150.00 268.90 55.62 1,564.79 27.54

150.00 268.90 55.62 1,564.79 27.54

150.00 268.90 55.62 1,564.79 27.54

150.00 268.90 55.62 1,564.79 27.54

150.00 268.90 55.62 1,564.79 27.54

Furniture/Fixture Depreciation 1998 1505-100 Accumulated Depreciation Furniture/Fixtures 5100-100 Depreciation Expense Furniture/Fixtures
Original Cost Furn/Fixtures Refrigerator, White -SILO Monroe bond tradrs (4) Binding machine-GBC Duplifax Fax Machine Oriental rugs - DENA Int'l Wood Superior Hurlbutt J. Rothard Hurlbutt Adelphia-Door sign WSI Wood Finish Kerschner - Chairs WSI Keyboard/Credenza Hall runner-DENA Int'l J. Rothbard Additional expense to orig invoice #156 Hurlbutt 2 braided pillows, WTB American Express TV/VCR Mahogoney Conference room chairs Rolltop Desks (file retrieval) Rosewood Conference Room Table Wood Superior Recept credenza (1/1860) FI printing unit (1/825) Wood Superior Shelves-Lunch, Mrkt, Comp 9 mahog keybds, 9 cherry keybds Hurlbutt 23 board rm chairs reupholstered extra material J. Rothbard trdg box file (2/297.50) trdg box file (2/314) trdg keybd drawer (2/149) extra lat file (1/287) J. Rothbard client chairs (6/445) Comp. Stools (2/298) Wood Superior Repair 7 rolltops Wood Superior Additional Projects Refininshing by Vincent 9 rolltops refinished Malson Jacques recept desk supplies Refininshing by Vincent 2 desks repaired, finished 634.78 5,072.10 1,373.61 4,448.70 18,000.00 32,268.20 6,674.40 107,774.56 3,305.08 1,662.86 259.70 3,222.84 243.80 2,968.00 256.61 48.00 1,420.34 12,164.00 34,200.00 2,542.00 2,986.10 5 5 5 5 10 10 10 10 10 10 10 10 10 10 10 10 10 7 7 7 10 03/91 04/91 04/91 04/91 09/97 10/91 10/91 10/91 11/91 11/91 12/91 12/91 12/91 12/91 01/92 01/92 01/92 02/92 02/92 02/92 02/92 150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68 150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68 150.0 268.9 55.6 1,564.7 27.5 13.8 2.1 26.6 2.0 24.7 2.9 0.4 11.6 145.0 407.1 30.2 24.6 Life Date of Service January February Marc

4,881.66

10

02/92

40.68

40.68

40.6

2,144.59

10

02/92

17.87

17.87

17.8

2,116.60

10

02/92

17.66

17.66

17.6

3,558.82

10

03/92

29.66

29.66

29.6

1,047.00 3,494.02 1,050.00 541.00 1,000.00

10 10 10 5 10

03/92 03/92 03/92 04/92 04/92

8.73 28.14 9.75

8.73 29.14 9.75

8.7 29.1 9.7

8.33

8.33

8.3

June Furn/Fixtures Refrigerator, White -SILO Monroe bond tradrs (4) Binding machine-GBC Duplifax Fax Machine Oriental rugs - DENA Int'l Wood Superior Hurlbutt J. Rothard Hurlbutt Adelphia-Door sign WSI Wood Finish Kerschner - Chairs WSI Keyboard/Credenza 150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03

July

August

September

October

November

150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03

150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03

150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03

150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03

150.00 268.90 55.62 1,564.79 27.54 13.86 2.16 26.65 2.03

WSI Keyboard/Credenza Hall runner-DENA Int'l J. Rothbard Additional expense to orig invoice #156 Hurlbutt 2 braided pillows, WTB American Express TV/VCR Mahogoney Conference room chairs Rolltop Desks (File retrieval) Rosewood Conference Room Table Wood Superior Recept credenza (1/1860) FI printing unit (1/825) Wood Superior Shelves-Lunch, Mrkt, Comp 9 mahog keybds, 9 cherry keybds Hurlbutt 23 board rm chairs reupholstered extra material J. Rothbard trdg box file (2/297.50) trdg box file (2/314) trdg keybd drawer (2/149) extra lat file (1/287) J. Rothbard client chairs (6/445) Comp. Stools (2/298) Wood Superior Repair 7 rolltops Wood Superior Additional Projects Refininshing by Vincent 9 rolltops refinished Malson Jacques recept desk supplies Refininshing by Vincent 2 desks repaired, finished

2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68

2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68

2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68

2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68

2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68

2.03 24.73 2.97 0.40 11.64 145.05 407.14 30.26 24.68

40.68

40.68

40.68

40.68

40.68

40.68

17.87

17.87

17.87

17.87

17.87

17.87

17.66

17.66

17.66

17.66

17.66

17.66

29.66

29.66

29.66

29.66

29.66

29.66

8.73 29.14 9.75

8.73 29.14 9.75

8.73 29.14 9.75

8.73 29.14 9.75

8.73 29.14 9.75

8.73 29.14 9.75

8.33

8.33

8.33

8.33

8.33

8.33

SMH/Deprec98/Furn-Fix/6/11/98

Furniture/Fixture Depreciation 1998 1505-100 Accumulated Depreciation Furniture/Fixtures 5100-100 Depreciation Expense Furniture/Fixtures
Original Cost Furn/Fixtures Refininshing by Vincent repair, pick up & delivery J. Rothbard MIS workstations acoust panel (4x337.58), connector (2x76.13) shelving unit (1x746.2) deliery & installation (450) Sofa/side table, J. McElroy Xtec-Ricoh FT6750 copier Wood Superior Credenza 72lg 20dp 30hi J. Rothbard Console PJM Roundtable PJM Walnut desk MAT Bookcase MAT J. Rothbard Desk Extension Mrkting J. Rothbard High-boy Bookcase-Mktg Wood Superior Counter top w/cherry trim-Mktg J. Rothbard Open Bookcase, Mahogany-P. Acctg J. Rothbard Furniture-Marketing 600.00 3,257.11 10 10 04/92 04/92 5.00 27.14 27.14 27.1 Life Date of Service January February Marc

730.34 17,770.90 1,612.00

10 5 5

05/92 05/92 07/92

6.09

6.09

6.0

1,147.04 459.03 1,492.65 1,606.30 1,217.16 2,270.54 903.30 1,608.30 6,342.15

5 5 5 5 5 10 5 10 5

08/92 08/92 08/92 08/92 02/93 03/93 04/93 04/93 12/94 20.29 18.92 15.06 15.07 105.70 18.92 15.06 15.07 105.70 18.9 15.0 15.0 105.7

Furniture/Fixture Depreciation 1998 1505-100 Accumulated Depreciation Furniture/Fixtures 5100-100 Depreciation Expense Furniture/Fixtures
Original Cost Furn/Fixtures Refininshing by Vincent repair, pick up & delivery J. Rothbard MIS workstations acoust panel (4x337.58), connector (2x76.13) shelving unit (1x746.2) deliery & installation (450) Sofa/side table, J. McElroy Xtec-Ricoh FT6750 copier Wood Superior Credenza 72lg 20dp 30hi J. Rothbard Console PJM Roundtable PJM Walnut desk MAT Bookcase MAT J. Rothbard Desk Extension Mrkting J. Rothbard High-boy Bookcase-Mktg Wood Superior Counter top w/cherry trim-Mktg J. Rothbard Open Bookcase, Mahogany-P. Acctg J. Rothbard Furniture-Marketing Furniture-MIS Furniture-Equity Joseph Rothbard Shelving Xerox Room Joseph Rothbard C. Erickson Marketing countertop J. Rothbard-Bookcases Wrightline-Racks in Computer Room Carl's Upholster Tan Shelving and Back Braces J. Rothbard 5 chairs J. Rothbard Bookcases/Lateral Files Conference Rm Table & 8 Chairs Total 600.00 3,257.11 10 10 04/92 04/92 5.00 27.14 27.14 27.1 Life Date of Service January February Marc

730.34 17,770.90 1,612.00

10 5 5

05/92 05/92 07/92

6.09

6.09

6.0

1,147.04 459.03 1,492.65 1,606.30 1,217.16 2,270.54 903.30 1,608.30 6,342.15 18,694.10 315.60 2,048.41 11,490.73 1,125.00 5,682.98 6,213.29 1,826.60 1,887.17 2,447.30 6,465.48 1,700.00 442,799.75

5 5 5 5 5 10 5 10 5 5 5 5 5 5 5 5 5 5 5 5 3

08/92 08/92 08/92 08/92 02/93 03/93 04/93 04/93 12/94 12/94 12/94 5/96 6/96 9/96 10/96 3/97 6/97 5/95 6/96 11/97 3/98 20.29 18.92 15.06 15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 18.92 15.06 15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 18.9 15.0 15.0 105.7 311.5 5.2 34.1 191.5 18.7 94.7 103.5 30.4 31.4 40.7 107.7

4,103.09

4,082.81

4,082.8

June Furn/Fixtures Refininshing by Vincent repair, pick up & delivery J. Rothbard MIS workstations acoust panel (4x337.58), connector (2x76.13) shelving unit (1x746.2) deliery & installation (450) Sofa/side table, J. McElroy Xtec-Ricoh FT6750 copier Wood Superior Credenza 72lg 20dp 30hi J. Rothbard Console PJM Roundtable PJM Walnut desk MAT Bookcase MAT J. Rothbard Desk Extension Mrkting J. Rothbard High-boy Bookcase-Mktg Wood Superior Counter top w/cherry trim-Mktg J. Rothbard Open Bookcase, Mahogany-P. Acctg

July

August

September

October

November

27.14

27.14

27.14

27.14

27.14

27.14

6.09

6.09

6.09

6.09

6.09

6.09

18.92

18.92

18.92

18.92

18.92

18.92

15.07

15.07

15.07

15.07

15.07

15.07

Open Bookcase, Mahogany-P. Acctg J. Rothbard Furniture-Marketing Furniture-MIS Furniture-Equity Joseph Rothbard Shelving Xerox Room Joseph Rothbard C. Erickson Marketing countertop J. Rothbard-Bookcases Wrightline-Racks in Computer Room Carl's Upholster Tan Shelving and Back Braces J. Rothbard 5 chairs J. Rothbard Bookcases/Lateral Files Conference Rm Table & 8 Chairs Total

15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 47.22 4,114.97

15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 47.22 4,114.97

15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 47.22 4,114.97

15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 47.22 4,114.97

15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 47.22 4,114.97

15.07 105.70 311.57 5.26 34.14 191.51 18.75 94.72 103.55 30.48 31.46 40.79 107.75 47.22 4,114.97

SMH/Deprec98/Furn-Fix/6/11/98

Computer Equipment Depreciation - Wrap 1998 200-1515 Accum. Dep. Computers Wrap 200-5101 Depreciation Exp. Computers Wrap
Original Cost Computer Equipment-Wrap JVC-HP Laserjet IV Computer City Desk Jet 660C J & R Sound Computer (B. Cla Dell Direct Sales Winbook computer Corp. Winbook FX P150-SN#JT158 Peak Comp Svcs-P166 Bare Peak Comp Svcs-P166 Bare Winbook computer Corp. Gateway-3 GP6 300 Systems Staples/NSSS999-12936 69007 Gateway-GP6 300 System Gateway-GP6 300 System Gateway-GP6 300 Dual Prem/ Monthly Total Furniture/Fixtures Wrap-1997 200-5100 Deprec. Exp. F/F Wrap 200-1505 Accum Dep F/F Wrap Lamination Machine-Advance Wood Superior-Wrap Tradin J. Rothbard 12 Files 3 Chairs J. Rothbard Lateral File Monthly Total Computer Software-Wrap 200-5101 200-1517 The McGrell Group The McGrell Group-Hrs Progr The McGrell Group-US Robot Month Total 11,720.00 12,060.15 1,957.29 25,737.44 3 3 3 11/96 3/97 4/97 325.56 307.23 54.37 687.16 325.56 307.23 54.37 687.16 325.5 307.2 54.3 687.1 3,633.68 8,128.00 7,746.48 1,030.32 1,996.83 22,535.31 3 3 3 3 3 04/94 12/94 12/94 12/94 11/97 5,009.80 349.11 4,818.36 13,450.34 4,860.94 5,409.99 863.00 733.52 4,911.99 10,914.00 5,953.74 3,397.00 3,307.00 5,341.00 69,319.79 Life 5 5 5 5 5 5 5 5 3 3 3 3 3 3 Date of Service 1/97 9/95 10/95 1/95 12/96 1/97 5/97 6/97 7/97 10/97 11/97 1/98 1/98 4/98 January 83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 164.70 February 83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 1,212.67 164.70 94.40 91.90 Marc 83.5 5.8 80.3 224.1 81.0 90.1 14.3 12.2 136.5 303.0 164.7 94.3 91.8

892.79

2,291.76

1,382.0

32.13 32.13

56.85 56.85

56.8 56.8

June Computer Equipment-Wrap JVC-HP Laserjet IV Computer City Desk Jet 660C J & R Sound Computer (B. Cla 83.50 5.81 80.31

July

August

September

October

November

83.50 5.81 80.31

83.50 5.81 80.31

83.50 5.81 80.31

83.50 5.81 80.31

83.50 5.81 80.31

Computer Equipment Depreciation - Wrap 1998 200-1515 Accum. Dep. Computers Wrap 200-5101 Depreciation Exp. Computers Wrap
Original Cost Computer Equipment-Wrap JVC-HP Laserjet IV Computer City Desk Jet 660C J & R Sound Computer (B. Cla Dell Direct Sales Winbook computer Corp. Winbook FX P150-SN#JT158 Peak Comp Svcs-P166 Bare Peak Comp Svcs-P166 Bare Winbook computer Corp. Gateway-3 GP6 300 Systems Staples/NSSS999-12936 69007 Gateway-GP6 300 System Gateway-GP6 300 System Gateway-GP6 300 Dual Prem/ Monthly Total Furniture/Fixtures Wrap-1997 200-5100 Deprec. Exp. F/F Wrap 200-1505 Accum Dep F/F Wrap Lamination Machine-Advance Wood Superior-Wrap Tradin J. Rothbard 12 Files 3 Chairs J. Rothbard Lateral File Monthly Total Computer Software-Wrap 200-5101 200-1517 The McGrell Group The McGrell Group-Hrs Progr The McGrell Group-US Robot Month Total 11,720.00 12,060.15 1,957.29 25,737.44 3 3 3 11/96 3/97 4/97 325.56 307.23 54.37 687.16 325.56 307.23 54.37 687.16 325.5 307.2 54.3 687.1 3,633.68 8,128.00 7,746.48 1,030.32 1,996.83 22,535.31 3 3 3 3 3 04/94 12/94 12/94 12/94 11/97 5,009.80 349.11 4,818.36 13,450.34 4,860.94 5,409.99 863.00 733.52 4,911.99 10,914.00 5,953.74 3,397.00 3,307.00 5,341.00 69,319.79 Life 5 5 5 5 5 5 5 5 3 3 3 3 3 3 Date of Service 1/97 9/95 10/95 1/95 12/96 1/97 5/97 6/97 7/97 10/97 11/97 1/98 1/98 4/98 January 83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 164.70 February 83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 1,212.67 164.70 94.40 91.90 Marc 83.5 5.8 80.3 224.1 81.0 90.1 14.3 12.2 136.5 303.0 164.7 94.3 91.8

892.79

2,291.76

1,382.0

32.13 32.13

56.85 56.85

56.8 56.8

June Computer Equipment-Wrap JVC-HP Laserjet IV Computer City Desk Jet 660C J & R Sound Computer (B. Cla Dell Direct Sales Winbook Computer Corp. Winbook FX P150-SN#JT158 Peak Comp Svcs-P166 Bare Peak Comp Svcs-P166 Bare Winbook Computer Corp. Gateway-3 GP6 300 Systems Staples/NSSS999-12936 69007 Gateway-GP6 300 System Gateway-GP6 300 System Gateway-GP6 300 Dual Prem/ Monthly Total Furniture/Fixtures Wrap-1997 200-5100 Deprec. Exp. F/F Wrap 200-1505 Accum Dep F/F Wrap Lamination Machine-Advance Wood Superior-Wrap Tradin J. Rothbard 12 Files 3 Chairs J. Rothbard Lateral File 83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 303.17 164.70 94.36 91.86 148.36 1,530.54

July

August

September

October

November

83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 303.17 164.70 94.36 91.86 148.36 1,530.54

83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 303.17 164.70 94.36 91.86 148.36 1,530.54

83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 303.17 164.70 94.36 91.86 148.36 1,530.54

83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 303.17 164.70 94.36 91.86 148.36 1,530.54

83.50 5.81 80.31 224.17 81.02 90.17 14.38 12.23 136.50 303.17 164.70 94.36 91.86 148.36 1,530.54

56.84

56.84

56.84

56.84

56.84

56.84

J. Rothbard Lateral File Monthly Total Computer Software-Wrap 200-5101 200-1517 The McGrell Group The McGrell Group-Hrs Progr The McGrell Group-US Robot Month Total

56.84 56.84

56.84 56.84

56.84 56.84

56.84 56.84

56.84 56.84

56.84 56.84

325.56 307.23 54.37 687.16

325.56 307.23 54.37 687.16

325.56 307.23 54.37 687.16

325.56 307.23 54.37 687.16

325.56 307.23 54.37 687.16

325.56 307.23 54.37 687.16

SMH/Deprec98/WRAP/6/11/98

Schedule of Contracts - Annual Obligation more than $12,000 Compustat Autex Baseline Bloomberg Computer Direction Advisors Dow Jones First Call ILX Plexus IBES Northfield Research Direct Telerate Capital Mgmt Science ADP -Proxy edge Global Investment Manager BBN Corp Boothby Informix Independence Blue Cross US Healthcare Educators Mutual Life Trans-General Life Ins Security APL Ricoh Radnor Center Assoc

1838 INVESTMENT ADVISORS L.P. The following policies are handled through our Broker:
Thomas Inglesby Kistler Tiffany Companies 500 E. Swedesford Road Suite 300 Wayne, PA 19087-1697 (610 971-2800 Independence Blue Cross/Blue Shield Personal Choice Plan 1901 Market Street Policy No. A29133D

Schedule of Contracts - Annual Obligation more than $12,000 Compustat Autex Baseline Bloomberg Computer Direction Advisors Dow Jones First Call ILX Plexus IBES Northfield Research Direct Telerate Capital Mgmt Science ADP -Proxy edge Global Investment Manager BBN Corp Boothby Informix Independence Blue Cross US Healthcare Educators Mutual Life Trans-General Life Ins Security APL Ricoh Radnor Center Assoc

1838 INVESTMENT ADVISORS L.P. The following policies are handled through our Broker:
Thomas Inglesby Kistler Tiffany Companies 500 E. Swedesford Road Suite 300 Wayne, PA 19087-1697 (610 971-2800 Independence Blue Cross/Blue Shield Personal Choice Plan 1901 Market Street Philadelphia, Pa 19103-1480 (215)241-3030 (610)238-6551 Policy No. A29133D

Aetna/U.S. Healthcare 1425 Union Meeting Road Blue Bell, PA 19422 (215)283-6820

Policy No. 009231-0001

Educator Mutual Life Insurance 202 N. Prince Street P.O. Box 83149 Lancaster, Pa 17608-3149 (717)397-2751

Policy No. 5292

1838 INVESTMENT ADVISORS L.P. The following policies are handled through our Broker:
Thomas Inglesby Kistler Tiffany Companies 500 E. Swedesford Road Suite 300 Wayne, PA 19087-1697 (610 971-2800 Independence Blue Cross/Blue Shield Personal Choice Plan 1901 Market Street Philadelphia, Pa 19103-1480 (215)241-3030 (610)238-6551 Policy No. A29133D

Aetna/U.S. Healthcare 1425 Union Meeting Road Blue Bell, PA 19422 (215)283-6820

Policy No. 009231-0001

Educator Mutual Life Insurance 202 N. Prince Street P.O. Box 83149 Lancaster, Pa 17608-3149 (717)397-2751

Policy No. 5292

(This policy is for $10,000 of life insurance on each employee as well as dental insurance). TransGeneral Life Insurance Company Policy No. 906196 1 Commercial Plaza 15th Floor 280 Trumball Street Hartford, CT 06103 (203)550-6000 This policy is for balance of life insurance as well as Long Term disability.

1838 INVESTMENT ADVISORS L.P. The following policies are handled through our Broker: Michael Bove Boothby & Associates One Logan Square - 30th Floor Philadelphia, PA 19103 (215)864-7410
Investment Advisor ERISA Insurance Company: Hartford Policy: CBBLC5252 Company: Chubb Policy: 81247712-H Company: Chubb Policy: 81470586-A Company: Chubb Policy: 7022-72-61 (B) Company: Chubb Policies: Various Company: Chubb Policy: (97)761-70-99

Asset Protection Bond

ERISA Bond Insurance

Errors & Omission

Property/General Liability

Workers' Compensation

1838 INVESTMENT ADVISORS L.P. The following policies are handled through our Broker: Michael Bove Boothby & Associates One Logan Square - 30th Floor Philadelphia, PA 19103 (215)864-7410
Investment Advisor ERISA Insurance Company: Hartford Policy: CBBLC5252 Company: Chubb Policy: 81247712-H Company: Chubb Policy: 81470586-A Company: Chubb Policy: 7022-72-61 (B) Company: Chubb Policies: Various Company: Chubb Policy: (97)761-70-99

Asset Protection Bond

ERISA Bond Insurance

Errors & Omission

Property/General Liability

Workers' Compensation

PROGRAM OVERVIEW
================================================================================ Policy Effective Date Company Limit Premium ================================================================================ Invest. Advisor ERISA 3/7/97-07/20/98 Hartford $26,950,000 $16,122 -------------------------------------------------------------------------------Asset Protection Bond 7/20/97-7/20/98 Chubb $ 600,000 $ 3,050 -------------------------------------------------------------------------------Property 7/20/97-7/20/98 Chubb Various $ 5,346 -------------------------------------------------------------------------------General Liability 7/20/97-7/20/98 Chubb $ 1,000,000 Include. Above -------------------------------------------------------------------------------Non-Owned Auto 7/20/97-7/20/98 Chubb $ 1,000,000 $ 280 -------------------------------------------------------------------------------Wokers' Compensation 7/20/97-7/20/98 Chubb Statutory $ 7,917 -------------------------------------------------------------------------------Umbrella Liability 7/20/97-7/20/98 Chubb $ 5,000,000 $ 3,145 -------------------------------------------------------------------------------ERISA Bond 7/20/97-7/20/98 Chubb $ 600,000 $ 540 -------------------------------------------------------------------------------Professional Liability 9/1/97-7/20/98 Chubb $ 1,000,000 $17,146 -------------------------------------------------------------------------------Surety Bonds Oregon 10/22/97-98 Chubb $ 10,000 $ 100 South Carolina 06/17/97-09 Chubb $ 10,000 98 South Carolina 10/20/97-98 Chubb $ 50,000 $ 388 New Hampshire 08/27/97-98 Chubb $ 25,000 $ 238 Hawaii 06/16/97-98 Chubb $ 50,000 $ 500 Alaska 10/12/97-98 Chubb $ 5,000 $ 50 North Dakota 10/12/97-98 Chubb $ 25,000 $ 250 Massachusetts 01/30/97-98 Chubb $ 10,000 $ 143 Idaho 10/12/97-98 Chubb $ 25,000 $ 238 Totals $ 210,000 $ 2,105 -------------------------------------------------------------------------------Risk Management Fee 7/20/97-98 Boothby $ 7,500 -------------------------------------------------------------------------------Total cost $63,151 ================================================================================

PROGRAM OVERVIEW
================================================================================ Policy Effective Date Company Limit Premium ================================================================================ Invest. Advisor ERISA 3/7/97-07/20/98 Hartford $26,950,000 $16,122 -------------------------------------------------------------------------------Asset Protection Bond 7/20/97-7/20/98 Chubb $ 600,000 $ 3,050 -------------------------------------------------------------------------------Property 7/20/97-7/20/98 Chubb Various $ 5,346 -------------------------------------------------------------------------------General Liability 7/20/97-7/20/98 Chubb $ 1,000,000 Include. Above -------------------------------------------------------------------------------Non-Owned Auto 7/20/97-7/20/98 Chubb $ 1,000,000 $ 280 -------------------------------------------------------------------------------Wokers' Compensation 7/20/97-7/20/98 Chubb Statutory $ 7,917 -------------------------------------------------------------------------------Umbrella Liability 7/20/97-7/20/98 Chubb $ 5,000,000 $ 3,145 -------------------------------------------------------------------------------ERISA Bond 7/20/97-7/20/98 Chubb $ 600,000 $ 540 -------------------------------------------------------------------------------Professional Liability 9/1/97-7/20/98 Chubb $ 1,000,000 $17,146 -------------------------------------------------------------------------------Surety Bonds Oregon 10/22/97-98 Chubb $ 10,000 $ 100 South Carolina 06/17/97-09 Chubb $ 10,000 98 South Carolina 10/20/97-98 Chubb $ 50,000 $ 388 New Hampshire 08/27/97-98 Chubb $ 25,000 $ 238 Hawaii 06/16/97-98 Chubb $ 50,000 $ 500 Alaska 10/12/97-98 Chubb $ 5,000 $ 50 North Dakota 10/12/97-98 Chubb $ 25,000 $ 250 Massachusetts 01/30/97-98 Chubb $ 10,000 $ 143 Idaho 10/12/97-98 Chubb $ 25,000 $ 238 Totals $ 210,000 $ 2,105 -------------------------------------------------------------------------------Risk Management Fee 7/20/97-98 Boothby $ 7,500 -------------------------------------------------------------------------------Total cost $63,151 ================================================================================

BOOTHBY & ASSOCIATES

EMPLOYEE BENEFITS
Medical Insurance Dental Insurance Life Insurance Short Term Disability Long Term Disabiltiy 401 (k) Plan Profit Sharing Plan Vacation Package Personal Days Paid Holidays Sick Days Maternity Leave } } 1838 Investment Advisors L.P. Employees Savings Plan

Family and Medical Leave Act Tuition Reimbursement

EMPLOYEE BENEFITS
Medical Insurance Dental Insurance Life Insurance Short Term Disability Long Term Disabiltiy 401 (k) Plan Profit Sharing Plan Vacation Package Personal Days Paid Holidays Sick Days Maternity Leave } } 1838 Investment Advisors L.P. Employees Savings Plan

Family and Medical Leave Act Tuition Reimbursement

1838 Investment Advisors, L.P. A/R Analysis
6/27/98 ------182,250.00 8/18/98 ------51,827.06 MGR ----------Custodian

Total A/R O/S over 60 days Fred's Accounts LOA's Expired Cristol, Elise Cristol, Elise TUD Dorothy Lansing Murthra, Rita Goodridge, Moriale Griffith, Mary Hayward, Malcolm Lane, Mary Mathey, MacDonald O'Neill, Paul Thayer, anne Wood, Julia All waiting for new LOA's Jane Glick Katherine Glick Sarah Glick Peter Schwartz Total Fred Other 2nd Notices Given NY Eye & Ear 3rd Note Good Samaritan 5/12 rerouted to client; was billed to SB George Mackie ("Check is in the mail.") Baldwin School (waiting for LOA) PPD Wm. & Sheila Joiner Advest Baker, Peter Chestnut Hill Academy Dain Rauscher Kathryn Donaldson Graduate Cardrothoracic (rerouted to broker) Lewis, Maxine Miami Children's a/c's Legg Mason James Mackie (ck returned; no signature)

914.93 1,892.48 2,992.38 559.29 5,578.05 5,285.28 4,772.01 6,010.60 419.82 7,238.23 3,407.57 3,757.67 3,234.54 857.76 916.19 1,454.59 --------49,291.59 --------4,837.01 9,636.04

914.83 1,892.48

7,283.23

6/15 faxed to K. Mandelba 6/15 faxed to K. Mandelba ML ML ML ML ML DUMMY (ML) ML waiting for lo ML ML ML

857.76 916.19 ----------11,819.59 ----------4,837l.01 7,380.73

waiting for loa waiting for loa

John S 5/12 rerouted to client: - 6/18 per ICAH - ck

7,047.27 7,335.37 6,896.55 776.58 576.44 8,093.68 224.63 939.73 5,207.17 19,358.50 27,524.74 734.46 5,077.99

7,047.27

6/11 Reduced rate; mailed PJM ML 6/16 Rerouted to broker 6/6 Faxed to Dan Ragnoni SSC 6/12 Faxed to SB; per Bil 6/8 Left message; no rep BTB 6/15 Lynn Hof said cannot be JJM MZM,RLM JJM

973.05 776.58 8,093.68 224.63 939.73 2,541.98

1838 Investment Advisors, L.P. A/R Analysis
6/27/98 ------182,250.00 8/18/98 ------51,827.06 MGR ----------Custodian

Total A/R O/S over 60 days Fred's Accounts LOA's Expired Cristol, Elise Cristol, Elise TUD Dorothy Lansing Murthra, Rita Goodridge, Moriale Griffith, Mary Hayward, Malcolm Lane, Mary Mathey, MacDonald O'Neill, Paul Thayer, anne Wood, Julia All waiting for new LOA's Jane Glick Katherine Glick Sarah Glick Peter Schwartz Total Fred Other 2nd Notices Given NY Eye & Ear 3rd Note Good Samaritan 5/12 rerouted to client; was billed to SB George Mackie ("Check is in the mail.") Baldwin School (waiting for LOA) PPD Wm. & Sheila Joiner Advest Baker, Peter Chestnut Hill Academy Dain Rauscher Kathryn Donaldson Graduate Cardrothoracic (rerouted to broker) Lewis, Maxine Miami Children's a/c's Legg Mason James Mackie (ck returned; no signature) Geoffrey Mendelsohn ROBOR Aileen Roberts Ellis Schullst SB Wrap reversed closed a/c's $1,351.36 Vandergast Jeanie Chol FBO Kettering Bridgeport Radiology Vector Security (closed; per Jay reverse invoice) NY Eye & Ear Infirmary Pension 2 Univ. Surgical Grp. Misc

914.93 1,892.48 2,992.38 559.29 5,578.05 5,285.28 4,772.01 6,010.60 419.82 7,238.23 3,407.57 3,757.67 3,234.54 857.76 916.19 1,454.59 --------49,291.59 --------4,837.01 9,636.04

914.83 1,892.48

7,283.23

6/15 faxed to K. Mandelba 6/15 faxed to K. Mandelba ML ML ML ML ML DUMMY (ML) ML waiting for lo ML ML ML

857.76 916.19 ----------11,819.59 ----------4,837l.01 7,380.73

waiting for loa waiting for loa

John S 5/12 rerouted to client: - 6/18 per ICAH - ck

7,047.27 7,335.37 6,896.55 776.58 576.44 8,093.68 224.63 939.73 5,207.17 19,358.50 27,524.74 734.46 5,077.99 988.76 1,500.00 2,368.02 4,455.97 2,476.70

7,047.27

6/11 Reduced rate; mailed PJM ML 6/16 Rerouted to broker 6/6 Faxed to Dan Ragnoni SSC 6/12 Faxed to SB; per Bil 6/8 Left message; no rep BTB 6/15 Lynn Hof said cannot be JJM MZM,RLM JJM BTB HV GWG,BLK PMI

973.05 776.58 8,093.68 224.63 939.73 2,541.98

988.76 1,500.00 2,368.02

6/15 2nd letter 6/12 2nd letter

1,281.02 6,349.75 938.70 8,124.63 ----------98,997.48 ===========

164.80 439.03 521.51 1,281.02 938.70

6/12 Rerouted to Mellon B 6/16 Rerouted to C H Dean 6/12 per Bill O'Toole SB Assets held temporarily f MGB

Action taken on this total

----------41,016.50 ===========

========================================================================================================= 18 ========================================================================================================= ACCOUNTS RECEIVABLE AGED INVOICE REPORT Only Invoices 60 Days Past --------------------------------------------------------------------------------------------------------INVOICE DISCOUNT DISCOUNT

========================================================================================================= 18 ========================================================================================================= ACCOUNTS RECEIVABLE AGED INVOICE REPORT Only Invoices 60 Days Past --------------------------------------------------------------------------------------------------------INVOICE DISCOUNT DISCOUNT RATE INVOICE NO DUE DATE DUE DATE AMOUNT BALANCE CURRENT 30 DAYS 60 DAYS 90 --------------------------- -------- -------- ------- ------- -------ADV Advest, Inc. CONTACT PHONE CRE 0/31/98 0000083 - IN 01/31/98 .00 776.58 -------------- ---- ----- ----------CUSTOMER ADV TOTALS: .00 776.58 .00 .00 .00 ISC 3/27/98 Brinker Small Cap 94A - IN CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT .00 ------.00 CONTACT PHONE 0.30 -------0.30 ---.00 ----.30 --------.00 .30 CRE ---

03/27/98 CUSTOMER BSC TOTALS:

34564 1/31/98

CHESTNUT HILL ACADEMY 0002819 - IN 01/31/98 CUSTOMER 0034564 TOTALS:

PHONE 8,093.68 -------8,093.68 ---.00 ------------.00 .00

CRE ---

90970 2/28/98

CRISTOL, ELISE H. T/V/D 11/20 0002885 - IN 02/28/98 CUSTOMER 0090970 TOTALS:

PHONE 914.93 -------914.93 ---.00 ------------.00 .00

CRE ---

297966 2/28/98

CRISTOL, ELISE H. 002916 - IN

PHONE 1,892.48 -------1,892.48 ---.00 ------------.00 .00

02/28/98 CUSTOMER 0097966 TOTALS:

CRE 1 --1 CRE

DAIN 1/31/98

Dain, Rauscher 0000089 - IN

PHONE 224.63 -------224.63 ---.00 ------------.00 .00

01/31/98 CUSTOMER DAIN TOTALS:

---

91225 1/31/98

GLICK, KATHERINE A TRUST 00002747 - IN 01/31/98 CUSTOMER 0091225 TOTALS:

PHONE 857.76 -------857.76 ---.00 ------------.00 .00

CRE ---

91223 015

GLICK, SARAH TRUST 0002740 - IN

PHONE 916.19 -------916.19 ---.00 ------------.00 .00

CRE ---

01/31/98 CUSTOMER 0091223 TOTALS:

13883 Good Samaritan Charitable Trst 11/31/98 0002311 - IN 01/31/98 CUSTOMER 0013883 TOTALS: 13307 GRADUATE C #2 12/25/98 0001736 - IN

PHONE 7,380.73 -------7,380.73 ---.00 ------------.00 .00

CRE ---

PHONE 1,661.09 -------1,661.09 ---.00 ------------.00 .00

02/25/98 CUSTOMER 0013307 TOTALS:

CRE 1 --1 CRE

13305 Graduate Cardrothoracic Assoc. 12/25/98 0001735 - IN 02/25/98 CUSTOMER 0013305 TOTALS: 13306 HARGETT, WM G. & SUSAN P. 12/25/98 0002860 - IN 02/28/98 CUSTOMER 0021476 TOTALS: 94476 2/9/98 HAYWARD, MALCOLM L. 2279A - PP

PHONE 880.89 -------880.89 ---.00 ------------.00 .00

---

PHONE 1,011.31 -------1,011.31 ---.00 ------------.00 .00

CRE 1 --1 CRE

PHONE 1,496.30 -------1,496.30 ---.00 ------------.00 .00

02/09/98 CUSTOMER 0094476 TOTALS:

---

77030 3/17/98

HERMANN, DEBORAH K. IRA 0002911 - PP 03/17/98 CUSTOMER 0097030 TOTALS:

PHONE 16.15-------16.15---.00 ------------.00 .00

CRE ---

10188

JOYNER, W. & SHEILA

PHONE

CRE

2/28/98

0002847

- IN

02/28/98 TOTALS:

CUSTOMER 0010188

.00 ------.00

973.05 -------973.05

---.00

-----

--------.00 .00

---

System Date: 06/17/98 / 12:25pm Page: 1 Duplication Date: 06/18/98 User: SMH / Susan Huffington
========================================================================================================= 18 ========================================================================================================= ACCOUNTS RECEIVABLE AGED INVOICE REPORT Only Invoices 60 Days Past --------------------------------------------------------------------------------------------------------INVOICE DISCOUNT DISCOUNT RATE INVOICE NO DUE DATE DUE DATE AMOUNT BALANCE CURRENT 30 DAYS 60 DAYS 90 --------------------------- -------- -------- ------- ------- -------81504 Kathryn J. Donaldson CONTACT: Lynn Holler PHONE C 3/31/98 0003012 - IN 03/31/98 .00 939.73 -------- --------- -------- --- -------- CUSTOMER 0081504 TOTALS: .00 939.73 .00 .00 939.73 18600 3/26/98 LANE, MARY AND CARL TTEE CARL 94A - IN 03/26/98 CONTACT .00 1,501.03-------- --------CUSTOMER 0018600 TOTALS: .00 1,501.03PHONE ---.00 ------.00 C 1,501.03-------- 1,501.03C --.00 -------.00 -

10177 LOECHTE, BONITA L. 12/28/98 0002819 - IN

02/28/98

CONTACT .00 792.84 -------- --------CUSTOMER 0010177 TOTALS: .00 792.84 CONTACT .00 1,633.35 .00 1,648.59 .00 1,660.70 -------- --------CUSTOMER 0050045 TOTALS: .00 4,942.64 CONTACT .00 680.10 .00 674.78 .00 749.75 -------- --------CUSTOMER 0050050 TOTALS: .00 2,104.63 CONTACT .00 988.76 -------- --------TOTALS: .00 988.76

PHONE ---.00 -----

50045 7/31/97 10/31/97 1/31/98

MACKIE, GEORGE 0002885 - IN 0001911 - IN 002606 - IN

PHONE

C

07/31/97 10/31/97 01/31/98

---.00

-----

--.00

-------.00

-

50050 7/31/97 10/31/97 1/31/98

MACKIE, 0002916 0001915 0002610

GEORGE JR. TTEE GEN S - IN 07/31/97 - IN 10/31/97 - IN 01/31/98

PHONE

C

---.00

-----

--.00

-------.00

-

19269 1/31/98

MENDELSOHN, GEOFFREY IRA ROLL 24478 - IN 01/31/98 CUSTOMER 19269

PHONE ---.00 ------.00 -------.00

C -

27615 1/31/97 1/31/97

NY Eye & Ear Infirmary-Perm Ed 00000130 - IN 01/31/97 0000441 01/31/97

CONTACT .00 3,732.71 .00 1,104.30 -------- --------CUSTOMER 0027615 TOTALS: .00 4,837.01 CONTACT .00 7,238.23 -------- --------TOTALS: .00 7,238.23

PHONE

C

---.00

-----

--.00

-------.00

-

93770 O'NEILL, W. PAUL 03/31/98 0002990 - IN

PHONE ---.00 ------.00 7,283.23 -------7,283.23

C -

03/31/98 CUSTOMER 93770

70496 1/31/98 2/28/98

ROBERTS, AILEEN 0002392 - IN 0002849 - IN

01/31/98 02/28/98

CONTACT .00 779.10 .00 1,588.92 -------- --------CUSTOMER 0070496 TOTALS: .00 2,368.02 CONTACT .00 1,500.00 -------- --------TOTALS: .00 1,500.00 CONTACT .00 603.83 .00 521.51 -------- --------TOTALS: .00 1,125.34

PHONE

C

---.00

-----

--.00

-------.00

-

BOR 1/31/98

ROBOR IQ98 - IN

PHONE ---.00 ------.00 1,500.00 -------1,500.00

C -

03/31/98 CUSTOMER ROBOR

W 1/31/98 1/31/98

Smith Barney Wrap 000086 - IN 0002847 - IN

PHONE

C

01/31/98 01/31/98 CUSTOMER SBW

---.00

-----

--.00

-------.00

-

========================================================================================================= 18 ========================================================================================================= ACCOUNTS RECEIVABLE AGED INVOICE REPORT Only Invoices 60 Days Past --------------------------------------------------------------------------------------------------------INVOICE DISCOUNT DISCOUNT RATE INVOICE NO DUE DATE DUE DATE AMOUNT BALANCE CURRENT 30 DAYS 60 DAYS 90 --------------------------- -------- -------- ------- ------- -------81504 Kathryn J. Donaldson CONTACT: Lynn Holler PHONE C 3/31/98 0003012 - IN 03/31/98 .00 939.73 -------- --------- -------- --- -------- CUSTOMER 0081504 TOTALS: .00 939.73 .00 .00 939.73 18600 3/26/98 LANE, MARY AND CARL TTEE CARL 94A - IN 03/26/98 CONTACT .00 1,501.03-------- --------CUSTOMER 0018600 TOTALS: .00 1,501.03PHONE ---.00 ------.00 C 1,501.03-------- 1,501.03C --.00 -------.00 -

10177 LOECHTE, BONITA L. 12/28/98 0002819 - IN

02/28/98

CONTACT .00 792.84 -------- --------CUSTOMER 0010177 TOTALS: .00 792.84 CONTACT .00 1,633.35 .00 1,648.59 .00 1,660.70 -------- --------CUSTOMER 0050045 TOTALS: .00 4,942.64 CONTACT .00 680.10 .00 674.78 .00 749.75 -------- --------CUSTOMER 0050050 TOTALS: .00 2,104.63 CONTACT .00 988.76 -------- --------TOTALS: .00 988.76

PHONE ---.00 -----

50045 7/31/97 10/31/97 1/31/98

MACKIE, GEORGE 0002885 - IN 0001911 - IN 002606 - IN

PHONE

C

07/31/97 10/31/97 01/31/98

---.00

-----

--.00

-------.00

-

50050 7/31/97 10/31/97 1/31/98

MACKIE, 0002916 0001915 0002610

GEORGE JR. TTEE GEN S - IN 07/31/97 - IN 10/31/97 - IN 01/31/98

PHONE

C

---.00

-----

--.00

-------.00

-

19269 1/31/98

MENDELSOHN, GEOFFREY IRA ROLL 24478 - IN 01/31/98 CUSTOMER 19269

PHONE ---.00 ------.00 -------.00

C -

27615 1/31/97 1/31/97

NY Eye & Ear Infirmary-Perm Ed 00000130 - IN 01/31/97 0000441 01/31/97

CONTACT .00 3,732.71 .00 1,104.30 -------- --------CUSTOMER 0027615 TOTALS: .00 4,837.01 CONTACT .00 7,238.23 -------- --------TOTALS: .00 7,238.23

PHONE

C

---.00

-----

--.00

-------.00

-

93770 O'NEILL, W. PAUL 03/31/98 0002990 - IN

PHONE ---.00 ------.00 7,283.23 -------7,283.23

C -

03/31/98 CUSTOMER 93770

70496 1/31/98 2/28/98

ROBERTS, AILEEN 0002392 - IN 0002849 - IN

01/31/98 02/28/98

CONTACT .00 779.10 .00 1,588.92 -------- --------CUSTOMER 0070496 TOTALS: .00 2,368.02 CONTACT .00 1,500.00 -------- --------TOTALS: .00 1,500.00 CONTACT .00 603.83 .00 521.51 -------- --------TOTALS: .00 1,125.34

PHONE

C

---.00

-----

--.00

-------.00

-

BOR 1/31/98

ROBOR IQ98 - IN

PHONE ---.00 ------.00 1,500.00 -------1,500.00

C -

03/31/98 CUSTOMER ROBOR

W 1/31/98 1/31/98

Smith Barney Wrap 000086 - IN 0002847 - IN

PHONE

C

01/31/98 01/31/98 CUSTOMER SBW

---.00

-----

--.00

-------.00

-

87953 3/26/98

UNIVERSITY SURGICAL GRP OF CIN 0002884 - IN 03/26/98

CONTACT .00 938.70 -------- --------CUSTOMER 0087953 TOTALS: .00 938.70 CONTACT .00 1,281.02 -------- --------CUSTOMER 0010576 TOTALS: .00 1,281.02

PHONE ---.00 ------.00 938.70 -------938.70

C -

10576 1/31/98

VECTOR SECURITY 0002393 - IN

PHONE ---.00 ------.00 -------00

C -

01/31/98

REPORT NUMBER OF CUSTOMERS:

TOTALS: 28

-------- --------.00 51,627.06 ======== =========

---.00 ====

-----

--.00 ===

-------9,115.93 ========

9 =

=====

System Date: 06/17/98 / 12:25pm Page: 1 Duplication Date: 06/18/98 User: SMH / Susan Huffington

1838 Institutional Accounts by Market Value 08-Jun-98 Page 1
3/31/98 Market Value 289,249,071.95 272,483,609.20 161,584,565.47 143,445,351.53 138,014,996.42 85,457,265.51 85,285,902.08 83,450,932.25 78,796,560.69 74,952,595.04 64,479,645.69 63,952,501.66 60,217,734.31 59,947,606.01 59,852,522.80 59,831,813.59 59,583,502.97 55,159,645.50 54,490,571.55 50,276,248.26 49,592,202.78 49,535,546.59 48,026,863.56 47,782,888.94 46,073,919.28 45,501,448.44 41,520,013.56 40,795,926.20 38,763,672.06 38,725,092.01 38,630,261.48 38,352,543.50 35,721,858.28 35,067,090.76 31,761,493.19 30,991,812.50 30,762,416.67 30,496,450.39 30,186,529.47 30,122,264.57 Client ID 60005 00002 00010 93313 35606 22900 06911 97665 06765 10172 94856 38414 94746 HM60005 02101 93144 10180 93315 06497 66001 61000 23456 51456 32400 07481 60008 94809 94127 28941 18014 36607 86157 23150 41113 16150 10196 60005EQ 00011 00003 92344 Client Name PENNSYLVANIA MEDICA PECO ENERGY COMPANY SEI FINANCIAL CORP PHILADELPHIA CONTRIB TEAMSTERS LOCAL 282 P DREXEL UNIVERSITY POO NATIONAL BOARD OF ME 1838 BOND-DEBENTURE T GIRARD RESIDUARY FUN DP AMERICA GROWTH FU ROTHSCHILD GUERNSEY TEAMSTERS LOCAL 830 P STAFFORD SAVINGS BAN PENNSYLVANIA MEDICA INDEPENDENCE FOUNDA AMERICAN PHILOSOPHIC CHRISTIAN BROTHERS IN PHILADELPHIA CONTRIB 1838 FIXED INCOME FUND MIAMI CHILDREN'S HOSPI PHYSICIANS LIABILITY IN EASTON HOSPITAL PENSI LOCAL 584 PENSION TRUS AMERICAN COLLEGE OF EMPLOYEES RETIREMENT AMERICAN BOARD OF IN SAN FRANCISCO CULINA BALA PRESBYTERIAN HO ECFMG LONG-TERM FUN CORE VALUE EQUITY FU 1838 SMALL CAP EQUITY EDGCOMB METALS CO GOULD ELECTRONICS, IN JOINT PLUMBING INDUST PHYSICIANS PLUS MEDIC GIST-BROCADES PENNSYLVANIA MEDICA SEI SMALL CAP FUND PECO ENERGY COMPANY WEST LAUREL HILL CEME Manager JOHN DONALDSON JAY MCELROY ED POWELL JAY MCELROY PJM-Block Account MELYSA GONZALEZ GWG-Block Account JOHN DONALDSON MELYSA GONZALEZ ED POWELL JTD-Block Account PJM-Block Account PJM-Individuals JOHN DONALDSON MELYSA GONZALEZ MELYSA GONZALEZ ED POWELL GWG-Block Account MARCIA ZERCOE MARCIA ZERCOE JOHN DONALDSON JTD-Block Account MELYSA GONZALEZ GWG-Block Account MARCIA ZERCOE GWG-Block Account MELYSA GONZALEZ THACHER BROWN PJM-Block Account MELYSA GONZALEZ ED POWELL PJM-Block Account JTD-Block Account MFB-Block Account ED POWELL-SMITH B MELYSA GONZALEZ MELYSA GONZALEZ ED POWELL JAY MCELROY GWG-Block Account

1838 Institutional Accounts by Market Value 08-Jun-98 Page 2
3/31/98 Market Value Client ID Client Name Manager

29,654,505.82 27,851,742.83 27,537,881.47 27,343,277.68 25,482,662.08 25,106,275.62 24,610,162.55 24,470,640.34 23,230,034.38 23,166.785.93 22,141,008.37

09750 18034 68406 10175 10020 60006 09630 06995 33333 36016 95031

THE BHUTAN TRUST FUN FRIENDS HOSPITAL PENSI CITY OF AURORA, ILLINO CINCINNATI BELL - 1838 I PROVIDENT MUTUAL DIV INDEPENDENCE SEAPORT INTERNATIONAL UNION INDEPENDENCE BLUE CR KENDAL-CROSSLANDS C VICTAULIC COMPANY OF NEWTON CONTRIBUTORY

MELYSA GONZALEZ GWG-Block Account MARCIA ZERCOE ED POWELL ED POWELL GWG-Block Account PJM-Block Account MELYSA GONZALEZ MELYSA GONZALEZ JTD-Block Account MFB-Block Account

1838 Institutional Accounts by Market Value 08-Jun-98 Page 1
3/31/98 Market Value 289,249,071.95 272,483,609.20 161,584,565.47 143,445,351.53 138,014,996.42 85,457,265.51 85,285,902.08 83,450,932.25 78,796,560.69 74,952,595.04 64,479,645.69 63,952,501.66 60,217,734.31 59,947,606.01 59,852,522.80 59,831,813.59 59,583,502.97 55,159,645.50 54,490,571.55 50,276,248.26 49,592,202.78 49,535,546.59 48,026,863.56 47,782,888.94 46,073,919.28 45,501,448.44 41,520,013.56 40,795,926.20 38,763,672.06 38,725,092.01 38,630,261.48 38,352,543.50 35,721,858.28 35,067,090.76 31,761,493.19 30,991,812.50 30,762,416.67 30,496,450.39 30,186,529.47 30,122,264.57 Client ID 60005 00002 00010 93313 35606 22900 06911 97665 06765 10172 94856 38414 94746 HM60005 02101 93144 10180 93315 06497 66001 61000 23456 51456 32400 07481 60008 94809 94127 28941 18014 36607 86157 23150 41113 16150 10196 60005EQ 00011 00003 92344 Client Name PENNSYLVANIA MEDICA PECO ENERGY COMPANY SEI FINANCIAL CORP PHILADELPHIA CONTRIB TEAMSTERS LOCAL 282 P DREXEL UNIVERSITY POO NATIONAL BOARD OF ME 1838 BOND-DEBENTURE T GIRARD RESIDUARY FUN DP AMERICA GROWTH FU ROTHSCHILD GUERNSEY TEAMSTERS LOCAL 830 P STAFFORD SAVINGS BAN PENNSYLVANIA MEDICA INDEPENDENCE FOUNDA AMERICAN PHILOSOPHIC CHRISTIAN BROTHERS IN PHILADELPHIA CONTRIB 1838 FIXED INCOME FUND MIAMI CHILDREN'S HOSPI PHYSICIANS LIABILITY IN EASTON HOSPITAL PENSI LOCAL 584 PENSION TRUS AMERICAN COLLEGE OF EMPLOYEES RETIREMENT AMERICAN BOARD OF IN SAN FRANCISCO CULINA BALA PRESBYTERIAN HO ECFMG LONG-TERM FUN CORE VALUE EQUITY FU 1838 SMALL CAP EQUITY EDGCOMB METALS CO GOULD ELECTRONICS, IN JOINT PLUMBING INDUST PHYSICIANS PLUS MEDIC GIST-BROCADES PENNSYLVANIA MEDICA SEI SMALL CAP FUND PECO ENERGY COMPANY WEST LAUREL HILL CEME Manager JOHN DONALDSON JAY MCELROY ED POWELL JAY MCELROY PJM-Block Account MELYSA GONZALEZ GWG-Block Account JOHN DONALDSON MELYSA GONZALEZ ED POWELL JTD-Block Account PJM-Block Account PJM-Individuals JOHN DONALDSON MELYSA GONZALEZ MELYSA GONZALEZ ED POWELL GWG-Block Account MARCIA ZERCOE MARCIA ZERCOE JOHN DONALDSON JTD-Block Account MELYSA GONZALEZ GWG-Block Account MARCIA ZERCOE GWG-Block Account MELYSA GONZALEZ THACHER BROWN PJM-Block Account MELYSA GONZALEZ ED POWELL PJM-Block Account JTD-Block Account MFB-Block Account ED POWELL-SMITH B MELYSA GONZALEZ MELYSA GONZALEZ ED POWELL JAY MCELROY GWG-Block Account

1838 Institutional Accounts by Market Value 08-Jun-98 Page 2
3/31/98 Market Value Client ID Client Name Manager

29,654,505.82 27,851,742.83 27,537,881.47 27,343,277.68 25,482,662.08 25,106,275.62 24,610,162.55 24,470,640.34 23,230,034.38 23,166.785.93 22,141,008.37 22,010,163.88 20,697,067.59 20,528,098.75 20,408,604.58 20,397,775.71 20,275,592.98 19,693,766.59 19,539,693.38 18,967,167.67 18,840,157.61 18,561,470.00

09750 18034 68406 10175 10020 60006 09630 06995 33333 36016 95031 25707 11192 50000 84330 40100 01020 02103 94984 29051 94798 07990

THE BHUTAN TRUST FUN FRIENDS HOSPITAL PENSI CITY OF AURORA, ILLINO CINCINNATI BELL - 1838 I PROVIDENT MUTUAL DIV INDEPENDENCE SEAPORT INTERNATIONAL UNION INDEPENDENCE BLUE CR KENDAL-CROSSLANDS C VICTAULIC COMPANY OF NEWTON CONTRIBUTORY COPIC INSURANCE COMP EMPLOYEES RETIREMENT TEAMSTERS LOCAL #500SERVICE EMPLOYEES LO KIMBALL RETIREMENT P HMS SCHOOL INDEPENDENCE FOUNDA TOWN OF BRAINTREE RE ASPLUNDH TREE EXPERT ANNE T. STARR TRUSTREE ANALYTIC SERVICE INC

MELYSA GONZALEZ GWG-Block Account MARCIA ZERCOE ED POWELL ED POWELL GWG-Block Account PJM-Block Account MELYSA GONZALEZ MELYSA GONZALEZ JTD-Block Account MFB-Block Account JOHN DONALDSON MELYSA GONZALEZ MFB-Block Account ED POWELL ED POWELL-KIMBALL GWG-Block Account GWG Short Term of MFB-Block Account MARCIA ZERCOE GWG Individual / GWG-Block Account

1838 Institutional Accounts by Market Value 08-Jun-98 Page 2
3/31/98 Market Value Client ID Client Name Manager

29,654,505.82 27,851,742.83 27,537,881.47 27,343,277.68 25,482,662.08 25,106,275.62 24,610,162.55 24,470,640.34 23,230,034.38 23,166.785.93 22,141,008.37 22,010,163.88 20,697,067.59 20,528,098.75 20,408,604.58 20,397,775.71 20,275,592.98 19,693,766.59 19,539,693.38 18,967,167.67 18,840,157.61 18,561,470.00 17,736,899.72 17,029,648.85 16,574,621.06 16,090,015.19 16,083,093.39 15,806,529.81 15,615,806.51 15,501,062.76 15,024,053.30 14,817,287.53 14,701,566.73 14,100,742.37 13,880,198.75 13,142,988.53 12,387,122.95 12,043,622.01 11,987,676.81 11,603,824.68

09750 18034 68406 10175 10020 60006 09630 06995 33333 36016 95031 25707 11192 50000 84330 40100 01020 02103 94984 29051 94798 07990 63901 51292 00008 17700 20201 38560 20050 27678 94723 15002 60009 93879 95055 08660 94371 05401 98009 93316

THE BHUTAN TRUST FUN FRIENDS HOSPITAL PENSI CITY OF AURORA, ILLINO CINCINNATI BELL - 1838 I PROVIDENT MUTUAL DIV INDEPENDENCE SEAPORT INTERNATIONAL UNION INDEPENDENCE BLUE CR KENDAL-CROSSLANDS C VICTAULIC COMPANY OF NEWTON CONTRIBUTORY COPIC INSURANCE COMP EMPLOYEES RETIREMENT TEAMSTERS LOCAL #500SERVICE EMPLOYEES LO KIMBALL RETIREMENT P HMS SCHOOL INDEPENDENCE FOUNDA TOWN OF BRAINTREE RE ASPLUNDH TREE EXPERT ANNE T. STARR TRUSTREE ANALYTIC SERVICE INC HEALTH SCIENCES FOUN STICHTING PENSIOENFON AMPEX RETIREMENT MA NECA-IBEW LOCAL 177 P NATIONAL MANUFACTUR PENNSYLVANIA MEDICA GIRARD SMALL CAPITAL THE NEW YORK EYE AND SILO INC PENSION FUND ALPAHARMA INC. AMERICAN BOARD OF IN WILLIAM S. LOEB T/U/W A LITTLE LEAGUE BASEBAL AMERICAN PUBLIC POWE TEXTILE PROCESSORS, SE DELAWARE COMMUNITY CITY OF BETHLEHEM GERMANTOWN INSURAN

MELYSA GONZALEZ GWG-Block Account MARCIA ZERCOE ED POWELL ED POWELL GWG-Block Account PJM-Block Account MELYSA GONZALEZ MELYSA GONZALEZ JTD-Block Account MFB-Block Account JOHN DONALDSON MELYSA GONZALEZ MFB-Block Account ED POWELL ED POWELL-KIMBALL GWG-Block Account GWG Short Term of MFB-Block Account MARCIA ZERCOE GWG Individual / GWG-Block Account MELYSA GONZALEZ HANS van den BERG JOE DOYLE MELYSA GONZALEZ MELYSA GONZALEZ JTD-Block Account ED POWELL MELYSA GONZALEZ RHONDA MCNAVISH MFB-Block Account MARCIA ZERCOE FRED DITTMANN GWG-Block Account JTD-Block Account PJM-Block Account BERNIE BLAIS MELYSA GONZALEZ JOHN DONALDSON

1838 Institutional Accounts by Market Value 08-Jun-98 Page 3
3/31/98 Market Value 11,367,647.16 11,245,371.40 11,196,449.31 10,952,149.50 10,501,416.80 10,374,731.98 10,348,929.52 10,308,158.21 10,167,337.83 10,124,424.15 9,767,448.14 9,661,076.76 8,895,625.78 8,538,776.03 8,510,859.93 8,414,807.09 8,106,121.15 8,069,247.69 Client ID 36622 95005 89311 29379 47946 70941 96240 94366 32300 47756 25802 19000 53062 29053 06912 82227 22564 24326 Client Name MENNINGER FUND - 1838 I LOUIS N CASSETT FOUND TORRANCE MEMORIAL M HORIZON HEALTH SYSTE FAIRMOUNT PARK ASSOC DATRON INC RETIREMEN METHODIST HOSPITAL DI BRUNSCHWIG & FILS INC AMERICAN COLLEGE OF PROVIDENT MUTUAL CO RORER PROVIDENT TRUS EDNA G. KYNETT MEMOR BENILDE RELIGIOUS & CH ASPLUNDH TREE EXPERT NBME RESEARCH FUND CHESTNUT HILL HOSPITA PINE MANOR COLLEGE AMERICAN BOARD OF SU Manager ED POWELL-SMITH B GWG-Block Account ED POWELL-SMITH B MELYSA GONZALEZ JTD-Block Account JTD-Block Account MARCIA ZERCOE JTD-Block Account GWG-Block Account MELYSA GONZALEZ JAY MCELROY MFB-Block Account ED POWELL JAY MCELROY GWG-Block Account MARCIA ZERCOE GWG-Block Account GWG-Block Account

1838 Institutional Accounts by Market Value 08-Jun-98 Page 3
3/31/98 Market Value 11,367,647.16 11,245,371.40 11,196,449.31 10,952,149.50 10,501,416.80 10,374,731.98 10,348,929.52 10,308,158.21 10,167,337.83 10,124,424.15 9,767,448.14 9,661,076.76 8,895,625.78 8,538,776.03 8,510,859.93 8,414,807.09 8,106,121.15 8,069,247.69 7,806,658.50 7,800,767.49 7,743,347.94 7,711,620.45 7,704,904.22 7,603,697.26 7,297,369.23 7,244,502.82 6,972,340.22 6,859,121.35 6,768,575.96 6,615,844.03 6,555,140.73 6,447,461.35 6,402,805.68 6,395,377.30 6,196,221.25 6,124,542.46 6,052,595.96 5,979,212.28 5,908,287.08 5,871,179.68 Client ID 36622 95005 89311 29379 47946 70941 96240 94366 32300 47756 25802 19000 53062 29053 06912 82227 22564 24326 94367 05825 95102 26701 14093 13883 95054 47243 01893 93352 32200 02690 30586 15252 93314 10021 49142 13388 12400 34576 56053 92381 Client Name MENNINGER FUND - 1838 I LOUIS N CASSETT FOUND TORRANCE MEMORIAL M HORIZON HEALTH SYSTE FAIRMOUNT PARK ASSOC DATRON INC RETIREMEN METHODIST HOSPITAL DI BRUNSCHWIG & FILS INC AMERICAN COLLEGE OF PROVIDENT MUTUAL CO RORER PROVIDENT TRUS EDNA G. KYNETT MEMOR BENILDE RELIGIOUS & CH ASPLUNDH TREE EXPERT NBME RESEARCH FUND CHESTNUT HILL HOSPITA PINE MANOR COLLEGE AMERICAN BOARD OF SU BRUNSCHWIG & FILS INC UNITED WAY OF DADE C SHELTER LANE CORPORA COPIC TRUST CATHOLIC FOUNDATION GOOD SAMARITAN CHARI LITTLE LEAGUE FOUNDA THE COMMON FUND GEN BINSWANGER CORP PROF ESTATE OF GENEVRA LIE AMERICAN COLLEGE OF SUPERIOR GROUP, INC. M NEW YORK EYE & EAR IN STOCKTON RUSH BARTOL PHILADEPHIA CONTRIB EDWARD C LEVY, CO. MA BENEFICIAL MUTUAL SA GROUP HEALTH PLAN INC NAVISTAR RETIREE SUPP MEDICAL MALPRACTICE I KENDAL AT HANOVER IN WINGATE LLOYD AND H. Manager ED POWELL-SMITH B GWG-Block Account ED POWELL-SMITH B MELYSA GONZALEZ JTD-Block Account JTD-Block Account MARCIA ZERCOE JTD-Block Account GWG-Block Account MELYSA GONZALEZ JAY MCELROY MFB-Block Account ED POWELL JAY MCELROY GWG-Block Account MARCIA ZERCOE GWG-Block Account GWG-Block Account JTD-Block Account MELYSA GONZALEZ BERNIE BLAIS JOHN DONALDSON PRUDENTIAL WRAP-P ED POWELL-SMITH B GWG-Block Account MELYSA GONZALEZ GWG-Block Account JAY MCELROY RHONDA MCNAVISH PJM-Special Equit MELYSA GONZALEZ PJM-Block Account GWG-Block Account ED POWELL MFB-Block Account MELYSA GONZALEZ ED POWELL-SMITH B ED POWELL MELYSA GONZALEZ FRED DITTMANN

1838 Institutional Accounts by Market Value 08-Jun-98 Page 4
3/31/98 Market Value 5,844,706.18 5,844,688.42 5,583,215.18 5,574,817.05 5,535,101.64 5,146,527.13 5,141,816.76 5,058,653.76 4,980,443.55 4,849,668.56 4,730,330.61 4,524,182.42 4,407,150.42 4,404,800.61 4,397,626.16 4,383,798.11 4,344,310.21 4,178,008.60 4,093,625.32 4,064,056.68 4,027,954.45 3,952,670.24 3,866,709.39 3,827,673.75 3,656,933.92 Client ID 93366 94803 35010 81052 94799 30967 37308 92378 08865 05820 35070 92377 34619 11513 34564 06910 50067 38499 10291 04048 13001 95048 94293 08900 27615 Client Name BALDWIN SCHOOL INVES EDWARD STARR, JR. TRUS RALPH AND SUZANNE RO THE EPISCOPAL ACADEM EDWARD STARR, JR TRUS KENDAL AT OBERLIN-OP COTTEY COLLEGE T/U/W OF H.G. LLOYD FOR HARVEL PENSION PLAN PHILADELPHIA CITY INST COMMONWEALTH TRANS T/U/D 12/7/64 OF DOROTH TANRIDGE LIMITED HUDSON COUNTY DISTRI CHESTNUT HILL ACADEM NATIONAL BOARD OF ME THE UNION LEAGUE OF P PENNSYLVANIA MEDICA MEESPIERSON UMBRELLA SOCIETY CATHOLIC MEDI COMMUNICATIONS WOR ELLEN D. L. BROWNING T RESIDUARY TRUST UNDE AMERICAN COLLEGE OF NEW YORK EYE & EAR IN Manager PJM-Block Account GWG Individual / GWG-Block Account GWG-Block Account GWG Individual / MFB-Block Account SMITH BARNEY SC W FRED DITTMANN JTD-Block Account MFB-Block Account RHONDA MCNAVISH FRED DITTMANN HANS van den BERG MELYSA GONZALEZ MELYSA GONZALEZ GWG Short Term or JOE DOYLE JTD-Block Account MELYSA GONZALEZ PJM-Block Account MFB-Block Account BERNIE BLAIS JAY MCELROY JTD-Block Account MELYSA GONZALEZ

1838 Institutional Accounts by Market Value 08-Jun-98 Page 4
3/31/98 Market Value 5,844,706.18 5,844,688.42 5,583,215.18 5,574,817.05 5,535,101.64 5,146,527.13 5,141,816.76 5,058,653.76 4,980,443.55 4,849,668.56 4,730,330.61 4,524,182.42 4,407,150.42 4,404,800.61 4,397,626.16 4,383,798.11 4,344,310.21 4,178,008.60 4,093,625.32 4,064,056.68 4,027,954.45 3,952,670.24 3,866,709.39 3,827,673.75 3,656,933.92 3,592,382.66 3,429,767.81 3,415,124.04 3,150,819.92 3,136,660.81 3,117,514.62 2,990,557.53 2,982,810.77 2,896,449.85 2,857,879.41 2,778,865.70 2,770,871.79 2,767,082.49 2,749,592.83 2,705,842.68 Client ID 93366 94803 35010 81052 94799 30967 37308 92378 08865 05820 35070 92377 34619 11513 34564 06910 50067 38499 10291 04048 13001 95048 94293 08900 27615 14580 92232 38500 02383 94869 93511 50053 11363 47757 49106 13000 10022 08949 43729 78012 Client Name BALDWIN SCHOOL INVES EDWARD STARR, JR. TRUS RALPH AND SUZANNE RO THE EPISCOPAL ACADEM EDWARD STARR, JR TRUS KENDAL AT OBERLIN-OP COTTEY COLLEGE T/U/W OF H.G. LLOYD FOR HARVEL PENSION PLAN PHILADELPHIA CITY INST COMMONWEALTH TRANS T/U/D 12/7/64 OF DOROTH TANRIDGE LIMITED HUDSON COUNTY DISTRI CHESTNUT HILL ACADEM NATIONAL BOARD OF ME THE UNION LEAGUE OF P PENNSYLVANIA MEDICA MEESPIERSON UMBRELLA SOCIETY CATHOLIC MEDI COMMUNICATIONS WOR ELLEN D. L. BROWNING T RESIDUARY TRUST UNDE AMERICAN COLLEGE OF NEW YORK EYE & EAR IN UPLAND COUNTRY DAY S STEPHENSON FOUNDATIO PENNSYLVANIA MEDICA PLANNED PARENTHOOD STANTON N. SMULLENS, T/U/D 12/2/68 FOR EMMALI TRUSTEE UA DTD 08/22/75 POTTSTOWN MEDICAL SP UPPER DARBY POLICE SM ACOUSTICAL SOCIETY OF COMMUNICATIONS WOR ROBERT A. LEVY REVOCA AMERICAN COLLEGE OF VINCENT GIORDANO COR KENDAL@HANOVER-NE Manager PJM-Block Account GWG Individual / GWG-Block Account GWG-Block Account GWG Individual / MFB-Block Account SMITH BARNEY SC W FRED DITTMANN JTD-Block Account MFB-Block Account RHONDA MCNAVISH FRED DITTMANN HANS van den BERG MELYSA GONZALEZ MELYSA GONZALEZ GWG Short Term or JOE DOYLE JTD-Block Account MELYSA GONZALEZ PJM-Block Account MFB-Block Account BERNIE BLAIS JAY MCELROY JTD-Block Account MELYSA GONZALEZ MFB-Block Account FRED DITTMANN JTD-Block Account DEAN WITTER BALAN FRED DITTMANN FRED DITTMANN JAY MCELROY BERNIE BLAIS GWG Individual / BERNIE BLAIS MFB-Block Account SMALL CAP QUASI W JTD-Block Account BERNIE BLAIS MICHAEL BIEMER

1838 Institutional Accounts by Market Value 08-Jun-98 Page 5
3/31/98 Market Value 2,698,878.19 2,689,956.76 2,669,932.06 2,665,009.00 2,618,491.36 2,596,894.13 2,576,613.86 2,455,951.27 2,405,440.43 2,361,102.40 2,310,034.78 2,281,436.69 2,257,547.12 2,246,000.64 2,215,331.28 2,158,206.14 2,143,087,16 2,142,918.25 2,088,419.73 2,081,761.79 1,981,186.68 1,939,710.39 1,776,336.31 1,772,145.47 1,738,453.85 Client ID 92237 11380 94687 04035 92597 93519 03638 06485 16667 20958 95041 01894 14412 56897 64802 94533 38778 06551 08662 02101MU 66003 17173 28942 42992 47521 Client Name T/U/D FRANCES H. DITM POTTSTOWN MEDICAL SP T/U/D DATED 2/15/66 FOR KONO FOUNDATION CHESTNUT HILL HOSPITA T/U/D 10/1/68 JULIAN F. GO FRANK L NEWBURGER JR MILK INDUSTRY OFFICE P EATMOR MARKETS EMPL NEW YORK EYE AND EAR PEARL S. BUCK FOUNDAT BINSWANGER CORP MON DADE COMMUNITY FOUN UNITED WAY OF DADE C 1838 401K EQUITY RESIDUARY TRUST U/W F AMERICAN BOARD OF AL RADNOR TOWNSHIP POLI AMERICAN PUBLIC POWE INDEPENDENCE FOUNDA MIAMI CHILDREN'S HOSPI MALCOLM B. JACOBSON THE COMMISSION FOR FO KENDAL AT HANOVER-W BALL FOUNDATION Manager FRED DITTMANN BERNIE BLAIS JAY MCELROY FRED DITTMANN MFB-Block Account FRED DITTMAN FRED DITTMAN JAY MCELROY BERNIE BLAIS LOUIS J ROSATO MFB-Block Account GWG-Block Account LOUIS J ROSATO JTD-Block Account MELYSA GONZALES JAY MCELROY JTD-Block Account LOUIS J ROSATO JOE DOYLE GWG Individual / RHONDA MCNAVISH GWG Individual / PATRICIA J. MYERS RHONDA MCNAVISH SMALL CAP QUASI W

1838 Institutional Accounts by Market Value 08-Jun-98 Page 5
3/31/98 Market Value 2,698,878.19 2,689,956.76 2,669,932.06 2,665,009.00 2,618,491.36 2,596,894.13 2,576,613.86 2,455,951.27 2,405,440.43 2,361,102.40 2,310,034.78 2,281,436.69 2,257,547.12 2,246,000.64 2,215,331.28 2,158,206.14 2,143,087,16 2,142,918.25 2,088,419.73 2,081,761.79 1,981,186.68 1,939,710.39 1,776,336.31 1,772,145.47 1,738,453.85 1,690,167.09 1,689,653.31 1,687,879.76 1,686,738.09 1,560,905.11 1,551,704.47 1,521,249.74 1,505,779.46 1,486,977.61 1,483,605.58 1,442,369.47 1,432,647.51 1,424,862.45 1,413,096.74 1,390,453.95 Client ID 92237 11380 94687 04035 92597 93519 03638 06485 16667 20958 95041 01894 14412 56897 64802 94533 38778 06551 08662 02101MU 66003 17173 28942 42992 47521 63728 01895 06382 72261 80551 67600 50051 97468 45052 04140 10227 50048 18600 94917 97450 Client Name T/U/D FRANCES H. DITM POTTSTOWN MEDICAL SP T/U/D DATED 2/15/66 FOR KONO FOUNDATION CHESTNUT HILL HOSPITA T/U/D 10/1/68 JULIAN F. GO FRANK L NEWBURGER JR MILK INDUSTRY OFFICE P EATMOR MARKETS EMPL NEW YORK EYE AND EAR PEARL S. BUCK FOUNDAT BINSWANGER CORP MON DADE COMMUNITY FOUN UNITED WAY OF DADE C 1838 401K EQUITY RESIDUARY TRUST U/W F AMERICAN BOARD OF AL RADNOR TOWNSHIP POLI AMERICAN PUBLIC POWE INDEPENDENCE FOUNDA MIAMI CHILDREN'S HOSPI MALCOLM B. JACOBSON THE COMMISSION FOR FO KENDAL AT HANOVER-W BALL FOUNDATION GEORGE H. STEPHENSON BINSWANGER FOUNDATI PLANNED PARENTHOOD GEORGE A. HORMEL II TT DREWRY R. FOX LIVING T TEAMSTERS LOCAL 676 A JAMES W MACKIE TTEE D T/U/W ROSE H. WOLF F/B/ CAROLINE C. KRESSLY TR WILLIAM B. KESSLER ME MARTIN'S RUN LIFE CARE KATHLEEN G LAKE IRREV MARY AND CARL H. LANE ELIZABETH G. HERMELEE T/U/W MORRIS WOLF F/B/ Manager FRED DITTMANN BERNIE BLAIS JAY MCELROY FRED DITTMANN MFB-Block Account FRED DITTMAN FRED DITTMAN JAY MCELROY BERNIE BLAIS LOUIS J ROSATO MFB-Block Account GWG-Block Account LOUIS J ROSATO JTD-Block Account MELYSA GONZALES JAY MCELROY JTD-Block Account LOUIS J ROSATO JOE DOYLE GWG Individual / RHONDA MCNAVISH GWG Individual / PATRICIA J. MYERS RHONDA MCNAVISH SMALL CAP QUASI W FRED DITTMANN GWG-Block Account DEAN WITTER BALAN SMALL CAP QUASI W BERNIE BLAIS MICHAEL BIEMER JAY MCELROY FRED DITTMANN FRED DITTMANN LOUIS J ROSATO PJM-Block Account JAY MCELROY FRED DITTMANN FRED DITTMANN FRED DITTMANN

1838 Institutional Accounts by Market Value 08-Jun-98 Page 5
3/31/98 Market Value 1,386,747.60 1,369,147.89 1,363,176.88 1,348,357.46 1,335,635.39 1,335,625.41 1,327,154.47 1,317,595.28 1,301,832.16 1,269,356.51 1,263,894.46 1,256,970.88 1,247,025.94 1,236,892.69 1,235,508.98 1,201,297.55 1,113,647.89 1,094,810.57 1,094,164.01 1,069,384.23 1,050,244.80 1,023,108.06 980,401.41 943,240.59 929.663.03 Client ID 29052 66589 97788 58700 89265 93292 18559 50050 93406 10150 50052 50069 30959 93244 08129 94918 07333 08726 59639 40210 06552 59407 25771 44067 51524 Client Name ASPLUNDH FOUNDATION PALISANDER FINANCE & H. GATES LLOYD III & JOH TRUST U/W OF EDGAR L. F ESTHER & THOMAS CARP TRUST UNDER WILL FOR JA SCOTT INVESTMENTS, GEORGE C MACKIE JR TT JAMES N BRODERICK AN WILLIAM VAN ALAN CLA TRUSTEE US DTD 08/22/75 THE UNION LEAGUE OF P KENDAL AT OBERLIN-OP T/U/W JOHN HAMPTON BA 1838 I/A SALARIED SAVIN JANE GELLER & MONROE AMERICAN SOCIETY OF N 1838 INVESTMENT ADVIS KENDAL AT HANOVER LI BETTIE SIEGEL FAMILY T RANDNOR TOWNSHIP CIVI KENDAL AT HANOVER-C RORER PROVIDENT TRUS CHURCH OF THE EPIPHAN FRANKFORD LEATHER CO Manager MARCIA ZERCOE BERNIE BLAIS FRED DITTMANN BERNIE BLAIS BERNIE BLAIS FRED DITTMANN TAX SMART - GROUP JAY MCELROY JAY MCELROY FRED DITTMANN JAY MCELROY JOE DOYLE RHONDA MCNAVISH FRED DITTMANN PJM-Special Equit FRED DITTMANN GWG Short Term of HANS van den BERG RHONDA MCNAVISH LOUIS J ROSATO LOUIS J ROSATO LOUIS J ROSATO JAY MCELROY BERNIE BLAIS BERNIE BLAIS

1838 Institutional Accounts by Market Value 08-Jun-98 Page 5
3/31/98 Market Value 1,386,747.60 1,369,147.89 1,363,176.88 1,348,357.46 1,335,635.39 1,335,625.41 1,327,154.47 1,317,595.28 1,301,832.16 1,269,356.51 1,263,894.46 1,256,970.88 1,247,025.94 1,236,892.69 1,235,508.98 1,201,297.55 1,113,647.89 1,094,810.57 1,094,164.01 1,069,384.23 1,050,244.80 1,023,108.06 980,401.41 943,240.59 929.663.03 902,229.76 902,093.95 899,490.21 893,121.46 878,255.78 840,753.76 840,229.73 811,763.59 780,488.26 751,624.95 727,149.56 710,296.72 691,432.97 668,482.39 646,202.67 Client ID 29052 66589 97788 58700 89265 93292 18559 50050 93406 10150 50052 50069 30959 93244 08129 94918 07333 08726 59639 40210 06552 59407 25771 44067 51524 90220 90212 02218 92412 02254 94672 02192 75003 35327 11250 94603 03633 40074 97966 94878 Client Name ASPLUNDH FOUNDATION PALISANDER FINANCE & H. GATES LLOYD III & JOH TRUST U/W OF EDGAR L. F ESTHER & THOMAS CARP TRUST UNDER WILL FOR JA SCOTT INVESTMENTS, GEORGE C MACKIE JR TT JAMES N BRODERICK AN WILLIAM VAN ALAN CLA TRUSTEE US DTD 08/22/75 THE UNION LEAGUE OF P KENDAL AT OBERLIN-OP T/U/W JOHN HAMPTON BA 1838 I/A SALARIED SAVIN JANE GELLER & MONROE AMERICAN SOCIETY OF N 1838 INVESTMENT ADVIS KENDAL AT HANOVER LI BETTIE SIEGEL FAMILY T RANDNOR TOWNSHIP CIVI KENDAL AT HANOVER-C RORER PROVIDENT TRUS CHURCH OF THE EPIPHAN FRANKFORD LEATHER CO MARIO V. MASSIMINI LIVI ELIZABETH C. MASSIMINI ST. ANDREW'S SOCIETY M STEPHEN DITTMANN, FRE ST. ANDREW'S SOCIETY G JAMES DONNELLY MARIT ST. ANDREW'S SOCIETY F RUTH R. SCOTT AND EAR VICKI GREEN & DAVID SN LITTLETON FIRE OLD HIR TRUST U/D OF FRANCIS LI WILLIAM D. BERGER INSU COPELAND SURVEYING P/ TRUST UNDER DEED 11/20 CAROLINE KRESSLY CUS Manager MARCIA ZERCOE BERNIE BLAIS FRED DITTMANN BERNIE BLAIS BERNIE BLAIS FRED DITTMANN TAX SMART - GROUP JAY MCELROY JAY MCELROY FRED DITTMANN JAY MCELROY JOE DOYLE RHONDA MCNAVISH FRED DITTMANN PJM-Special Equit FRED DITTMANN GWG Short Term of HANS van den BERG RHONDA MCNAVISH LOUIS J ROSATO LOUIS J ROSATO LOUIS J ROSATO JAY MCELROY BERNIE BLAIS BERNIE BLAIS BERNIE BLAIS BERNIE BLAIS JAY MCELROY FRED DITTMANN JAY MCELROY TAX SMART-GROUP JAY MCELROY FRED DITTMANN BERNIE BLAIS SMALL CAP QUASI W JAY MCELROY FRED DITTMANN BERNIE BLAIS FRED DITTMANN FRED DITTMANN

1838 Institutional Accounts by Market Value 08-Jun-98 Page 7
3/31/98 Market Value 637,633.26 628,187.50 616,400.65 594,404.76 591,900.24 585,934.39 582,703.76 581,713.24 579,280.21 561,902.72 558,058.43 555,588.03 548,331.30 500,398.50 497,535.08 497,108.19 472,242.98 456,626.70 455,438.86 431,105.02 429,566.32 411,292.40 407,268.05 396.888.64 395,915.98 Client ID 02263 29112 32057 92391 91223 10496 94873 98332 81504 94874 91225 02209 20460 84451 84125 04169 14710 45054 38418 84443 84824 50049 14711 84124 94607 Client Name ST. ANDREW'S SOCIETY S N.A.B.E.T. LOCAL #11 NEW YORK EYE AND EAR THE TRUST UNDER DEED JOHN H. GLICK, TTEE SAR AILEEN K. AND BRIAN L. MATTHEW C. KRESSLY C MARTIAL TRUST FOR ELI KATHRYN J. DONALDSON AMANDA E. KRESSLY CU JOHN H. GLICK, TTEE KAT ST. ANDREW'S SOCIETY M EASTMAN SAVINGS AND U/A DTD 12/27/76 FOR HEL ST. MARY'S CHURCH - ST WILLIAM B. KESSLER ME NELLE W CARLSMITH TR CAROLINE C. KRESSLY SU TEAMSTERS LOCAL 830 M MARGARET AIMEE KEUL PATHOLOGY CONSULTAN KGR FOUNDATION, INC DONN W. CARLSMITH TR ST. MARY'S CHURCH - RE EDITH M. CARLSMITH TR Manager JAY MCELROY MARCIA ZERCOE LOUIS J ROSATO FRED DITTMANN FRED DITTMANN GWG-Block Account FRED DITTMANN FRED DITTMANN BERNIE BLAIS FRED DITTMANN FRED DITTMANN JAY MCELROY SMITH BARNEY LC W FRED DITTMANN FRED DITTMANN LOUIS J ROSATO FRED DITTMANN FRED DITTMANN MARCIA ZERCOE FRED DITTMANN BERNIE BLAIS JAY MCELROY FRED DITTMANN FRED DITTMANN FRED DITTMANN

1838 Institutional Accounts by Market Value 08-Jun-98 Page 7
3/31/98 Market Value 637,633.26 628,187.50 616,400.65 594,404.76 591,900.24 585,934.39 582,703.76 581,713.24 579,280.21 561,902.72 558,058.43 555,588.03 548,331.30 500,398.50 497,535.08 497,108.19 472,242.98 456,626.70 455,438.86 431,105.02 429,566.32 411,292.40 407,268.05 396.888.64 395,915.98 378,301.73 365,014.16 327,374.17 314,009.19 299,121.14 290,129.96 289,460.76 266,758.76 266,209.43 249,441.83 248,670.98 242,298.51 241,052.25 221,137.72 215,940.76 Client ID 02263 29112 32057 92391 91223 10496 94873 98332 81504 94874 91225 02209 20460 84451 84125 04169 14710 45054 38418 84443 84824 50049 14711 84124 94607 98331 94911 30900 66002 83919 44042 85750 83952 96247 96243 17461 84832 72004 95038 97135 Client Name ST. ANDREW'S SOCIETY S N.A.B.E.T. LOCAL #11 NEW YORK EYE AND EAR THE TRUST UNDER DEED JOHN H. GLICK, TTEE SAR AILEEN K. AND BRIAN L. MATTHEW C. KRESSLY C MARTIAL TRUST FOR ELI KATHRYN J. DONALDSON AMANDA E. KRESSLY CU JOHN H. GLICK, TTEE KAT ST. ANDREW'S SOCIETY M EASTMAN SAVINGS AND U/A DTD 12/27/76 FOR HEL ST. MARY'S CHURCH - ST WILLIAM B. KESSLER ME NELLE W CARLSMITH TR CAROLINE C. KRESSLY SU TEAMSTERS LOCAL 830 M MARGARET AIMEE KEUL PATHOLOGY CONSULTAN KGR FOUNDATION, INC DONN W. CARLSMITH TR ST. MARY'S CHURCH - RE EDITH M. CARLSMITH TR FAMILY TRUST FOR ELISE CAROLINE KRESSLY TRU KENDAL AT OBERLIN-BO MIAMI CHILDREN'S HOSPI U/A DTD 12/19/79 FOR AND CHURCH OF THE EPIPHAN U/A DTD 12/30/89 FOR MO E.C. STYBERG DEFINED B METHODIST HOSPITAL DI METHODIST HOSPITAL DI KAELEMAKULE TRUST PATHOLOGY CONSULTAN EARL S. SCOTT TRUST DA JOAN S. STEELE REVOCA MARGARET Y K ODA, TRU Manager JAY MCELROY MARCIA ZERCOE LOUIS J ROSATO FRED DITTMANN FRED DITTMANN GWG-Block Account FRED DITTMANN FRED DITTMANN BERNIE BLAIS FRED DITTMANN FRED DITTMANN JAY MCELROY SMITH BARNEY LC W FRED DITTMANN FRED DITTMANN LOUIS J ROSATO FRED DITTMANN FRED DITTMANN MARCIA ZERCOE FRED DITTMANN BERNIE BLAIS JAY MCELROY FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN RHONDA MCNAVISH RHONDA MCNAVISH FRED DITTMANN BERNIE BLAIS FRED DITTMANN LOUIS J ROSATO RHONDA MCNAVISH MARCIA ZERCOE FRED DITTMANN BERNIE BLAIS FRED DITTMANN FRED DITTMANN FRED DITTMANN

1838 Institutional Accounts by Market Value 08-Jun-98 Page 8
3/31/98 Market Value 215,802.36 215,801.41 215,791.41 215,782.58 215,767.80 202,761.64 199,684.00 199,586.48 197,833.60 173,882.65 114,314.35 69,836.83 8,572.24 3,231.52 Client ID 97130 97134 97133 97131 97132 01415 72003 92990 50066 95037 96242 06349 96244 30926 02227 07368 12002 14039 14040 21061 21062 21074 21075 26529 Client Name HAROLD T. KURISU, TRUS GEORGE I. KURISU TRUST HARUKO K. YOSHINA, TR ALBERT G. KURISU, TRUS HATSUKO K. TANAKA TR CBWC&I PROFIT SHARING THE ESTATE OF DR. EARL T/U/D DATED 2/6/59 FOR W THE UNION LEAGUE OF P RICHARD STEELE REVOC METHODIST HOSPITAL FO 1838 INVESTMENT ADVIS METHODIST HOSPITAL DI KENDAL AT OBERLIN-CO ST. ANDREW'S SOCIETY RIVERSIDE MEDICAL CEN PROVIDENT MUTUAL LIF T/U/W JOHN J. SERRELL N NON QTTP FAMILY T/U/W J ELLIOT COOPERMAN PRO MIRIAM COOPERMAN PR ALAN LEAVITT TRUST #2 DAVID LEAVITT TRUST #2 MARKET STREET FUND N Manager FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN JAY MCELROY JOE DOYLE FRED DITTMANN RHONDA MCNAVISH MARCIA ZERCOE RHONDA MCNAVISH RHONDA MCNAVISH JAY MCELROY ED POWELL ED POWELL PATRICIA J. MYERS PATRICAI J. MYERS JOHN LISLE JOHN LISLE SMALL CAP QUASI W SMALL CAP QUASI W ED POWELL

1838 Institutional Accounts by Market Value 08-Jun-98 Page 8
3/31/98 Market Value 215,802.36 215,801.41 215,791.41 215,782.58 215,767.80 202,761.64 199,684.00 199,586.48 197,833.60 173,882.65 114,314.35 69,836.83 8,572.24 3,231.52 Client ID 97130 97134 97133 97131 97132 01415 72003 92990 50066 95037 96242 06349 96244 30926 02227 07368 12002 14039 14040 21061 21062 21074 21075 26529 31176 35334 35533 35536 60005ST 71198 94747 99183 99246 Client Name HAROLD T. KURISU, TRUS GEORGE I. KURISU TRUST HARUKO K. YOSHINA, TR ALBERT G. KURISU, TRUS HATSUKO K. TANAKA TR CBWC&I PROFIT SHARING THE ESTATE OF DR. EARL T/U/D DATED 2/6/59 FOR W THE UNION LEAGUE OF P RICHARD STEELE REVOC METHODIST HOSPITAL FO 1838 INVESTMENT ADVIS METHODIST HOSPITAL DI KENDAL AT OBERLIN-CO ST. ANDREW'S SOCIETY RIVERSIDE MEDICAL CEN PROVIDENT MUTUAL LIF T/U/W JOHN J. SERRELL N NON QTTP FAMILY T/U/W J ELLIOT COOPERMAN PRO MIRIAM COOPERMAN PR ALAN LEAVITT TRUST #2 DAVID LEAVITT TRUST #2 MARKET STREET FUND N LANA ROSEN FIELD TRUS RIVERSIDE FOUNDATION RIVERSIDE FOUNDATION OAKSIDE CORPORATION PA MEDICAL SOCIETY LIA CAPITAL GROUWTH PORTF STAFFORD SAVINS BAN ALLIANCE LAUNDRY SYS JAY D. ZINGG LIVING TRU Manager FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN FRED DITTMANN JAY MCELROY JOE DOYLE FRED DITTMANN RHONDA MCNAVISH MARCIA ZERCOE RHONDA MCNAVISH RHONDA MCNAVISH JAY MCELROY ED POWELL ED POWELL PATRICIA J. MYERS PATRICAI J. MYERS JOHN LISLE JOHN LISLE SMALL CAP QUASI W SMALL CAP QUASI W ED POWELL SMALL CAP QUASI W CINDY AXELROD CINDY AXELROD CINDY AXELROD JOHN DONALDSON LOUIS J ROSATO JOHN DONALDSON ED POWELL SMALL CAP QUASI W

----------------$4,173,252,508.58 =================

BANK ACCOUNTS 1838 Investment Advisors, L.P.
First Union Bank Contact - Mary Albanese (215) 973-8174 Checking Account No. 0105-2312

First Union Bank Contact - Steve Fluta (215) 973-1449

Custody Account No. 06349-00-J

1838 Investment Advisors, Inc. Merrill Lynch CMA Account No. 64M-07N92 Contact - Donna Schuck (215) 587-4726

1838 INVESTMENT ADVISORS
12/31/93 1/1/94 12/31/94 1/1/95 12/31/95 1/

BANK ACCOUNTS 1838 Investment Advisors, L.P.
First Union Bank Contact - Mary Albanese (215) 973-8174 Checking Account No. 0105-2312

First Union Bank Contact - Steve Fluta (215) 973-1449

Custody Account No. 06349-00-J

1838 Investment Advisors, Inc. Merrill Lynch CMA Account No. 64M-07N92 Contact - Donna Schuck (215) 587-4726

1838 INVESTMENT ADVISORS
12/31/93 SHARES 210300 103000 66000 24000 23500 20500 15000 16000 7000 10500 13000 17000 1/1/94 REDIST -1000 -4000 -12000 1000 1500 2000 2000 2000 2000 1500 12/31/94 SHARES 209300 99000 54000 25000 25000 22500 17000 16000 9000 10500 15000 18500 0 0 0 1000 0 2000 2000 27000 0 0 1500 0 0 0 0 530000 1/1/95 REDIST -1000 -8000 -54000 15000 15000 11000 8000 2000 2500 5000 12/31/95 SHARES 208300 91000 0 40000 40000 33500 25000 16000 11000 13000 20000 18500 0 0 2000 2000 0 2000 3000 2700 0 0 500 1500 0 0 0 0 53000 1/ RE Retired 3

BROWN, W. Thacher MCELROY, John J. BALOG, James GEPHART, George W. SPRINGROSE, John MYERS, Patrica J. DOYLE, Joseph T., Jr. BEIMER, Michael F. DITTMANN, Frederic N. DONALDSON, John H. TYRE, Steve BARRY, Kevin ZERCOE, Marcia VAN DEN BERG, Hans POWELL, Edward HERZ, Robert AXELROD, Cynthia R. LIEB, Amy B. EGAN, Kenneth A. TETLEY, Nancy KEPES, Stephen D. CLANCY, J. Barron GUTHRIE, Holly BENCROWSKY, Anna Marie CONSIDINE, Tom MOORE, James E., III WHITE, Denise E. MCNAVISH, Rhonda

2

-20 7 3 2 1 1 1

1000 2000 2000 2700

2000 1000

1000

500 1500

530000 Shares Purchased Price per share 6/30/96 SALE BROWN, W. Thacher MCELROY, John J. BALOG, James GEPHART, George W. SPRINGROSE, John MYERS, Patrica J. DOYLE, Joseph T., Jr. BEIMER, Michael F. DITTMANN, Frederic N. DONALDSON, John H. TYRE, Steve BARRY, Kevin 12/31/96 SHARES 280300 90200 0 40000 43000 33500 25000 18000 11000 13000 0 18500

0 17000 33.17 1/1/97 REDIST -10000 10000 4000 4000 -2000 2000

0 62000 28.17 3/31/97 SALE

28 31 12/31/97 SHARES 208,300 80,200 50,000 47,000 37,500 25,000 16,000 13,000 13,000

Resigned on 1/1/96 -18500 Resi

1838 INVESTMENT ADVISORS
12/31/93 SHARES 210300 103000 66000 24000 23500 20500 15000 16000 7000 10500 13000 17000 1/1/94 REDIST -1000 -4000 -12000 1000 1500 2000 2000 2000 2000 1500 12/31/94 SHARES 209300 99000 54000 25000 25000 22500 17000 16000 9000 10500 15000 18500 0 0 0 1000 0 2000 2000 27000 0 0 1500 0 0 0 0 530000 1/1/95 REDIST -1000 -8000 -54000 15000 15000 11000 8000 2000 2500 5000 12/31/95 SHARES 208300 91000 0 40000 40000 33500 25000 16000 11000 13000 20000 18500 0 0 2000 2000 0 2000 3000 2700 0 0 500 1500 0 0 0 0 53000 1/ RE Retired 3

BROWN, W. Thacher MCELROY, John J. BALOG, James GEPHART, George W. SPRINGROSE, John MYERS, Patrica J. DOYLE, Joseph T., Jr. BEIMER, Michael F. DITTMANN, Frederic N. DONALDSON, John H. TYRE, Steve BARRY, Kevin ZERCOE, Marcia VAN DEN BERG, Hans POWELL, Edward HERZ, Robert AXELROD, Cynthia R. LIEB, Amy B. EGAN, Kenneth A. TETLEY, Nancy KEPES, Stephen D. CLANCY, J. Barron GUTHRIE, Holly BENCROWSKY, Anna Marie CONSIDINE, Tom MOORE, James E., III WHITE, Denise E. MCNAVISH, Rhonda

2

-20 7 3 2 1 1 1

1000 2000 2000 2700

2000 1000

1000

500 1500

530000 Shares Purchased Price per share 6/30/96 SALE BROWN, W. Thacher MCELROY, John J. BALOG, James GEPHART, George W. SPRINGROSE, John MYERS, Patrica J. DOYLE, Joseph T., Jr. BEIMER, Michael F. DITTMANN, Frederic N. DONALDSON, John H. TYRE, Steve BARRY, Kevin ZERCOE, Marcia VAN DEN BERG, Hans POWELL, Edward HERZ, Robert AXELROD, Cynthia R. LIEB, Amy B. EGAN, Kenneth A. TETLEY, Nancy KEPES, Stephen D. CLANCY, J. Barron GUTHRIE, Holly BENCROWSKY, Anna Marie CONSIDINE, Tom MOORE, James E., III WHITE, Denise E. MCNAVISH, Rhonda 12/31/96 SHARES 280300 90200 0 40000 43000 33500 25000 18000 11000 13000 0 18500 7000 3000 4000 3000 1000 3000 3000 2700 500 0 0 1500 0 0 0 0 529200

0 17000 33.17 1/1/97 REDIST -10000 10000 4000 4000 -2000 2000

0 62000 28.17 3/31/97 SALE

28 31 12/31/97 SHARES 208,300 80,200 50,000 47,000 37,500 25,000 16,000 13,000 13,000

Resigned on 1/1/96 -18500 2000 3000 1000 1000 1500 9,000 6,000 5,000 4,000 2,500 3,000 3,000 2,700 1,500 1,000 1,800 1,000 500 0 0 531,000 Resi

800

1000 1000 Resigned on 6/30/96 300 1000 500

800 Shares Purchased Price per share

20300 32300 36.25

-18500

01/07/98

EXHIBIT A 1838 INVESTMENT ADVISORS, INC.
Current Shareholder List Dated as of June 12, 1998 ================================================================================ Name Number of Shares Percentage ================================================================================ Axelrod, Cynthia R. 3,500 .63% Bencrowsky, Anna M. 2,000 .36% Biemer, Michael F. 16,000 2.87% Brown, W. Thacher 208,300 37.32% Clancy, J. Barron 3,000 .54% Considine, Thomas A. 1,500 .27% Dittmann, Frederic N. 14,000 2.51% Donaldson, John H. 13,500 2.42% Doyle, Jr. Joseph T. 28,000 5.02% Egan, Kenneth A. 3,000 .54% Gephart, Jr. George W. 55,000 9.85% Herz, Robert W. 5,000 .90% Kepes, Stephen D. 3,000 .54% Lieb, Amy B. 3,000 .54% McElroy, John J. 80,200 14.37% McNavish, Rhonda 500 .09% Moore, III, James E. 1,000 .18% Myers, Patricia J. 40,500 7.26% Powell, Edwin P. 6,000 1.07% Springrose, John H. 52,000 9.32% Tetley, Nancy W. 2,700 .48% Van Den Berg, Hans 9,000 1.61% White, Denise E. 500 .09% Zercoe, Marcia 7,000 1.25% -------------------------------------------------------------------------------Former Shareholders ================================================================================ Name Number of Shares ================================================================================ Guthrie, Holly 800 Vitale, Robert J. 45,000 Shute, Edward L. 16,000 Echevarria, Joan 2,500 Barry, Kevin 18,500 Tyre, Steve 20,000 Balog, James 70,000 --------------------------------------------------------------------------------

EXHIBIT A-1 1838 INVESTMENT ADVISORS, INC. Nonsoliciting Shareholder List W. Thacher Brown John J. McElroy George W. Gephart John Springrose Patricia J. Myers Joseph T. Doyle, Jr. Michael F. Biemer Frederick N. Dittmann

EXHIBIT A-1 1838 INVESTMENT ADVISORS, INC. Nonsoliciting Shareholder List W. Thacher Brown John J. McElroy George W. Gephart John Springrose Patricia J. Myers Joseph T. Doyle, Jr. Michael F. Biemer Frederick N. Dittmann John H. Donaldson Hans Van Den Berg Edward Powell

EXHIBIT B PLAN OF MERGER [TO BE FILED WITH THE DELWARE SECRETARY OF STATE, AFTER CLOSING] CERTIFICATE OF MERGER In accordance with Section 251 of the Delaware General Corporation Law, this Certificate of Merger, dated as of [_____________], 1998 is executed by 1838 Investment Advisors, Inc., a Delaware corporation and MBIA Acquisition, Inc. a Delaware corporation. 1. MBIA Acquisition, Inc., (the "Merging Corporation") and 1838 Investment Advisors, Inc. have, in accordance with Section 251 of the Delaware General Corporation Law, approved, adopted, certified, executed and acknowledged an agreement and plan of merger dated as of June 19, 1998 (the "Agreement"), pursuant to which 1838 Investment Advisors, Inc., (hereinafter the "Surviving Corporation") is the surviving corporation. 2. The certificate of incorporation of 1838 Investment Advisors, Inc. shall be the certificate of incorporation of the Surviving Corporation. 3. The Agreement is on file at the Surviving Corporation's principal place of business which is located at Radnor Corporate Center, Suite 320, Radnor, PA 19807. 4. The Surviving Corporation will furnish, free of charge, to any stockholder of the Surviving Corporation or of the Merging Corporation a copy of the executed agreement and plan of merger. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 1838 INVESTMENT ADVISORS, INC. By ________________________________ Its ______________________________ MBIA ACQUISITION, INC. By ________________________________ Its ______________________________

EXHIBIT B PLAN OF MERGER [TO BE FILED WITH THE DELWARE SECRETARY OF STATE, AFTER CLOSING] CERTIFICATE OF MERGER In accordance with Section 251 of the Delaware General Corporation Law, this Certificate of Merger, dated as of [_____________], 1998 is executed by 1838 Investment Advisors, Inc., a Delaware corporation and MBIA Acquisition, Inc. a Delaware corporation. 1. MBIA Acquisition, Inc., (the "Merging Corporation") and 1838 Investment Advisors, Inc. have, in accordance with Section 251 of the Delaware General Corporation Law, approved, adopted, certified, executed and acknowledged an agreement and plan of merger dated as of June 19, 1998 (the "Agreement"), pursuant to which 1838 Investment Advisors, Inc., (hereinafter the "Surviving Corporation") is the surviving corporation. 2. The certificate of incorporation of 1838 Investment Advisors, Inc. shall be the certificate of incorporation of the Surviving Corporation. 3. The Agreement is on file at the Surviving Corporation's principal place of business which is located at Radnor Corporate Center, Suite 320, Radnor, PA 19807. 4. The Surviving Corporation will furnish, free of charge, to any stockholder of the Surviving Corporation or of the Merging Corporation a copy of the executed agreement and plan of merger. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 1838 INVESTMENT ADVISORS, INC. By ________________________________ Its ______________________________ MBIA ACQUISITION, INC. By ________________________________ Its ______________________________

EXHIBIT C FURNITURE, FIXTURES AND EQUIPMENT Please see Disclosure Schedule.

EXHIBIT D CUSTOMER CONTRACTS Please see Disclosure Schedule.

EXHIBIT E SELLING STOCKHOLDER LETTER _____________, 19___

EXHIBIT C FURNITURE, FIXTURES AND EQUIPMENT Please see Disclosure Schedule.

EXHIBIT D CUSTOMER CONTRACTS Please see Disclosure Schedule.

EXHIBIT E SELLING STOCKHOLDER LETTER _____________, 19___ Name of Stockholder MBIA Inc. 113 King Street Armonk, NY 10504 Ladies and Gentlemen: I am a stockholder of 1838 Investment Advisors, Inc. ("1838"). Pursuant to the terms of the Agreement and Plan of Merger dated as of June ____, 1998 (the "Merger Agreement") among 1838, MBIA Inc ("MBIA") and MBIA Acquisition, Inc. ("Acquisition"), Acquisition will be merged with and into 1838 in a transaction (the "Merger") in which I will receive shares of $1.00 par value common stock of MBIA (the "Shares") pursuant to the terms of the Merger Agreement. In connection with the Merger, I represent and warrant to, and agree with, MBIA that: 1. I have carefully read this Selling Stockholder Letter and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of the Shares, to the extent I felt necessary, with my counsel or counsel for 1838. 2. I have carefully read the Merger Agreement relating to the Merger and discussed its requirements and its impact upon my ability to sell, transfer or otherwise dispose of the shares, to the extent I felt necessary, with my counsel or counsel for 1838. 3. I have been informed by MBIA that the distribution by me of the Shares has not been registered under the Act and that the Shares must be held by me indefinitely unless (i) such distribution of the Shares has been registered under the Securities Act of 1933 (the "Act"), (ii) a sale of the Shares is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Act (and otherwise in accordance with Rule 144 under the Act if I am an affiliate of MBIA and if so required at the time) or (iii) some other exemption from registration is available with respect to any such proposed sale, transfer or other disposition of the Shares. I agree that I will not make any sale, transfer or other disposition of the Shares in violation of the Act or the rules and regulations of the Commission thereunder. 4. I understand that MBIA is under no obligation to register the sale, transfer or other disposition of the Shares by me or on my behalf or to take any other action necessary in order to make compliance with an exemption from registration available, except for MBIA's 1

EXHIBIT D CUSTOMER CONTRACTS Please see Disclosure Schedule.

EXHIBIT E SELLING STOCKHOLDER LETTER _____________, 19___ Name of Stockholder MBIA Inc. 113 King Street Armonk, NY 10504 Ladies and Gentlemen: I am a stockholder of 1838 Investment Advisors, Inc. ("1838"). Pursuant to the terms of the Agreement and Plan of Merger dated as of June ____, 1998 (the "Merger Agreement") among 1838, MBIA Inc ("MBIA") and MBIA Acquisition, Inc. ("Acquisition"), Acquisition will be merged with and into 1838 in a transaction (the "Merger") in which I will receive shares of $1.00 par value common stock of MBIA (the "Shares") pursuant to the terms of the Merger Agreement. In connection with the Merger, I represent and warrant to, and agree with, MBIA that: 1. I have carefully read this Selling Stockholder Letter and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of the Shares, to the extent I felt necessary, with my counsel or counsel for 1838. 2. I have carefully read the Merger Agreement relating to the Merger and discussed its requirements and its impact upon my ability to sell, transfer or otherwise dispose of the shares, to the extent I felt necessary, with my counsel or counsel for 1838. 3. I have been informed by MBIA that the distribution by me of the Shares has not been registered under the Act and that the Shares must be held by me indefinitely unless (i) such distribution of the Shares has been registered under the Securities Act of 1933 (the "Act"), (ii) a sale of the Shares is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Act (and otherwise in accordance with Rule 144 under the Act if I am an affiliate of MBIA and if so required at the time) or (iii) some other exemption from registration is available with respect to any such proposed sale, transfer or other disposition of the Shares. I agree that I will not make any sale, transfer or other disposition of the Shares in violation of the Act or the rules and regulations of the Commission thereunder. 4. I understand that MBIA is under no obligation to register the sale, transfer or other disposition of the Shares by me or on my behalf or to take any other action necessary in order to make compliance with an exemption from registration available, except for MBIA's 1

customary procedures in connection with sales of its stock in conformity with Rule 145. By accepting this Selling Stockholder Letter, MBIA agrees to exert its best efforts to timely file with the Commission all of the reports it is required to file under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). 5. I also understand that, unless a transfer of Shares is a sale made in conformity with the provisions of Rule 145,

EXHIBIT E SELLING STOCKHOLDER LETTER _____________, 19___ Name of Stockholder MBIA Inc. 113 King Street Armonk, NY 10504 Ladies and Gentlemen: I am a stockholder of 1838 Investment Advisors, Inc. ("1838"). Pursuant to the terms of the Agreement and Plan of Merger dated as of June ____, 1998 (the "Merger Agreement") among 1838, MBIA Inc ("MBIA") and MBIA Acquisition, Inc. ("Acquisition"), Acquisition will be merged with and into 1838 in a transaction (the "Merger") in which I will receive shares of $1.00 par value common stock of MBIA (the "Shares") pursuant to the terms of the Merger Agreement. In connection with the Merger, I represent and warrant to, and agree with, MBIA that: 1. I have carefully read this Selling Stockholder Letter and discussed its requirements and other applicable limitations upon the sale, transfer or other disposition of the Shares, to the extent I felt necessary, with my counsel or counsel for 1838. 2. I have carefully read the Merger Agreement relating to the Merger and discussed its requirements and its impact upon my ability to sell, transfer or otherwise dispose of the shares, to the extent I felt necessary, with my counsel or counsel for 1838. 3. I have been informed by MBIA that the distribution by me of the Shares has not been registered under the Act and that the Shares must be held by me indefinitely unless (i) such distribution of the Shares has been registered under the Securities Act of 1933 (the "Act"), (ii) a sale of the Shares is made in conformity with the volume and other limitations of Rule 145 promulgated by the Securities and Exchange Commission (the "Commission") under the Act (and otherwise in accordance with Rule 144 under the Act if I am an affiliate of MBIA and if so required at the time) or (iii) some other exemption from registration is available with respect to any such proposed sale, transfer or other disposition of the Shares. I agree that I will not make any sale, transfer or other disposition of the Shares in violation of the Act or the rules and regulations of the Commission thereunder. 4. I understand that MBIA is under no obligation to register the sale, transfer or other disposition of the Shares by me or on my behalf or to take any other action necessary in order to make compliance with an exemption from registration available, except for MBIA's 1

customary procedures in connection with sales of its stock in conformity with Rule 145. By accepting this Selling Stockholder Letter, MBIA agrees to exert its best efforts to timely file with the Commission all of the reports it is required to file under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). 5. I also understand that, unless a transfer of Shares is a sale made in conformity with the provisions of Rule 145, or is made pursuant to a registration statement under the Act, stop transfer instructions will be given to MBIA's transfer agent(s) with respect to the Shares and that there will be placed on the certificate for the Shares, or any substitutions therefore, a legend stating in substance: "The Shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933, as amended (the "Act"), applies and may be sold or otherwise transferred only in compliance with the limitations of such Rule 145, or pursuant to an effective registration statement or exemption

customary procedures in connection with sales of its stock in conformity with Rule 145. By accepting this Selling Stockholder Letter, MBIA agrees to exert its best efforts to timely file with the Commission all of the reports it is required to file under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). 5. I also understand that, unless a transfer of Shares is a sale made in conformity with the provisions of Rule 145, or is made pursuant to a registration statement under the Act, stop transfer instructions will be given to MBIA's transfer agent(s) with respect to the Shares and that there will be placed on the certificate for the Shares, or any substitutions therefore, a legend stating in substance: "The Shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933, as amended (the "Act"), applies and may be sold or otherwise transferred only in compliance with the limitations of such Rule 145, or pursuant to an effective registration statement or exemption from registration under the Act" 6. I have not, within the 30 days prior to the date hereof, sold, transferred or otherwise disposed of, or reduced my relative risk to, any shares of 1838 or MBIA capital stock beneficially owned by me and, notwithstanding the other provisions hereof, I will not sell, transfer, or otherwise dispose of, or reduce my risk relative to, any Shares received by me in the Merger or any other shares of MBIA capital stock which I may beneficially own until after such time as financial results covering at least 30 days of post-Merger combined operations of MBIA and 1838 have been published by MBIA, in the form of a quarterly earnings report, an effective registration statement filed with the Commission, a report to be Commission on Form 10-K, 10-Q or 8-K or other public filing or announcement which includes the combined financial results of operations. I understand that, until such time, MBIA may refuse to register such transfer and that stop transfer instructions will be given to MBIA's transfer agent(s) with respect to the Shares or such other shares of MBIA capital stock. 9. I hereby waive any and all transfer restrictions set out in Article 7 of the Stockholders' Agreement (as defined in the Merger Agreement) including, without limitation, rights of first refusal and consent to the participation in the Merger of the other 1838 stockholders. It is understood and agreed that this Selling Stockholder Letter shall terminate and be of no further force and effect and the legend set forth in paragraph 5 above shall be removed by delivery of substitute certificates without such legend if the period of time specified in paragraph 7 above has passed and MBIA shall have received a letter form the staff of the Commission, or an opinion of counsel acceptable to MBIA, to the effect that the stock transfer instructions and the legend are not required for purposes of the Securities Act. Very truly yours, 2

Accepted as of the ____ day of _______________, 19 ______ MBIA Inc. By _______________________ 3 EXECUTION COPY

CREDIT AGREEMENT among MBIA INC.,

Accepted as of the ____ day of _______________, 19 ______ MBIA Inc. By _______________________ 3 EXECUTION COPY

CREDIT AGREEMENT among MBIA INC., MBIA INSURANCE CORPORATION, VARIOUS DESIGNATED BORROWERS, VARIOUS LENDING INSTITUTIONS, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, THE FIRST NATIONAL BANK OF CHICAGO, AS SYNDICATION AGENT and FLEET NATIONAL BANK, AS DOCUMENTATION AGENT Dated as of August 28, 1998 $200,000,000

TABLE OF CONTENTS Page SECTION 1. Amount and Terms of Credit............................... 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 Commitment............................................... Minimum Borrowing Amounts, etc........................... Notice of Borrowing of Revolving Loans................... Competitive Bid Borrowings............................... Disbursement of Funds.................................... Notes ............................................... Conversions.............................................. Pro Rata Borrowings, etc................................. Interest ............................................... Interest Periods......................................... Increased Costs, Illegality, etc......................... Compensation............................................. Change of Lending Office................................. Replacement of Lenders................................... Recommitment; Replacement of Non-Continuing Lender ...... Additional Commitments .................................. 1 1 1 2 2 4 5 5 5 6 7 8 10 10 10 11 12

EXECUTION COPY

CREDIT AGREEMENT among MBIA INC., MBIA INSURANCE CORPORATION, VARIOUS DESIGNATED BORROWERS, VARIOUS LENDING INSTITUTIONS, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, THE FIRST NATIONAL BANK OF CHICAGO, AS SYNDICATION AGENT and FLEET NATIONAL BANK, AS DOCUMENTATION AGENT Dated as of August 28, 1998 $200,000,000

TABLE OF CONTENTS Page SECTION 1. Amount and Terms of Credit............................... 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 Commitment............................................... Minimum Borrowing Amounts, etc........................... Notice of Borrowing of Revolving Loans................... Competitive Bid Borrowings............................... Disbursement of Funds.................................... Notes ............................................... Conversions.............................................. Pro Rata Borrowings, etc................................. Interest ............................................... Interest Periods......................................... Increased Costs, Illegality, etc......................... Compensation............................................. Change of Lending Office................................. Replacement of Lenders................................... Recommitment; Replacement of Non-Continuing Lender ...... Additional Commitments .................................. Designated Borrowers .................................... Retroactivity ........................................... 1 1 1 2 2 4 5 5 5 6 7 8 10 10 10 11 12 12 13 13 13 14 14 14 14 14

SECTION 2. Fees; Commitments ....................................... 2.01 Fees - .................................................. 2.02 Voluntary Reduction of Commitments ...................... 2.03 Mandatory Reduction of Commitments ...................... SECTION 3. Payments ................................................ 3.01 Voluntary Prepayments ................................... 3.02 Mandatory Prepayments ...................................

TABLE OF CONTENTS Page SECTION 1. Amount and Terms of Credit............................... 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 Commitment............................................... Minimum Borrowing Amounts, etc........................... Notice of Borrowing of Revolving Loans................... Competitive Bid Borrowings............................... Disbursement of Funds.................................... Notes ............................................... Conversions.............................................. Pro Rata Borrowings, etc................................. Interest ............................................... Interest Periods......................................... Increased Costs, Illegality, etc......................... Compensation............................................. Change of Lending Office................................. Replacement of Lenders................................... Recommitment; Replacement of Non-Continuing Lender ...... Additional Commitments .................................. Designated Borrowers .................................... Retroactivity ........................................... 1 1 1 2 2 4 5 5 5 6 7 8 10 10 10 11 12 12 13 13 13 14 14 14 14 14 15 15 18 18 19 20 20 20

SECTION 2. Fees; Commitments ....................................... 2.01 Fees - .................................................. 2.02 Voluntary Reduction of Commitments ...................... 2.03 Mandatory Reduction of Commitments ...................... SECTION 3. Payments ................................................ 3.01 3.02 3.03 3.04 Voluntary Prepayments ................................... Mandatory Prepayments ................................... Method and Place of Payment ............................. Net Payments ............................................

SECTION 4. Conditions Precedent .................................... 4.01 Conditions Precedent to Effective Date .................. 4.02 Conditions Precedent to Loans ........................... SECTION 5. Representations, Warranties and Agreements .............. 5.01 Corporate Existence and Power 5.02 Corporate and Governmental Authorization; No Contravention ....................................... (i)

5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17

Binding Effect .......................................... Financial Information ................................... Litigation .............................................. Compliance with ERISA ................................... Taxes ................................................... Subsidiaries ............................................ Not an Investment Company ............................... Public Utility Holding Company Act ...................... Ownership of Property; Liens ............................ No Default .............................................. Full Disclosure ......................................... Compliance with Laws .................................... Capital Stock .......................................... Margin Stock ........................................... Insolvency .............................................

20 20 21 21 21 21 21 22 22 22 22 22 22 22 22 23 23 24 25 25 25

SECTION 6. Affirmative Covenants ................................... 6.01 6.02 6.03 6.04 6.05 Information Covenants .................................. Books, Records and Inspections .......................... Maintenance of Existence ................................ Compliance with Laws; Payment of Taxes .................. Insurance ...............................................

5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17

Binding Effect .......................................... Financial Information ................................... Litigation .............................................. Compliance with ERISA ................................... Taxes ................................................... Subsidiaries ............................................ Not an Investment Company ............................... Public Utility Holding Company Act ...................... Ownership of Property; Liens ............................ No Default .............................................. Full Disclosure ......................................... Compliance with Laws .................................... Capital Stock .......................................... Margin Stock ........................................... Insolvency .............................................

20 20 21 21 21 21 21 22 22 22 22 22 22 22 22 23 23 24 25 25 25 25 25 25 26 26 26 26 26 26 26 27 27 29 29 38 38 38 39

SECTION 6. Affirmative Covenants ................................... 6.01 6.02 6.03 6.04 6.05 6.06 Information Covenants .................................. Books, Records and Inspections .......................... Maintenance of Existence ................................ Compliance with Laws; Payment of Taxes .................. Insurance ............................................... Maintenance of Property .................................

SECTION 7. Negative Covenants ...................................... 7.01 7.02 7.03 7.04 7.05 7.06 7.07 7.08 Liens ................................................... Dissolution ............................................. Consolidations, Mergers and Sales of Assets ............. Use of Proceeds ........................................ Change in Fiscal Year .................................. Transactions with Affiliates ........................... Leverage Ratio ......................................... Minimum Net Worth ......................................

SECTION 8. Defaults ................................................ 8.01 Events of Default ....................................... 8.02 Notice of Default ....................................... SECTION 9. Definitions ............................................. SECTION 10. Agents, etc ............................................ 10.01 Appointment ............................................ 10.02 Nature of Duties ....................................... 10.03 Lack of Reliance on the Agents ......................... (ii)

10.04 10.05 10.06 10.07 10.08 10.09 10.10

Certain Rights of the Agents ........................... Reliance ............................................... Indemnification ........................................ The Agents in Their Individual Capacities .............. Holders ................................................ Resignation by an Agent ................................ Documentation Agent ....................................

39 39 39 40 40 40 41 41 41 41 42 42 43 43 44 44 45 45 45

SECTION 11. Miscellaneous .......................................... 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 Payment of Expenses, etc ............................... Lender Enforceability Opinions ......................... Notices ................................................ Benefit of Agreement ................................... No Waiver; Remedies Cumulative ......................... Payments Pro Rata ...................................... Calculations; Computations ............................. Governing Law; Submission to Jurisdiction-, Venue; Waiver of Jury Trial ........................... 11.09 Counterparts ........................................... 11.10 Headings Descriptive ................................... 11.11 Amendment or Waiver ...................................

10.04 10.05 10.06 10.07 10.08 10.09 10.10

Certain Rights of the Agents ........................... Reliance ............................................... Indemnification ........................................ The Agents in Their Individual Capacities .............. Holders ................................................ Resignation by an Agent ................................ Documentation Agent ....................................

39 39 39 40 40 40 41 41 41 41 42 42 43 43 44 44 45 45 45 46 46 46 46

SECTION 11. Miscellaneous .......................................... 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 11.09 11.10 11.11 11.12 11.13 11.14 11.15 ANNEX I ANNEX II ANNEX III EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT A-1 A-2 B-1 B-2 C D E F G H I J K L Payment of Expenses, etc ............................... Lender Enforceability Opinions ......................... Notices ................................................ Benefit of Agreement ................................... No Waiver; Remedies Cumulative ......................... Payments Pro Rata ...................................... Calculations; Computations ............................. Governing Law; Submission to Jurisdiction-, Venue; Waiver of Jury Trial ........................... Counterparts ........................................... Headings Descriptive ................................... Amendment or Waiver ................................... Survival ............................................... Domicile of Loans ...................................... Confidentiality ........................................ Lender Register ........................................ -----------------Commitments Lender Addresses Subsidiaries Form Form Form Form Form Form Form Form Form Form Form Form Form Form of of of of of of of of of of of of of of Notice of Borrowing Notice of Competitive Bid Borrowing Revolving Note Competitive Bid Note Section 3.04 Certificate Opinion of General Counsel to Borrowers Officers' Certificate Financial Guaranty Insurance Policy Assignment Agreement Commitment Assumption Agreement DB Assumption Agreement Lender's Opinions Opinion of Designated Borrower's Counsel Opinion of Counsel to Corp.

(iii)

CREDIT AGREEMENT, dated as of August 28, 1998, among MBIA INC. ("Parent"), a Connecticut corporation, MBIA INSURANCE CORPORATION ("Corp."), a New York stock insurance corporation, one or more Designated Borrowers (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, THE FIRST NATIONAL BANK OF CHICAGO, as Syndication Agent and FLEET NATIONAL BANK, as Documentation Agent. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined. WITNESSETH: WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrowers the credit facilities provided for herein; NOW, THEREFORE, IT IS AGREED: SECTION 1. Amount and Terms of Credit.

CREDIT AGREEMENT, dated as of August 28, 1998, among MBIA INC. ("Parent"), a Connecticut corporation, MBIA INSURANCE CORPORATION ("Corp."), a New York stock insurance corporation, one or more Designated Borrowers (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, THE FIRST NATIONAL BANK OF CHICAGO, as Syndication Agent and FLEET NATIONAL BANK, as Documentation Agent. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined. WITNESSETH: WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrowers the credit facilities provided for herein; NOW, THEREFORE, IT IS AGREED: SECTION 1. Amount and Terms of Credit. 1.01 Commitment. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Final Maturity Date, to make a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more of the Borrowers (on a several basis), which Revolving Loans (i) may be repaid and reborrowed in accordance with the provisions hereof, (ii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; and (iii) shall not exceed that aggregate Principal Amount which, when added to the aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans, shall not exceed the Total Commitment at such time. 1.02 Minimum Borrowing Amounts, etc. The aggregate Principal Amount of each Borrowing shall not be less than the Minimum Borrowing Amount. More than one Borrowing may be incurred on any day, provided that at no time shall there be outstanding more than four Borrowings of Eurodollar Loans.

1.03 Notice of Borrowing of Revolving Loans. (a) Whenever a Borrower desires to incur Revolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to I 1:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and (y) written notice (or telephonic notice promptly confirmed in writing) prior to 1 1:00 A.M. (New York time) on the date of each Borrowing of Base Rate Loans. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A-1 and shall be irrevocable and shall specify (i) the identity of the applicable Borrower, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day), (iv) whether the respective Borrowing shall consist of Base Rate Loans or Eurodollar Loans, (V) if Eurodollar Loans, the Interest Period to be initially applicable thereto and (vi) if DB Loans, the DB Loan Maturity Date to be applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed

1.03 Notice of Borrowing of Revolving Loans. (a) Whenever a Borrower desires to incur Revolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to I 1:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans and (y) written notice (or telephonic notice promptly confirmed in writing) prior to 1 1:00 A.M. (New York time) on the date of each Borrowing of Base Rate Loans. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A-1 and shall be irrevocable and shall specify (i) the identity of the applicable Borrower, (ii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing, (iii) the date of Borrowing (which shall be a Business Day), (iv) whether the respective Borrowing shall consist of Base Rate Loans or Eurodollar Loans, (V) if Eurodollar Loans, the Interest Period to be initially applicable thereto and (vi) if DB Loans, the DB Loan Maturity Date to be applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of the portion thereof to be funded by such Lender and of the other matters covered by the Notice of Borrowing. (b) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice, believed by it in good faith to be from an Authorized Officer of such Borrower. In each such case, each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice absent manifest error. 1.04 Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 A.M. (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing, a written notice substantially in the form of Exhibit A-2 hereto (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (i) the identity of the applicable Borrower, (ii) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (iii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 days after the date of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, and (vi) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable Borrower as part of -2-

such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender's Commitment), the rate or rates of interest therefor and such Bidder Lender's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower

such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing, the date of such proposed Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender's Commitment), the rate or rates of interest therefor and such Bidder Lender's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 A.M. (New York time) on the Reply Date. If any Bidder Lender shall elect not to make such an offer, such Bidder Lender shall so notify the Administrative Agent, before 9:30 A.M. (New York time) on the Reply Date, and such Bidder Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder Lender to give such notice shall not cause such Bidder Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (it being understood and agreed that if such Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such Borrower shall be deemed to have canceled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Administrative Agent of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to or less than the maximum amount, notified to the applicable Borrower by the Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case commencing with the lowest rate so offered; provided further, however, that if offers are made by two or more Bidder Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the applicable Borrower, if such Borrower elects to accept any such offers such Borrower shall accept such offers P o rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender's pro rata share would be less than the minimum amount specified -3-

by such Bidder Lender in its offer, in which case such Borrower shall have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Lender pursuant-to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender that is to make a Competitive Bid Loan as part

by such Bidder Lender in its offer, in which case such Borrower shall have the right to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Lender pursuant-to clause (b) above have been accepted by the Borrower and (y) each Bidder Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder Lender as part of such Competitive Bid Borrowing. 1.05 Disbursement of Funds. (a) No later than 12:00 Noon (New York time) (or 3:00 P.M. (New York time) in the case of (x) a Borrowing of Base Rate Loans for which a Notice of Borrowing was given on the date of such Borrowing and (y) a Competitive Bid Borrowing) on the date specified in each Notice of Borrowing or Notice of Competitive Bid Borrowing, each Lender will make available its pro rata share, if any, of such Borrowing requested to be made on such date. All such amounts shall be made available to the Administrative Agent in Dollars, and immediately available funds at the Payment Office and the Administrative Agent promptly will make available to the applicable Borrower by depositing to the account designated by such Borrower, which account shall be at an institution in the same city as the respective Payment Office, the aggregate of the amounts so made available in the type of funds received. Unless the Administrative Agent shall have been notified by any Lender participating in a Borrowing prior to the date of such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower, and such Borrower shall pay such corresponding amount to the Administrative Agent within three Business Days of receipt of such notice unless previously paid by such Lender. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such -4-

corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid by such Borrower, the then applicable rate of interest, calculated in accordance with Section 1.09, for the respective Loans. (b) Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. 1.06 Notes. (a) Each Borrower's obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Competitive Bid Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed (each a "Competitive Bid Note" and, collectively, the "Competitive Bid Notes").

corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid by such Borrower, the then applicable rate of interest, calculated in accordance with Section 1.09, for the respective Loans. (b) Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. 1.06 Notes. (a) Each Borrower's obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-1 with blanks appropriately completed (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Competitive Bid Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed (each a "Competitive Bid Note" and, collectively, the "Competitive Bid Notes"). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding Principal Amount of Loans evidenced thereby. Failure to make any such notation shall not affect a Borrower's obligations in respect of such Loans. 1.07 Conversions. Each Borrower shall have the option to convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of its Revolving Loans constituting Base Rate Loans or Eurodollar Loans into a Borrowing or Borrowings of Revolving Loans constituting Eurodollar Loans or Base Rate Loans, respectively, provided that (i) no partial conversion shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to a Borrowing to less than the Minimum Borrowing Amount applicable thereto, (ii) Base Rate Loans may not be converted into Eurodollar Loans when a Default or Event of Default is then in existence if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion and (iii) Borrowings of Eurodollar Loans resulting from this Section 1.07 shall be limited in number as provided in Section 1.02. Each such conversion shall be effected by the respective Borrower giving the Administrative Agent at the Notice Office, prior to 12:00 Noon (New York time), at least three Business Days' (or one Business Day in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion") specifying the Revolving Loans to be so converted, the Type of Loans (as to interest option) to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. 1.08 Pro Rata Borrowings, etc. All Revolving Loans incurred pursuant to a Borrowing shall be made by the Lenders pro rata on the basis of their respective Commitments. it is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Revolving Loans hereunder, and that each Lender shall be obligated to make -5-

the Revolving Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and regardless of whether such Lender has made any Competitive Bid Loans hereunder. 1.09 Interest. (a) The unpaid principal amount of each Base Rate Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) or conversion at a rate per annum which shall at all times be the Base Rate in effect from time to time. (b) The unpaid principal amount of each Eurodollar Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) or conversion at a rate per annum which shall at all times during each Interest Period applicable thereto be LIBOR for such Interest Period plus a margin of 0.18%. (c) The unpaid principal amount of each Competitive Bid Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate or rates per annum specified by a Bidder Lender or Bidder Lenders, as the case may be, pursuant to Section 1.04(b) and accepted by the respective

the Revolving Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and regardless of whether such Lender has made any Competitive Bid Loans hereunder. 1.09 Interest. (a) The unpaid principal amount of each Base Rate Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) or conversion at a rate per annum which shall at all times be the Base Rate in effect from time to time. (b) The unpaid principal amount of each Eurodollar Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) or conversion at a rate per annum which shall at all times during each Interest Period applicable thereto be LIBOR for such Interest Period plus a margin of 0.18%. (c) The unpaid principal amount of each Competitive Bid Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate or rates per annum specified by a Bidder Lender or Bidder Lenders, as the case may be, pursuant to Section 1.04(b) and accepted by the respective Borrower pursuant to Section 1.04(c). (d) All overdue principal and, to the extent permitted by law, overdue interest in respect of any Loans shall bear interest at the Base Rate in effect from time to time plus 2%, provided that principal in respect of Eurodollar Loans and Competitive Bid Loans shall bear interest from the date same becomes due (whether by acceleration or other-wise) until the end of the Interest Period applicable thereto at a rate per annum equal to 2% plus the rate of interest applicable on the due date therefor. (e) Interest shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof, and in the case of DB Loans, compounded as described below, and shall be payable (i) in respect of each Base Rate Loan (other than a DB Loan), quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Eurodollar Loan (other than a DB Loan), on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, (iii) in respect of each DB Loan, on the applicable DB Loan Maturity Date, (iv) in respect of each Competitive Bid Loan, at such times as specified in the Notice of Competitive Bid Borrowing relating thereto, and (v) in respect of each Loan, on any prepayment or conversion (other than the prepayment or conversion of any Base Rate Loan) (on the amount prepaid or converted), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Notwithstanding anything to the contrary contained in this Agreement, although interest in respect of each DB Loan shall be payable only on the DB Loan Maturity Date for such DB Loan as provided in clause (iii) of the immediately preceding sentence, interest on each DB Loan shall compound on each date on which interest thereon would have been payable pursuant to clause (i) or (ii) of such sentence if such Loan were not a DB Loan and such compounded interest shall thereafter bear interest hereunder at the same rate per annum as the principal of the DB Loan to which such compounded interest relates. -6-

(f) All computations of interest hereunder shall be made in accordance with Section 11.07(b). (g) The Administrative Agent, upon determining the interest rate for any Borrowing for any Interest Period, shall promptly notify the applicable Borrower and the Lenders thereof. 1.10 Interest Periods. (a) At the time a Borrower gives a Notice of Borrowing or a Notice of Conversion in respect of the making of, or conversion into, a Borrowing of Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York Time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans, it shall have the right to elect by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of such Borrower, be a one, two, three or six month period or such other period available to all Lenders. Notwithstanding anything to the contrary contained above:

(f) All computations of interest hereunder shall be made in accordance with Section 11.07(b). (g) The Administrative Agent, upon determining the interest rate for any Borrowing for any Interest Period, shall promptly notify the applicable Borrower and the Lenders thereof. 1.10 Interest Periods. (a) At the time a Borrower gives a Notice of Borrowing or a Notice of Conversion in respect of the making of, or conversion into, a Borrowing of Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York Time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans, it shall have the right to elect by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of such Borrower, be a one, two, three or six month period or such other period available to all Lenders. Notwithstanding anything to the contrary contained above: (i) the initial Interest Period for any Borrowing shall commence on the date of such Borrowing (including, where relevant, the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period begins on (x) the last Business Day of a month, it shall end on the last Business Day of the month in which it is to end and (y) a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; (iii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) no Interest Period may be elected that would extend beyond the Final Maturity Date; (v) no Interest Period in respect of a DB Loan may be elected that would extend beyond the DB Loan Maturity Date for such DB Loan; (vi) no Interest Period may be elected at any time when a Default or an Event of Default is then in existence if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such election; and (vii) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period. -7-

(b) If upon the expiration of any Interest Period, the applicable Borrower has failed to (or may not) elect a new Interest Period to be applicable to the Revolving Loans subject to the expiring Interest Period as provided above, such Borrower shall be deemed to have elected, in the case of Eurodollar Loans, to convert such Borrowing into a Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period. 1.11 Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clause (ii) or (iii) below, any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that, by reason of any changes arising after the date of this Agreement affecting the relevant interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR; or

(b) If upon the expiration of any Interest Period, the applicable Borrower has failed to (or may not) elect a new Interest Period to be applicable to the Revolving Loans subject to the expiring Interest Period as provided above, such Borrower shall be deemed to have elected, in the case of Eurodollar Loans, to convert such Borrowing into a Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period. 1.11 Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clause (ii) or (iii) below, any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining LIBOR for any Interest Period that, by reason of any changes arising after the date of this Agreement affecting the relevant interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of LIBOR; or (ii) at any time, that such Lender shall actually incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans or Competitive Bid Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Effective Date (or, in the case of any Competitive Bid Loan, since the making of such Competitive Bid Loan) in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order) (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding amounts payable pursuant to Section 1.11(c)) and/or (y) other circumstances occurring since the Effective Date affecting the relevant interbank market; or (iii) at any time, that the making or continuance of any Eurodollar Loans or Competitive Bid Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation or guideline, or has become impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the relevant interbank market; then, and in any such event, such Lender (or the Administrative Agent in the case of clause (i) above) shall (x) on such date and (y) within ten Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the respective Borrower and, except in the case of clause (i) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter and for so long as the applicable circumstance continues to exist (w) in the case of clause (i) above, Eurodollar Loans (and Competitive Bid Loans constituting a Spread Borrowing) shall no longer be available until such time as the Administrative Agent notifies the respective Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist in accordance with clause (y) of the preceding sentence, and any Notice of Borrowing, Notice of Competitive Bid Borrowing or Notice of Conversion given by a Borrower -8-

with respect to such Loans which have not yet been incurred shall be deemed rescinded by the relevant Borrower, (x) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof in reasonable detail, submitted to the applicable Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (y) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 1.11(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time when any Eurodollar Loan or Competitive Bid Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the applicable Borrower may (and in the case of a Eurodollar Loan or Competitive Bid Loan affected pursuant to Section 1.11(a)(iii), the applicable Borrower shall) either (i) if the affected Eurodollar

with respect to such Loans which have not yet been incurred shall be deemed rescinded by the relevant Borrower, (x) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof in reasonable detail, submitted to the applicable Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto) and (y) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 1.11(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time when any Eurodollar Loan or Competitive Bid Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the applicable Borrower may (and in the case of a Eurodollar Loan or Competitive Bid Loan affected pursuant to Section 1.11(a)(iii), the applicable Borrower shall) either (i) if the affected Eurodollar Loan or Competitive Bid Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the respective Borrower was notified by a Lender pursuant to Section 1.11(a)(ii) or (iii), or (ii) if the affected Eurodollar Loan or Competitive Bid Loan is then outstanding, upon at least three Business Days' notice to the Administrative Agent, (A) in the case of a Eurodollar Loan, require the affected Lender to convert each such Eurodollar Loan into a Base Rate Loan, and (B) in the case of a Competitive Bid Loan, repay all such Competitive Bid Loans in full, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.11(b). (c) If any Lender shall have determined that after the Effective Date, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or such corporation's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or such other corporation's policies with respect to capital adequacy), then from time to time, within 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrowers jointly and severally agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such other corporation for such reduction. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods that are reasonable. Each Lender, upon so determining that any additional amounts will be payable pursuant to this Section 1.11(c), will give prompt written notice thereof to the Borrowers, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the -9-

failure to give any such notice shall not release or diminish any Borrower's obligations to pay additional amounts pursuant to this Section 1.11(c) upon the subsequent receipt of such notice. 1.12 Compensation. Each Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund any Eurodollar Loans or Competitive Bid Loans made, or to be made, by it to such Borrower but excluding in any event the loss of anticipated profits) which such Lender may actually sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurodollar Loans or Competitive Bid Loans does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Competitive Bid Borrowing or a Notice of Conversion, given by such Borrower (whether or not withdrawn by such Borrower or deemed withdrawn pursuant to Section 1.11(a)); (ii) if any prepayment, repayment or conversion of any such Eurodollar Loans or Competitive Bid Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any such Eurodollar

failure to give any such notice shall not release or diminish any Borrower's obligations to pay additional amounts pursuant to this Section 1.11(c) upon the subsequent receipt of such notice. 1.12 Compensation. Each Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund any Eurodollar Loans or Competitive Bid Loans made, or to be made, by it to such Borrower but excluding in any event the loss of anticipated profits) which such Lender may actually sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurodollar Loans or Competitive Bid Loans does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Competitive Bid Borrowing or a Notice of Conversion, given by such Borrower (whether or not withdrawn by such Borrower or deemed withdrawn pursuant to Section 1.11(a)); (ii) if any prepayment, repayment or conversion of any such Eurodollar Loans or Competitive Bid Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any such Eurodollar Loans or Competitive Bid Loans is not made on any date specified in a notice of prepayment given by such Borrower; (iv) if such Lender is required pursuant to Section 1.14 to assign any such Eurodollar Loans or Competitive Bid Loans as of a date which is not the last day of an Interest Period applicable thereto; or (v) as a consequence of (x) any other default by such Borrower to repay its Eurodollar Loans or Competitive Bid Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 1.11(b). 1.13 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), 1.11(c) or 3.04 with respect to such Lender, it will, if requested by the applicable Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Commitments affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding or materially mitigating the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 1.13 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Section 1.11or 3.04. 1.14 Replacement of Lenders. (a) Upon the occurrence of any event giving rise to the operation of Section 1.11 (a)(ii) or (iii), Section 1.11(c) or Section 3.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders, (b) if a Lender becomes a Defaulting Lender, (c) if a Lender becomes a Non-Continuing Lender, (d) if a Lender fails to maintain a long-term debt rating of at least BBB- as determined by Standard & Poor's Corporation and at least Baa3 as determined by Moody's Investors Service, Inc., (e) if a Lender fails to deliver the opinion or opinions as required pursuant to Section 11.02 and/or (f) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders, Parent and Corp. shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender"), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more Person or Persons, none of whom shall constitute a Defaulting Lender at the time of such -10-

replacement (collectively, the "Replacement Lender") reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 2.01, and (ii) all obligations of the Borrowers under the Credit Documents owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including without limitation all amounts owing to the Replaced Lender under Section 1.12 as a result of the assignment of its Loans under clause (i) above, shall

replacement (collectively, the "Replacement Lender") reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 2.01, and (ii) all obligations of the Borrowers under the Credit Documents owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has been, or is concurrently being, paid), including without limitation all amounts owing to the Replaced Lender under Section 1.12 as a result of the assignment of its Loans under clause (i) above, shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the relevant Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement, which shall survive as to such Replaced Lender. 1.15 Recommitment; Replacement of Non-Continuing Lender. Parent and Corp. may, prior to (but not less than 60 days nor more than 120 days prior to) the Final Maturity Date then in effect (each such Final Maturity Date, a "Recommitment Deadline"), by written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender), request that the Final Maturity Date then in effect be extended. Such request shall be accompanied by a certificate of an Authorized Officer of Parent stating that no Default or Event of Default has occurred and is continuing. Each Lender shall respond to such request, as promptly as practicable, by written notice to Parent, Corp. and the Administrative Agent, with the failure of any Lender to respond prior to the Recommitment Deadline being deemed to be a negative response. In the event each Lender shall consent to such request of Parent and Corp., on such Recommitment Deadline, the Final Maturity Date shall be automatically extended to the date occurring 364 days following the Final Maturity Date then in effect. If any Lender shall fail to consent to such recommitment (any such Lender, a "Non-Continuing Lender"), Parent and Corp. shall be entitled at any time prior to the Recommitment Deadline with respect to such request to replace such Lender in accordance with the requirements of Section 1.14, and in the event that the Replacement Lender with respect to each such Non-Continuing Lender shall consent to such recommitment prior to such Recommitment Deadline, such recommitment shall be effective as described in the immediately preceding sentence as if each Lender had originally consented to such request. No Lender shall be obligated to grant any recommitments pursuant to this Section 1.15 and any such recommitment shall be in the sole discretion of each such Lender. The Administrative Agent shall notify Parent, Corp. and each Lender as to the effectiveness of any such recommitment. -11-

1.16 Additional Commitments. At any time and from time to time on and after the Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to

1.16 Additional Commitments. At any time and from time to time on and after the Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $9,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $75,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the respective Borrowers. 1.17 Designated Borrowers. Parent or Corp. may from time to time designate one or more Persons as a Designated Borrower (each, a "Designated Borrower" and, collectively, the "Designated Borrowers"), subject to the following terms and conditions: (a) each such Person shall be a special purpose entity organized under the laws of the United States of America, a state thereof or the District of Columbia; (b) each such Person shall enter into an appropriately completed DB Assumption Agreement in the form of Exhibit I hereto on or prior to the date of designation; (c) each such Person shall furnish to each Lender its most recent historic or pro forma financial statements (which financial statements may be summary in nature and unaudited) on or prior to the date of designation; -12-

(d) at the time of such designation, such Person shall not be subject to any bankruptcy or insolvency proceeding of the type referred to in Section 8.01(h) or (i) and shall not be subject to any material litigation; (d) on or prior to the date of designation, such Person shall execute and deliver to each Lender a Revolving Note and a Competitive Bid Note to evidence the DB Loans incurred by such Person; (e) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit E with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other organizational documents and (y) the resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent; and (f) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of designation, from counsel to such Person which opinion shall be substantially in the form of Exhibit K hereto.

(d) at the time of such designation, such Person shall not be subject to any bankruptcy or insolvency proceeding of the type referred to in Section 8.01(h) or (i) and shall not be subject to any material litigation; (d) on or prior to the date of designation, such Person shall execute and deliver to each Lender a Revolving Note and a Competitive Bid Note to evidence the DB Loans incurred by such Person; (e) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit E with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other organizational documents and (y) the resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent; and (f) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of designation, from counsel to such Person which opinion shall be substantially in the form of Exhibit K hereto. 1.18 Retroactivity. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 1.11 or 3.04 is given by any Lender more than 90 days after such Lender obtained knowledge of the occurrence of the event giving rise to the additional costs of the type described in such Section, such Lender shall not be entitled to compensation under Section 1.11 or 3.04 for any amounts incurred or accruing prior to the 90th day preceding the giving of such notice to the respective Borrower. SECTION 2. Fees, Commitments. 2.01 Fees. (a) Parent and Corp. jointly and severally agree to pay to the Administrative Agent a facility fee (the "Facility Fee") for the account of the Lenders pro rata on the basis of their respective Commitments for the period from and including the Effective Date to but excluding the date the Total Commitment has been terminated computed at a rate per annum equal to 0.07% of the Total Commitment as in effect from time to time. Accrued Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, on the Final Maturity Date or upon such earlier date as the Total Commitment shall be terminated and, with respect to any Facility Fee owing to any Lender whose Commitment is terminated pursuant to Section 1.14, on the date on which such Lender's Commitment is terminated. (b) Parent and Corp. jointly and severally agree to pay to the Administrative Agent, for the account of the Administrative Agent, when and as due, such fees as have been, or are from time to time, separately agreed upon. (c) All computations of Fees shall be made in accordance with Section 11.07(b). -13-

2.02 Voluntary Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at the Notice Office (which notice shall be deemed to be given on a certain day only if given before 12:00 Noon (New York time) on such day and shall be promptly transmitted by the Administrative Agent to each of the Lenders), Parent and/or Corp. shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that (x) any such termination shall apply to proportionately and permanently reduce the Commitment of each Lender and (y) any partial reduction pursuant to this Section 2.02 shall be in the amount of at least $10,000,000. 2.03 Mandatory Reduction of Commitments. (a) The Total Commitment shall terminate in its entirety on September 30, 1998 unless the Effective Date has occurred on or before such date. (b) The Total Commitment shall terminate in its entirety on the Final Maturity Date.

2.02 Voluntary Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at the Notice Office (which notice shall be deemed to be given on a certain day only if given before 12:00 Noon (New York time) on such day and shall be promptly transmitted by the Administrative Agent to each of the Lenders), Parent and/or Corp. shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that (x) any such termination shall apply to proportionately and permanently reduce the Commitment of each Lender and (y) any partial reduction pursuant to this Section 2.02 shall be in the amount of at least $10,000,000. 2.03 Mandatory Reduction of Commitments. (a) The Total Commitment shall terminate in its entirety on September 30, 1998 unless the Effective Date has occurred on or before such date. (b) The Total Commitment shall terminate in its entirety on the Final Maturity Date. SECTION 3. Payments. 3.01 Voluntary Prepayments. Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part, without premium or penalty, from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, the amount of such prepayment and the specific Borrowing (s) pursuant to which such Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000, provided that no partial prepayment of Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 1.12 as a result of such prepayment are made. No Borrower shall have the right under this Section 3.01 to prepay any principal amount of any Competitive Bid Loans. 3.02 Mandatory Prepayments. (a) If on any date the sum of the aggregate outstanding Principal Amount of Revolving Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrowers, jointly and severally, shall repay no later than the next following Business Day the principal amount of Revolving Loans (but excluding DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in an aggregate Principal Amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the -14-

Borrowers, jointly and severally, shall repay on such date the principal of Competitive Bid Loans in an aggregate amount equal to such excess. (b) On the maturity date specified pursuant to Section 1.04(a) with respect to each Competitive Bid Loan, the applicable Borrower shall repay such Competitive Bid Loan to the applicable Bidder Lender or Bidder Lenders. (c) On each DB Loan Maturity Date, the respective Designated Borrower shall repay the respective DB Loans in full. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date, (e) With respect to each prepayment of Revolving Loans required by Section 3.02(a), the applicable Borrower may designate the Types of Revolving Loans which are to be prepaid and the specific Borrowing(s) pursuant to

Borrowers, jointly and severally, shall repay on such date the principal of Competitive Bid Loans in an aggregate amount equal to such excess. (b) On the maturity date specified pursuant to Section 1.04(a) with respect to each Competitive Bid Loan, the applicable Borrower shall repay such Competitive Bid Loan to the applicable Bidder Lender or Bidder Lenders. (c) On each DB Loan Maturity Date, the respective Designated Borrower shall repay the respective DB Loans in full. (d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date, (e) With respect to each prepayment of Revolving Loans required by Section 3.02(a), the applicable Borrower may designate the Types of Revolving Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made, provided that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, then all Revolving Loans outstanding pursuant to such Borrowing shall be immediately converted into Base Rate Loans and (ii) each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. In the absence of a designation by a Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. 3.03 Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement shall be made to the Administrative Agent for the ratable (based on its pro rata share) account of the Lenders entitled thereto, not later than 12:00 Noon (New York Time) on the date when due and shall be made in immediately available funds at the Payment Office in Dollars, it being understood that written notice by a Borrower to the Administrative Agent to make a payment from the funds in such Borrower's account at the Payment Office shall constitute the making of such payment to the extent of such funds held in such account. Any payments under this Agreement which are made later than 12:00 Noon (New York Time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. The Administrative Agent will promptly make available to each Lender its pro rata share (if any) of each payment so received by the Administrative Agent in the funds so received. 3.04 Net Payments. (a) All payments made by each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges -15-

of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the relevant Borrower shall pay the full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less

of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the relevant Borrower shall pay the full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the relevant Borrower agrees to reimburse each Lender lending to such Borrower, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes imposed by the United States of America or similar taxes imposed by any political subdivision thereof) pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located (or of any subdivision or taxing authority therein or thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence. Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, if any, issued by such taxing authority or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by such Borrower (or, if such Borrower has not received such certified copies of tax receipts within such time period, then such Borrower shall furnish such certified copies of tax receipts to the Administrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. Such indemnification shall be made within 30 days after the date upon which such Lender makes written demand therefor, which demand shall identify the nature and the amount of Taxes for which indemnification is sought and shall include a copy of any written assessment thereof. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to deliver to the Borrowers and the Administrative Agent on or prior to the Effective Date, or in the 6ase of a Lender that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14, 1.16 or 11.04 (unless the respective Lender was already a Lender -16-

hereunder immediately prior to such assumption, assignment or transfer), on the date of such assumption, assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to payments to be made by the Borrowers under this Agreement and under any Note or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 3.04 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made by the Borrowers under this Agreement and under any Note. In addition, each such Lender agrees that, from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the

hereunder immediately prior to such assumption, assignment or transfer), on the date of such assumption, assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to payments to be made by the Borrowers under this Agreement and under any Note or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 3.04 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to payments of interest to be made by the Borrowers under this Agreement and under any Note. In addition, each such Lender agrees that, from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W-8 and a Section 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments made by the Borrowers under this Agreement and any Note, or, if legally unable to deliver such forms, it shall immediately notify the Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 3.04(b). Notwithstanding anything to the contrary contained in Section 3.04(a), but subject to Section 11.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority hereof or therein) from interest, fees or other amounts payable hereunder by such Borrower for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes to the extent that such Lender has not provided to the Borrowers Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 3.04(a) hereof to gross-up payments to be made to any such Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrowers the Internal Revenue Service Forms required to be provided to the Borrowers pursuant to this Section 3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the first sentence of this Section 3.04(b) above, to the extent that such Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 3.04 and except as set forth in Section 11.04(b), the Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. -17-

(c) If a Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by a Borrower pursuant to any applicable treaty, law or regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be

(c) If a Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by a Borrower pursuant to any applicable treaty, law or regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender. SECTION 4. Conditions Precedent. 4.01 Conditions Precedent to Effective Date. This Agreement shall become effective on the date (the "Effective Date") on which each of the following conditions shall be satisfied: (a) Execution of Agreement; Notes. (i) Each of Parent, Corp., each Agent and each of the Lenders shall have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent at its Notice Office or, in the case of the Lenders and the Agents, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile transmission notice (actually received) at such office that the same has been signed and mailed to it; and (ii) there shall have been delivered to the Administrative Agent for the account of each Lender the appropriate Notes executed by Parent and Corp., as applicable, in each case in the amount, maturity and as otherwise provided herein. (b) Opinion of Counsel. The Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the Effective Date, from Louis G. Lenzi, General Counsel of Parent and Corp., which opinion shall be substantially in the form of Exhibit D hereto. (c) Corporate Proceedings. (i) The Administrative Agent shall have received from each of Parent and Corp. a certificate, dated the Effective Date, signed by an Authorized Officer thereof in the form of Exhibit E with appropriate insertions and deletions, together with (x) copies of its certificate of incorporation, by-laws or other organizational documents and (y) the resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent. -18-

(ii) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals, if any, which the Administrative Agent may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities. (d) Existing Credit Agreements. All Indebtedness and other obligations under the Existing Credit Agreements shall have been paid in full and all commitments thereunder shall have been terminated. (e) Fees. The Borrowers shall have paid to the Administrative Agent and the Lenders all fees and expenses (including, without limitation, legal fees and expenses) agreed upon by such parties to be paid on or prior to such date.

(ii) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals, if any, which the Administrative Agent may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities. (d) Existing Credit Agreements. All Indebtedness and other obligations under the Existing Credit Agreements shall have been paid in full and all commitments thereunder shall have been terminated. (e) Fees. The Borrowers shall have paid to the Administrative Agent and the Lenders all fees and expenses (including, without limitation, legal fees and expenses) agreed upon by such parties to be paid on or prior to such date. The occurrence of the Effective Date shall constitute a representation and warranty by each Borrower to the Agents and each of the Lenders that all the conditions specified in Section 4.01 exist as of that time. All the Notes, certificates, legal opinions and other documents and papers referred to in this Section 4.01, unless otherwise specified, shall be delivered to the Administrative Agent at the Administrative Agent's Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts for each of the Lenders and shall be satisfactory in form and substance to the Lenders. The Administrative Agent shall give Parent, Corp. and each Lender written notice that the Effective Date has occurred. 4.02 Conditions Precedent to Loans. The obligation of each Lender to make any Loans is subject, at the time of each such Loan, to the satisfaction of the following conditions: (a) Effective Date. The Effective Date shall have occurred. (b) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 1.03(a) with respect to each incurrence of Revolving Loans and a Notice of Competitive Bid Borrowing meeting the requirements of Section 1.04(a) with respect to each incurrence of Competitive Bid Loans. (c) No Default; Representations and Warranties. At the time of the incurrence of each Loan and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties made by any Borrower contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loan. (d) Financial Guaranty Insurance Policy. In the case of each DB Loan, Corp. shall have issued a financial guaranty insurance policy in the form of Exhibit F attached hereto (as appropriately completed, a "Financial Guaranty Insurance Policy"), in support of the principal of -19-

and interest on such DB Loan, and such Financial Guaranty Insurance Policy shall be in full force and effect. (e) Opinion of Counsel. In the case of each DB Loan, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of the incurrence of such DB Loan, from counsel to Corp., which opinion shall be substantially in the form of Exhibit L hereto. The acceptance of the benefits of each Loan shall constitute a representation and warranty by the respective Borrower to the Agents and each of the Lenders that all of the applicable conditions specified in Section 4.02 exist as of that time. SECTION 5. Representations, Warranties and Agreements. In order to induce the Lenders to. enter into this Agreement and to make the Loans provided for herein, each of Parent and Corp. makes the following

and interest on such DB Loan, and such Financial Guaranty Insurance Policy shall be in full force and effect. (e) Opinion of Counsel. In the case of each DB Loan, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of the incurrence of such DB Loan, from counsel to Corp., which opinion shall be substantially in the form of Exhibit L hereto. The acceptance of the benefits of each Loan shall constitute a representation and warranty by the respective Borrower to the Agents and each of the Lenders that all of the applicable conditions specified in Section 4.02 exist as of that time. SECTION 5. Representations, Warranties and Agreements. In order to induce the Lenders to. enter into this Agreement and to make the Loans provided for herein, each of Parent and Corp. makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans: 5.01 Corporate Existence and Power. Parent and Corp. are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of their incorporation, are duly qualified to transact business in every jurisdiction where, by the nature of their businesses, such qualification is necessary, and have all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on their businesses as now conducted. 5.02 Corporate and Governmental Authorization: No Contravention. The execution, delivery and performance by the Borrowers of this Agreement and the other Credit Documents (i) are within each of the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of each of the Borrowers or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrowers or any of their Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrowers or any of their Subsidiaries. 5.03 Binding Effect. This Agreement constitutes a valid and binding agreement of each of the Borrowers enforceable in accordance with its terms, and the other Credit Documents, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of each of the Borrowers enforceable in accordance with their respective terms, provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally. 5.04 Financial Information. (a) The consolidated balance sheet of Parent and its Consolidated Subsidiaries as of December 31, 1997 and the related consolidated statements of income, shareholders' equity and cash flows for the Fiscal Year then ended, reported on by -20-

Coopers & Lybrand, copies of which have been delivered to each of the Lenders, and the unaudited consolidated financial statements of Parent and Corp. for the interim period ended June 30, 1998, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP or Statutory Accounting Principles, as applicable consistently applied, the consolidated financial position of Parent and its Consolidated Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated. (b) Since December 31, 1997, there has been no event, act, condition or occurrence having a Material Adverse Effect. 5.05 Litigation. There is no action, suit or proceeding pending, or to the knowledge of the Borrowers threatened, against or affecting the Borrowers or any of their Subsidiaries before any court or arbitrator or any governmental body, agency or official which could have a Material Adverse Effect or which in any manner draws into question

Coopers & Lybrand, copies of which have been delivered to each of the Lenders, and the unaudited consolidated financial statements of Parent and Corp. for the interim period ended June 30, 1998, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP or Statutory Accounting Principles, as applicable consistently applied, the consolidated financial position of Parent and its Consolidated Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated. (b) Since December 31, 1997, there has been no event, act, condition or occurrence having a Material Adverse Effect. 5.05 Litigation. There is no action, suit or proceeding pending, or to the knowledge of the Borrowers threatened, against or affecting the Borrowers or any of their Subsidiaries before any court or arbitrator or any governmental body, agency or official which could have a Material Adverse Effect or which in any manner draws into question the validity or enforceability of, or could impair the ability of the Borrowers to perform their obligations under, this Agreement or any of the other Credit Documents. 5.06 Compliance with ERISA. (a) Parent, Corp. and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or a Plan under Title IV of ERISA. (b) Neither Parent nor Corp. nor any member of the Controlled Group is or ever has been obligated to contribute to any Multiemployer Plan. 5.07 Taxes. There have been filed on behalf of Parent and its Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of Parent or any Subsidiary have been paid. The charges, accruals and reserves on the books of each of Parent and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of each of Parent and Corp., adequate. United States income tax returns of Parent and its Subsidiaries have been examined and closed through the Fiscal Year ended December 31, 1991. 5.08 Subsidiaries. Each of Parent's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Parent has no Subsidiaries except those Subsidiaries listed on Annex III, which accurately sets forth each such Subsidiary's complete name and jurisdiction of incorporation. 5.09 Not an Investment Company. No Borrower is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. -21-

5.10 Public Utility Holding Company Act. No Borrower nor any of their Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. 5.11 Ownership of Property: Liens. Parent and its Consolidated Subsidiaries have title of their proper-ties sufficient for the conduct of their respective businesses and none of such property is subject to any Lien except as permitted in Section 7.01. 5.12 No Default. No Default or Event of Default has occurred and is continuing. 5.13 Full Disclosure. All information heretofore furnished by the Borrowers to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all

5.10 Public Utility Holding Company Act. No Borrower nor any of their Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. 5.11 Ownership of Property: Liens. Parent and its Consolidated Subsidiaries have title of their proper-ties sufficient for the conduct of their respective businesses and none of such property is subject to any Lien except as permitted in Section 7.01. 5.12 No Default. No Default or Event of Default has occurred and is continuing. 5.13 Full Disclosure. All information heretofore furnished by the Borrowers to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Borrowers to the Administrative Agent or any Lender will be, true, accurate and complete in every material respect or based on reasonable estimates on the date as of which such information is stated or certified. The Borrowers have disclosed to the Lenders in writing any and all facts which could have or cause a Material Adverse Effect. 5.14 Compliance with Laws. Parent and each of its Subsidiaries is in compliance with all applicable laws, except -where any failure to comply with any such laws would not, alone or in the aggregate, have a Material Adverse Effect. 5.15 Capital Stock. All Capital Stock, debentures, bonds, notes and all other securities of each of Parent and its Subsidiaries presently issued and outstanding are validly and properly issued in accordance with all applicable laws, including, but not limited to, the "Blue Sky" laws of all applicable states and the federal securities laws. The issued shares of Capital Stock of each of Parent's and Corp.'s Wholly-Owned Subsidiaries are owned by Parent or Corp. free and clear of any Lien or adverse claim. At least a majority of the issued shares of Capital Stock of each of Parent's and Corp.'s other Subsidiaries (other than Wholly-Owned Subsidiaries) is owned by Parent or Corp. free and clear of any Lien or adverse claim. 5.16 Margin Stock. No Borrower nor any of their Subsidiaries are engaged principally, or as one of their important activities, in the business of purchasing or carrying any Margin Stock, and no part of the proceeds of any Loan will be used to purchase or carry any Margin Stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation U or X. 5.17 Insolvency. After giving effect to the execution and delivery of the Credit Documents and the making of the Loans under this Agreement, no Borrower will be "insolvent," within the meaning of such term as defined in ss. 101 of Title 11 of the United States Code or Section 2 of the Uniform Fraudulent Transfer Act, or any other applicable state law pertaining to fraudulent transfers, as each may be amended from time to time, or be unable to pay its debts generally as such debts become due or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated. -22-

SECTION 6. Affirmative Covenants. The Borrowers hereby covenant and agree that on the Effective Date and thereafter until the Commitments have terminated, no Notes are outstanding and the Loans, together with interest, Fees and all other obligations (other than any indemnities described in Section 11.12 which are not then owing) incurred hereunder, are paid in full: 6.01 Information Covenants. Parent and Corp. will furnish to each Lender: (a) as soon as available and in any event within 60 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative

SECTION 6. Affirmative Covenants. The Borrowers hereby covenant and agree that on the Effective Date and thereafter until the Commitments have terminated, no Notes are outstanding and the Loans, together with interest, Fees and all other obligations (other than any indemnities described in Section 11.12 which are not then owing) incurred hereunder, are paid in full: 6.01 Information Covenants. Parent and Corp. will furnish to each Lender: (a) as soon as available and in any event within 60 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of each of Parent and Corp. as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such year and the related consolidated statements of income, operations, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of Price Waterhouse Coopers LLP or other independent public accountants of recognized national standing selected by Parent, which report shall state that such consolidated financial statements present fairly the consolidated financial position of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the dates indicated and the consolidated results of their operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards; (c) within five Business Days after any Borrower becomes aware of the occurrence of any Default, a certificate of an Authorized Officer of each of the Borrowers setting forth the details thereof and the action which the Borrowers are taking or propose to take with respect thereto; -23-

(d) promptly upon the mailing thereof to the security holders of the Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in

(d) promptly upon the mailing thereof to the security holders of the Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; (e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in full by applicable insurance; (h) from time to time such additional information regarding the financial position or business of the Borrowers and their Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; (i) at the request of any Lender, promptly after the filing thereof, a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter as filed with the New York Insurance Department or other then comparable agency of other jurisdictions and the financial statements of Corp. for each calendar year or quarter prepared in accordance with Statutory Accounting Principles accompanied by a report thereon of the independent public accountants of Parent referred to in paragraph (b) above; and (j) at the request of any Lender, at any time when a DB Loan is outstanding, quarterly and annual summary financial statements of the applicable Designated Borrower as promptly as possible after the end of each fiscal quarter and fiscal year of such Designated Borrower. 6.02 Books, Records and Inspections. The Borrowers will (i) keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries in conformity with GAAP or Statutory Accounting Principles, as applicable, shall be made of all dealings and transactions in relation to its business and activities; and (ii) permit, and will cause each Subsidiary to permit, representatives of any Lender at such Lender's expense prior to the occurrence of an Event of Default and at the Borrowers' expense after the occurrence of an -24-

Event of Default to visit and inspect any of their respective properties, to examine their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. The Borrowers agree to cooperate and assist in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired. 6.03 Maintenance of Existence. Each of the Borrowers shall maintain its existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained. 6.04 Compliance with Laws, Payment of Taxes. The Borrowers will, and will cause each of their Subsidiaries and each member of the Controlled Group to, comply with applicable laws (including but not limited to ERISA), regulations and similar requirements of governmental authorities (including but not limited to the PBGC), except where (i) the necessity of such compliance is being contested in good faith through appropriate proceedings diligently pursued; and (ii) any failure to comply with any such laws would not, alone or in the aggregate, have a Material Adverse Effect. The Borrowers will, and will cause each of their Subsidiaries to, pay promptly when due all taxes, assessments,

Event of Default to visit and inspect any of their respective properties, to examine their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. The Borrowers agree to cooperate and assist in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired. 6.03 Maintenance of Existence. Each of the Borrowers shall maintain its existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained. 6.04 Compliance with Laws, Payment of Taxes. The Borrowers will, and will cause each of their Subsidiaries and each member of the Controlled Group to, comply with applicable laws (including but not limited to ERISA), regulations and similar requirements of governmental authorities (including but not limited to the PBGC), except where (i) the necessity of such compliance is being contested in good faith through appropriate proceedings diligently pursued; and (ii) any failure to comply with any such laws would not, alone or in the aggregate, have a Material Adverse Effect. The Borrowers will, and will cause each of their Subsidiaries to, pay promptly when due all taxes, assessments, governmental charges, claims for labor, supplies, rent and other obligations which, if unpaid, might become a lien against the property of the Borrowers or any Subsidiary, except liabilities being contested in good faith by appropriate proceedings diligently pursued. 6.05 Insurance. The Borrowers will maintain, and will cause each of their Subsidiaries to maintain (either in the name of the Borrowers or in such Subsidiary's own name), with financially sound and reputable insurance companies, insurance on all their property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies of established repute engaged in the same or similar businesses. 6.06 Maintenance of Property. The Borrowers shall, and shall cause each Subsidiary to, maintain all of their properties and assets in good condition, repair and working order, ordinary wear and tear excepted. SECTION 7. Negative Covenants. The Borrowers hereby covenant and agree that on the Effective Date and thereafter until the Commitments have terminated, no Notes are outstanding and the Loans, together with interest, Fees and all other obligations (other than any indemnities described in Section I 1. 12 which are not then owing) incurred hereunder, are paid in full: 7.01 Liens. Neither Parent nor any of its Consolidated Subsidiaries will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (i) Liens securing any loan to be made under the Credit Agreement among Corp., the banks signatory thereto and Credit Suisse First Boston, New York Branch, originally dated as of December 29, 1989, as amended and restated on October 1, 1997 and as may be amended thereafter from time to time; -25-

(ii) Liens created on certain insurance premiums by a Trust Agreement effective December 31, 1989 between Municipal Bond Investors Assurance Corporation, MBIA Insurance Corp. of Illinois and the trustee thereunder, as amended on February 28, 1995 and as may be amended from time to time thereafter; (iii) as to Corp., Liens (in addition to Liens permitted under Section 7.01(i), (iv) and (v)) in an aggregate principal amount of up to $10,000,000; (iv) Liens not securing Debt which are incurred in the ordinary course of business; and (v) Liens securing repurchase agreements constituting a borrowing of funds by Parent or any Subsidiary of Parent in the ordinary course of business for liquidity purposes and in no event for a period exceeding 90 days in each case. 7.02 Dissolution. No Borrower shall suffer or permit dissolution or liquidation either in whole or in part or redeem

(ii) Liens created on certain insurance premiums by a Trust Agreement effective December 31, 1989 between Municipal Bond Investors Assurance Corporation, MBIA Insurance Corp. of Illinois and the trustee thereunder, as amended on February 28, 1995 and as may be amended from time to time thereafter; (iii) as to Corp., Liens (in addition to Liens permitted under Section 7.01(i), (iv) and (v)) in an aggregate principal amount of up to $10,000,000; (iv) Liens not securing Debt which are incurred in the ordinary course of business; and (v) Liens securing repurchase agreements constituting a borrowing of funds by Parent or any Subsidiary of Parent in the ordinary course of business for liquidity purposes and in no event for a period exceeding 90 days in each case. 7.02 Dissolution. No Borrower shall suffer or permit dissolution or liquidation either in whole or in part or redeem or retire any shares of their own stock, except through corporate reorganization to the extent permitted by Section 7.03. 7.03 Consolidations, Mergers and Sales of Assets. The Borrowers will not consolidate or merge with or into, or sell, lease or other-wise transfer all or any substantial part of their assets to, any other Person, provided that (a) any Borrower (other than any Designated Borrower) may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) one of the Borrowers is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (b) Subsidiaries of the Borrowers may merge with one another. 7.04 Use of Proceeds. No portion of the proceeds of the Loans will be used by the Borrowers or any Subsidiary (i) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (ii) for any purpose in violation of any applicable law or regulation. 7.05 Change in Fiscal Year. Neither Parent nor Corp. shall change its Fiscal Year without the consent of the Required Lenders. 7.06 Transactions with Affiliates. Neither Parent nor any of its Subsidiaries shall enter into, or be a party to, any transaction with any Affiliate of Parent or such Subsidiary (which Affiliate is not one of the Borrowers or a Subsidiary), except as permitted by law and in the ordinary course of business and pursuant to reasonable terms. 7.07 Leverage Ratio. Parent and Corp. will not permit the ratio of Consolidated Total Debt to Consolidated Total Capitalization at any time to exceed 0.25: 1.00. 7.08 Minimum Net Worth. Parent and Corp. will not permit Consolidated Net Worth to be less than $2,000,000,000 at any time. -26-

SECTION 8. Defaults. 8.01 Events of Default. Upon the occurrence of any of the following specified events (each, an "Event of Default"): (a) any Borrower shall fail to pay when due any principal of any Loan, or shall fail to pay any interest on any Loan within three Business Days after such interest shall become due, or shall fail to pay any fee or other amount payable hereunder within five Business Days after such fee or other amount becomes due; or (b) any Borrower shall fail to observe or perform any covenant contained in Sections 6.01(c), 6.02(ii), 6.03, 6.06, 7.02, 7.03, 7.04, 7.07 or 7.08; or (c) any Borrower shall fail to observe or perform any covenant contained in Section 7.01 for five days after the

SECTION 8. Defaults. 8.01 Events of Default. Upon the occurrence of any of the following specified events (each, an "Event of Default"): (a) any Borrower shall fail to pay when due any principal of any Loan, or shall fail to pay any interest on any Loan within three Business Days after such interest shall become due, or shall fail to pay any fee or other amount payable hereunder within five Business Days after such fee or other amount becomes due; or (b) any Borrower shall fail to observe or perform any covenant contained in Sections 6.01(c), 6.02(ii), 6.03, 6.06, 7.02, 7.03, 7.04, 7.07 or 7.08; or (c) any Borrower shall fail to observe or perform any covenant contained in Section 7.01 for five days after the earlier of (i) the first day on which any Borrower has knowledge of such failure or (ii) written notice thereof has been given to any Borrower by the Administrative Agent at the request of any Lender; or (d) any Borrower shall fail to observe or perform any covenant or agreement contained herein (other than those covered by clause (a), (b) or (c) above) for 30 days after the earlier of (i) the first day on which any Borrower has knowledge of such failure or (ii) written notice thereof has been given to any Borrower by the Administrative Agent at the request of any Lender; or (e) any representation, warranty, certification or statement made or deemed made by any Borrower in Section 5 of this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made (or deemed made); or (f) Parent or any Subsidiary shall fail to make any payment in respect of Debt outstanding in an aggregate principal amount equal to or in excess of $10,000,000 (other than the Notes) when due at final stated maturity (after giving effect to any applicable grace period); or (g) any event or condition shall occur which results in the acceleration of the maturity of Debt outstanding in an aggregate amount equal to or in excess of $10,000,000 of Parent or any Subsidiary or the mandatory prepayment or purchase of such Debt by Parent (or its designee) or such Subsidiary (or its designee) prior to the scheduled maturity thereof; or (h) Parent or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to themselves or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of them or any substantial part of their property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against them, or shall make a general -27-

assignment for the benefit of creditors, or shall fail generally, or shall admit in writing their inability, to pay their debts as they become due, or shall take any corporate action to authorize any of the foregoing, or shall become or be declared by a court of competent jurisdiction to be insolvent; or (i) an involuntary case or other proceeding shall be commenced against Parent or any Subsidiary seeking liquidation, reorganization or other relief with respect to them or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of them or any substantial part of their property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against Parent or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; or (j) Parent, Corp. or any member of the Controlled Group shall fail to pay when due any material amount which they shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall

assignment for the benefit of creditors, or shall fail generally, or shall admit in writing their inability, to pay their debts as they become due, or shall take any corporate action to authorize any of the foregoing, or shall become or be declared by a court of competent jurisdiction to be insolvent; or (i) an involuntary case or other proceeding shall be commenced against Parent or any Subsidiary seeking liquidation, reorganization or other relief with respect to them or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of them or any substantial part of their property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against Parent or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; or (j) Parent, Corp. or any member of the Controlled Group shall fail to pay when due any material amount which they shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated; or (k) one or more judgments or orders for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against Parent or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; or (1) a federal tax lien shall be filed against Parent or any Subsidiary under Section 6323 of the Code or a lien of the PBGC shall be filed against any Parent or any Subsidiary under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of 25 days after the date of filing; or (m) (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act) of 40% or more of the outstanding shares of the voting stock of Parent; or (ii) as of any date a majority of the Board of Directors of Parent consists of individuals who were not either (A) directors of Parent as of the corresponding date of the previous year, (B) selected or nominated to become directors by the Board of Directors of Parent of which a majority consisted of individuals described in clause (A), or (C) selected or nominated to become directors by the Board of Directors of Parent of which a majority consisted of individuals described in clause (A) and individuals described in clause (B); or -28-

(n) Parent shall at any time or times and for any reason cease to own (either directly or indirectly through a wholly-owned intermediate Subsidiary) all of the Capital Stock or other ownership interests (except for director's qualifying shares) of Corp. or (o) Corp. shall fail to maintain an insurer claims paying rating of AA or better as determined by Standard and Poor's Corporation and Aa2 or better as determined by Moody's Investors Service, Inc.; or (p) Parent shall fail to maintain a long term debt rating of A or better as determined by Standard and Poor's Corporation and A2 or better as determined by Moody's Investors Service, Inc.; or (q) at any time when any DB Loan is outstanding, the respective Financial Guaranty Insurance Policy or any material provision thereof shall cease to be in full force or effect or Corp. shall deny or disaffirm its obligations under such Financial Guaranty Insurance Policy; then, and in every such event, the Administrative Agent shall (i) if requested by the Required Lenders, by notice to Parent and Corp. terminate the Commitments and they shall thereupon terminate, and (ii) if requested by the Required Lenders, by notice to Parent and Corp. declare the Notes (together with accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents to be, and the Notes (together with all accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents shall

(n) Parent shall at any time or times and for any reason cease to own (either directly or indirectly through a wholly-owned intermediate Subsidiary) all of the Capital Stock or other ownership interests (except for director's qualifying shares) of Corp. or (o) Corp. shall fail to maintain an insurer claims paying rating of AA or better as determined by Standard and Poor's Corporation and Aa2 or better as determined by Moody's Investors Service, Inc.; or (p) Parent shall fail to maintain a long term debt rating of A or better as determined by Standard and Poor's Corporation and A2 or better as determined by Moody's Investors Service, Inc.; or (q) at any time when any DB Loan is outstanding, the respective Financial Guaranty Insurance Policy or any material provision thereof shall cease to be in full force or effect or Corp. shall deny or disaffirm its obligations under such Financial Guaranty Insurance Policy; then, and in every such event, the Administrative Agent shall (i) if requested by the Required Lenders, by notice to Parent and Corp. terminate the Commitments and they shall thereupon terminate, and (ii) if requested by the Required Lenders, by notice to Parent and Corp. declare the Notes (together with accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents to be, and the Notes (together with all accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; provided that if any Event of Default specified in clause (h) or (i) above occurs with respect to Parent or Corp., without any notice to Parent or Corp. or any other act by the Administrative Agent or the Lenders, the Total Commitment shall thereupon automatically terminate and the Notes (together with accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents shall automatically become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; provided, further' that, except in the case of an Event of Default under Section 8.01(q), the principal of and interest on DB Loans shall not become due and payable pursuant to this Section 8.01 prior to their respective DB Loan Maturity Date. Notwithstanding the foregoing, the Administrative Agent shall have available to it all other remedies at law or equity, and shall exercise any one or all of them at the request of the Required Lenders. 8.02 Notice of Default. The Administrative Agent shall give notice to the Borrowers of any Default under Sections 8.01(c) or 8.01(d) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof. SECTION 9. Definitions. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms in this Agreement shall include in the singular number the plural and in the plural the singular: -29-

"Absolute Rate" shall mean an interest rate (rounded to the nearest .0001) expressed as a decimal. "Absolute Rate Borrowing" shall mean a Competitive Bid Borrowing with respect to which a Borrower has requested that the Bidder Lenders offer to make Competitive Bid Loans at Absolute Rates. "Administrative Agent" shall mean Deutsche Bank and shall include any successor to the Administrative Agent appointed pursuant to Section 10.09. "Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise. "Agents" shall mean the Administrative Agent, the Syndication Agent and the Documentation Agent.

"Absolute Rate" shall mean an interest rate (rounded to the nearest .0001) expressed as a decimal. "Absolute Rate Borrowing" shall mean a Competitive Bid Borrowing with respect to which a Borrower has requested that the Bidder Lenders offer to make Competitive Bid Loans at Absolute Rates. "Administrative Agent" shall mean Deutsche Bank and shall include any successor to the Administrative Agent appointed pursuant to Section 10.09. "Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or otherwise. "Agents" shall mean the Administrative Agent, the Syndication Agent and the Documentation Agent. "Aggregate Loan Outstandings" shall have the meaning provided in Section 3.02(a). "Agreement" shall mean this Credit Agreement, as the same may be from time to time modified, amended and/or supplemented. "Assignment Agreement" shall mean the Assignment Agreement in the form of Exhibit G (appropriately completed). "Assuming Lender" shall have the meaning provided in Section 1.16. "Authorized Officer" shall mean any senior officer of any Borrower designated as such in writing to the Administrative Agent by such Borrower. "Base Rate" shall mean, at any time, the higher of (i) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the Prime Lending Rate. "Base Rate Loan" shall mean each Revolving Loan that is not a Eurodollar Loan. "Bidder Lender" shall mean each Lender that has notified in writing (and has not withdrawn such notice) the Administrative Agent that it desires to participate generally in the bidding arrangements relating to Competitive Bid Borrowings, "Borrowers" shall mean Parent, Corp. and each Designated Borrower, if any. -30-

"Borrowing" shall mean (i) the incurrence by a single Borrower of Revolving Loans that are Base Rate Loans on a pro rata basis from all Lenders; (ii) the incurrence by a single Borrower of Revolving Loans that are Eurodollar Loans on a P o rata basis from all Lenders, on a given date (or resulting from conversions on a given date), having the same Interest Period, provided that Base Rate Loans incurred pursuant to Section 1. II (b) shall be considered part of any related Borrowing of Eurodollar Loans; and (iii) a Competitive Bid Borrowing. "Business Day" shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans and Competitive Bid Loans made pursuant to a Spread Borrowing, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in the London interbank Eurodollar market. "Capital Stock" means any nonredeemable capital stock of Parent or any Consolidated Subsidiary (to the extent

"Borrowing" shall mean (i) the incurrence by a single Borrower of Revolving Loans that are Base Rate Loans on a pro rata basis from all Lenders; (ii) the incurrence by a single Borrower of Revolving Loans that are Eurodollar Loans on a P o rata basis from all Lenders, on a given date (or resulting from conversions on a given date), having the same Interest Period, provided that Base Rate Loans incurred pursuant to Section 1. II (b) shall be considered part of any related Borrowing of Eurodollar Loans; and (iii) a Competitive Bid Borrowing. "Business Day" shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans and Competitive Bid Loans made pursuant to a Spread Borrowing, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in the London interbank Eurodollar market. "Capital Stock" means any nonredeemable capital stock of Parent or any Consolidated Subsidiary (to the extent issued to a Person other than the Borrowers), whether common or preferred. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and the rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Effective Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor. "Commitment" shall mean, with respect to each Lender, at any time, the amount set forth opposite such Lender's name on Annex I, as the same may be increased pursuant to Section 1.16 and/or reduced pursuant to Sections 2.02, 2.03 or 8.0 1. "Commitment Assumption Agreement" shall mean each Commitment Assumption Agreement in the form of Exhibit H attached hereto executed in accordance with Section 1.16. "Commitment Assumption Date" shall mean the Business Day following the date on which each Commitment Assumption Agreement is delivered to the Administrative Agent pursuant to Section 1.16. "Competitive Bid Borrowing" shall mean a Borrowing by a single Borrower of Competitive Bid Loans pursuant to Section 1.04. "Competitive Bid Loan" shall have the meaning specified in Section 1.01(b). "Competitive Bid Note" shall have the meaning provided in Section 1.06(a). "Consolidated Net Worth" shall mean the Net Worth of Parent and its Subsidiaries determined on a consolidated basis. -31-

"Consolidated Subsidiary" shall mean at any date any Subsidiary or other entity the accounts of which, in accordance with GAAP, would be consolidated with those of Parent in its consolidated financial statements as of such date. "Consolidated Total Capitalization" shall mean, as of any date of determination, the sum of (i) Consolidated Total Debt and (ii) Consolidated Net Worth. "Consolidated Total Debt" shall mean, as of any date of determination, all Debt of Parent and its Subsidiaries on such date determined on a consolidated basis. "Controlled Group" shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with either Parent or Corp., are treated as a single employer under Section 414 of the Code.

"Consolidated Subsidiary" shall mean at any date any Subsidiary or other entity the accounts of which, in accordance with GAAP, would be consolidated with those of Parent in its consolidated financial statements as of such date. "Consolidated Total Capitalization" shall mean, as of any date of determination, the sum of (i) Consolidated Total Debt and (ii) Consolidated Net Worth. "Consolidated Total Debt" shall mean, as of any date of determination, all Debt of Parent and its Subsidiaries on such date determined on a consolidated basis. "Controlled Group" shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with either Parent or Corp., are treated as a single employer under Section 414 of the Code. "Credit Documents" shall mean this Agreement, the Notes and each Financial Guaranty Insurance Policy delivered pursuant to Section 4.02(d), "DB Assumption Agreement" shall mean an Assumption Agreement in the form of Exhibit I attached hereto executed in accordance with Section 1.17. "DB Loan Maturity Date" shall mean (a) with respect to each DB Loan constituting a Revolving Loan, the maturity date selected by the respective Designated Borrower in accordance with Section 1.03(a) as being applicable to such DB Loan, which maturity date shall not be more than 180 days after the date of incurrence of such DB Loan (and in no event later than the Final Maturity Date) and (b) with respect to each DB Loan constituting a Competitive Bid Loan, the maturity of such Competitive Bid Loan selected in accordance with Section 1.04(a). "DB Loans" shall mean any Loans incurred by a Designated Borrower. "Debt" of any Person shall mean at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee under capital leases, (v) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker's acceptance, (vi) all Redeemable Preferred Stock of such Person (in the event such Person is a corporation), (vii) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (viii) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (ix) all Debt of others Guaranteed by such Person, provided that in the case of Corp. the calculation of Debt shall not include Debt of others guaranteed by Corp. in the ordinary course of its business. "Default" shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default. -32-

"Defaulting Lender" shall mean any Lender with respect to which a Lender Default is in effect. "Designated Borrower" shall mean each Person designated as a Designated Borrower in accordance with Section 1. 17. "Documentation Agent" shall mean Fleet National Bank, "Dollars" and the sign "$" shall each mean freely transferable lawful money of the United States.

"Defaulting Lender" shall mean any Lender with respect to which a Lender Default is in effect. "Designated Borrower" shall mean each Person designated as a Designated Borrower in accordance with Section 1. 17. "Documentation Agent" shall mean Fleet National Bank, "Dollars" and the sign "$" shall each mean freely transferable lawful money of the United States. "Effective Date" shall have the meaning provided in Section 4.01. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect as of the Effective Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor. "Eurodollar Loan" shall mean each Revolving Loan that at the election of any Borrower is bearing interest by reference to LIBOR. "Event of Default" shall have the meaning specified in Section 8.01. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. "Existing Credit Agreements" shall mean (i) the Credit Agreement, dated as of August 31, 1994, among Parent, Municipal Bond Investors Assurance Corporation, various lending institutions and Wachovia Bank of Georgia, N.A., as Agent, (ii) the Loan Agreement, dated as of July 13, 1990, between Parent and Credit Suisse First Boston, New York Branch and (iii) the Credit Agreement, dated as of June 25, 1992, among Capital Markets Assurance Corporation, various lending institutions and Bank of Montreal, as Agent. "Facility Fees" shall have the meaning specified in Section 2.01(a). "Federal Funds Effective Rate" shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent. "Fees" shall mean all amounts payable pursuant to, or referred to in, Section 3.01. -33-

"Final Maturity Date" shall mean the date occurring 364 days after the Effective Date, or such later date to which the Final Maturity Date shall have been extended pursuant to Section 1.15. "Financial Guaranty Insurance Policy" shall have the meaning specified in Section 4.02(d). "Fiscal Year" means any fiscal year of the Borrowers. "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect on the date of this Agreement. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing,

"Final Maturity Date" shall mean the date occurring 364 days after the Effective Date, or such later date to which the Final Maturity Date shall have been extended pursuant to Section 1.15. "Financial Guaranty Insurance Policy" shall have the meaning specified in Section 4.02(d). "Fiscal Year" means any fiscal year of the Borrowers. "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect on the date of this Agreement. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to secure, purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to provide collateral security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include: (i) endorsements for collection or deposit in the ordinary course of business; and (ii) in the case of Corp., Debt of others guaranteed by Corp. in the ordinary course of its business. The term "Guarantee" used as a verb has a corresponding meaning. "Interest Period" shall mean (a) with respect to any Eurodollar Loan, the interest period applicable thereto, as determined pursuant to Section 1.10 and (b) with respect to any Competitive Bid Loan, the period beginning on the date of incurrence thereof and ending on the stated maturity date thereof. "Interest Rate Basis" shall mean LIBOR and/or such other basis for determining an interest rate as the Borrowers and the Administrative Agent may agree upon from time to time. "Lender" or "Lenders" shall have the meaning provided in the first paragraph of this Agreement. "Lender Default" shall mean (i) the refusal (which has not been retracted) of a Lender to make available its portion of any incurrence of Revolving Loans or (ii) a Lender having notified the Administrative Agent and/or any Borrower that it does not intend to comply with its obligations under Section 1.01, in the case of either clause (i) or (ii) as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority. "Lender Register" shall have the meaning provided in Section 11.15. -34-

"LIBOR" shall mean for each Interest Period applicable to a Loan (other than a Base Rate Loan), the rate per annum that appears on page 3750 of the Dow Jones Telerate Screen (or any successor page) for Dollar deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for Dollar deposits of amounts in same day funds comparable to the outstanding principal amount of such Dollar-denominated Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Lien" shall mean, with respect to any asset, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, preferential arrangement which has the practical effect of constituting a security interest or encumbrance, servitude or encumbrance of any kind in respect of such asset to secure or assure payment of a Debt or a Guarantee, whether by consensual agreement or by operation of statute or other

"LIBOR" shall mean for each Interest Period applicable to a Loan (other than a Base Rate Loan), the rate per annum that appears on page 3750 of the Dow Jones Telerate Screen (or any successor page) for Dollar deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for Dollar deposits of amounts in same day funds comparable to the outstanding principal amount of such Dollar-denominated Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Lien" shall mean, with respect to any asset, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, preferential arrangement which has the practical effect of constituting a security interest or encumbrance, servitude or encumbrance of any kind in respect of such asset to secure or assure payment of a Debt or a Guarantee, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing. For the purposes of this Agreement, Parent or any Subsidiary shall be deemed to own subject to a Lien any asset which they have acquired or hold subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan" shall mean each Revolving Loan and each Competitive Bid Loan. "Margin Stock" shall have the meaning provided in Regulation U. "Material Adverse Effect" shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not related, a material adverse change in, or a material adverse effect upon, any of (a) the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, or the ability of each Borrower to perform its obligations under the Credit Documents to which it is a party, as applicable, or (b) the legality, validity or enforceability of any Credit Document. "Minimum Borrowing Amount" shall mean (i) for any Revolving Loans $2,500,000, and (ii) for any Competitive Bid Loans, $1,000,000. "Multiemployer Plan" shall mean a plan within the meaning of Section 4001(a)(3) of ERISA. "Net Worth" shall mean, as to any Person, the sum of its capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders equity, excluding any treasury stock. "Non-Continuing Lender" shall have the meaning specified in Section 1.15. "Non-Defaulting Lender" shall mean each Lender other than a Defaulting Lender. -35-

"Note" shall mean each Revolving Note and each Competitive Bid Note. "Notice of Borrowing" shall have the meaning provided in Section 1.03(a). "Notice of Competitive Bid Borrowing" shall have the meaning provided in Section 1.04(a). "Notice of Conversion" shall have the meaning provided in Section 1.07. "Notice Office" shall mean the office of the Administrative Agent at 31 West 52nd Street, New York, NY 10019 or such other office as the Administrative Agent may designate to the Borrowers from time to time.

"Note" shall mean each Revolving Note and each Competitive Bid Note. "Notice of Borrowing" shall have the meaning provided in Section 1.03(a). "Notice of Competitive Bid Borrowing" shall have the meaning provided in Section 1.04(a). "Notice of Conversion" shall have the meaning provided in Section 1.07. "Notice Office" shall mean the office of the Administrative Agent at 31 West 52nd Street, New York, NY 10019 or such other office as the Administrative Agent may designate to the Borrowers from time to time. "Obligations" shall mean all amounts, direct or indirect, contingent or absolute, of every type or description, and at any time existing, owing to any Agent or any Lender pursuant to the terms of this Agreement or any other Credit Document. "Payment Office" shall mean the office of the Administrative Agent at 31 West 52nd Street, New York, NY 10019 or such other office or offices as the Administrative Agent may designate to the Borrowers from time to time. "PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto. "Person" shall mean any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise or business entity or any government or political subdivision or any agency, department or instrumentality thereof "Plan" shall mean at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by a member of the Controlled Group for employees of any member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding 5 plan years made contributions. "Prime Lending Rate" shall mean the rate which Deutsche Bank announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Deutsche Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate. "Principal Amount" shall mean the stated principal amount of each Loan. "Recommitment Deadline" shall have the meaning specified in Section 1.15. -36-

"Redeemable Preferred Stock" of any Person shall mean any preferred stock issued by such Person which is at any time prior to the Final Maturity Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof. "Regulation U" shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements. "Regulation X" shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

"Redeemable Preferred Stock" of any Person shall mean any preferred stock issued by such Person which is at any time prior to the Final Maturity Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof. "Regulation U" shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements. "Regulation X" shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements. "Replaced Lender" shall have the meaning provided in Section 1.14. "Replacement Lender" shall have the meaning provided in Section 1.14. "Required Lenders" shall mean at any time Non-Defaulting Lenders having at least a majority of the aggregate Commitments of all Non-Defaulting Lenders-, provided that if the Total Commitment has been terminated, then the Required Lenders shall mean Lenders whose outstanding Loans equal or exceed a majority of the aggregate outstanding Loans at such time. "Revolving Loan" shall have the meaning specified in Section 1.01(a). "Revolving Note" shall have the meaning provided in Section 1.06(a). "Section 3.04 Certificate" shall have the meaning provided in Section 3.04(b)(ii). "Spread" shall mean a percentage per annum in excess of, or less than, an Interest Rate Basis. "Spread Borrowing" shall mean a Competitive Bid Borrowing with respect to which a Borrower has requested the Bidder Lenders to make Competitive Bid Loans at a Spread over or under a specified Interest Rate Basis. "Statutory Accounting Principles" shall mean statutory accounting principles prescribed by the National Association of Insurance Commissioners that are to be used in making the calculations for purposes of determining compliance with the terms of this Agreement. "Subsidiary" of any Person shall mean and include (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the -37-

time. Unless other-wise expressly provided, all references herein to "Subsidiary" shall mean a Subsidiary of Parent. "Syndication Agent" shall mean The First National Bank of Chicago. "Taxes" shall have the meaning provided in Section 3.04(a). "Total Commitment" shall mean, at any time, the sum of the Commitments of each of the Lenders at such time. "Total Unutilized Commitment" shall mean, at any time, (i) the Total Commitment at such time less (ii) the sum of the aggregate Principal Amount of all outstanding Loans at such time. "Type" shall mean any type of Loan determined with respect to the interest option applicable thereto.

time. Unless other-wise expressly provided, all references herein to "Subsidiary" shall mean a Subsidiary of Parent. "Syndication Agent" shall mean The First National Bank of Chicago. "Taxes" shall have the meaning provided in Section 3.04(a). "Total Commitment" shall mean, at any time, the sum of the Commitments of each of the Lenders at such time. "Total Unutilized Commitment" shall mean, at any time, (i) the Total Commitment at such time less (ii) the sum of the aggregate Principal Amount of all outstanding Loans at such time. "Type" shall mean any type of Loan determined with respect to the interest option applicable thereto. "UCC" shall mean the Uniform Commercial Code. "Wholly-Owned Subsidiary" of any Person shall mean any other Person to the extent all of the capital stock or other ownership interests in such other Person, other than directors' qualifying shares, is owned directly or indirectly by such first Person. "Written" or "in writing" shall mean any form of written communication or a communication by means of facsimile transmission, telegraph or cable. SECTION 10. Agents, etc. 10.01 Appointment. The Lenders hereby designate Deutsche Bank as Administrative Agent, The First National Bank of Chicago as Syndication Agent and Fleet National Bank as Documentation Agent to act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note by the acceptance of such Note shall be deemed irrevocably to authorize, each Agent to take such action on its behalf under the provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of such Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agents may per-form any of their duties hereunder by or through their respective officers, directors, agents, employees or affiliates. 10.02 Nature of Duties. No Agent shall have any duties or responsibilities except those expressly set forth in this Agreement and the other Credit Documents. No Agent or any of its respective officers, directors, agents, employees or affiliates shall be liable for any action taken or omitted by them hereunder or under any other Credit Document or in connection herewith or therewith, unless caused by their gross negligence or willful misconduct. The duties of each Agent shall be mechanical and administrative in nature; no Agent shall have by reason of this Agreement or any other Credit Document a fiduciary relationship in respect of any Lender or the -38-

holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon either Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein with respect to such Agent, 10.03 Lack of Reliance on the Agents. Independently and without reliance upon any Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrowers and their Subsidiaries and, except as expressly provided in this Agreement, no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. No Agent shall be responsible to any Lender or the holder of any Note for any recitals, statements,

holder of any Note; and nothing in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon either Agent any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein with respect to such Agent, 10.03 Lack of Reliance on the Agents. Independently and without reliance upon any Agent, each Lender and the holder of each Note, to the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition and affairs of the Borrowers and their Subsidiaries in connection with the making and the continuance of the Loans and the taking or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrowers and their Subsidiaries and, except as expressly provided in this Agreement, no Agent shall have any duty or responsibility, either initially or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter. No Agent shall be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, perfection, collectibility, priority or sufficiency of this Agreement or any other Credit Document or the financial condition of the Borrowers and their Subsidiaries or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition of the Borrowers and their Subsidiaries or the existence or possible existence of any Default or Event of Default. 10.04 Certain Rights of the Agents. If any Agent shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any other Credit Document, such Agent shall be entitled to refrain from such act or taking such action unless and until such Agent shall have received instructions from the Required Lenders; and no Agent shall incur liability to any Person by reason of so refraining. Without limiting the foregoing, neither any Lender nor the holder of any Note shall have any right of action whatsoever against an Agent as a result of such Agent acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders. 10.05 Reliance. Each Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype, facsimile or telecopier message, cablegram, radiogram, order or other document or telephone message signed, sent or made by any Person that such Agent believed to be the proper Person, and, with respect to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice of counsel selected by such Agent. 10.06 Indemnification. To the extent an Agent is not reimbursed and indemnified by the Borrowers, the Lenders will reimburse and indemnify such Agent, in proportion to their respective "percentages" as used in determining the Required Lenders, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or -39-

incurred by such Agent in performing its respective duties hereunder or under any other Credit Document, in any way relating to or arising out of this Agreement or any other Credit Document provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent. 10.07 The Agents in Their Individual Capacities. With respect to its obligation to make Loans under this Agreement, each Agent shall have the rights and powers specified herein for a "Lender" and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term "Lenders," "Required Lenders," "holders of Notes" or any similar terms shall, unless the context clearly otherwise indicates, include the Agents in their individual capacities. Each Agent may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with any Borrower or any Affiliate of any Borrower as if they were not performing the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection with this Agreement and otherwise without having to account for the same to the Lenders.

incurred by such Agent in performing its respective duties hereunder or under any other Credit Document, in any way relating to or arising out of this Agreement or any other Credit Document provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or willful misconduct of such Agent. 10.07 The Agents in Their Individual Capacities. With respect to its obligation to make Loans under this Agreement, each Agent shall have the rights and powers specified herein for a "Lender" and may exercise the same rights and powers as though it were not performing the duties specified herein; and the term "Lenders," "Required Lenders," "holders of Notes" or any similar terms shall, unless the context clearly otherwise indicates, include the Agents in their individual capacities. Each Agent may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with any Borrower or any Affiliate of any Borrower as if they were not performing the duties specified herein, and may accept fees and other consideration from any Borrower for services in connection with this Agreement and otherwise without having to account for the same to the Lenders. 10.08 Holders. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or indorsee, as the case may be, of such Note or of any Note or Notes issued in exchange therefor. 10.09 Resignation by an Agent. (a) The Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents at any time by giving 15 Business Days' prior written notice to the Borrowers and the Lenders. Such resignation shall take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided below. Upon the effectiveness of such resignation, the resigning Administrative Agent shall return to Parent and/or Corp. a prorated portion of any administrative fee that has been paid in advance for the period following the effectiveness of its resignation. (b) Upon any such notice of resignation, the Required Lenders shall appoint a successor Administrative Agent hereunder who shall be a Lender, commercial bank or trust company reasonably acceptable to Parent and Corp. (c) If a successor Administrative Agent shall not have been so appointed within such 15 Business Day period, the Administrative Agent, with the consent of Parent and Corp., shall then appoint a successor Administrative Agent who shall serve as Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above. (d) Each of the Documentation Agent and the Syndication Agent may resign from the performance of all of its functions and duties hereunder and/or under the other Credit -40-

Documents in such capacity at any time by giving five Business Days' prior written notice to the Lenders. Such resignation shall take effect at the end of such five Business Days. 10.10 Documentation Agent, Syndication Agent. Nothing this Agreement shall impose on the Documentation Agent or the Syndication Agent, in their capacity as such, any duties or obligations. SECTION 11. Miscellaneous. 11.01 Payment of Expenses, etc. The Borrowers jointly and severally agree to: (i) pay all reasonable out-ofpocket costs and expenses (1) of the Administrative Agent in connection with the negotiation, syndication, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (2) of the Agents and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without

Documents in such capacity at any time by giving five Business Days' prior written notice to the Lenders. Such resignation shall take effect at the end of such five Business Days. 10.10 Documentation Agent, Syndication Agent. Nothing this Agreement shall impose on the Documentation Agent or the Syndication Agent, in their capacity as such, any duties or obligations. SECTION 11. Miscellaneous. 11.01 Payment of Expenses, etc. The Borrowers jointly and severally agree to: (i) pay all reasonable out-ofpocket costs and expenses (1) of the Administrative Agent in connection with the negotiation, syndication, preparation, execution and delivery of the Credit Documents and the documents and instruments referred to therein and any amendment, waiver or consent relating thereto (including, without limitation, the reasonable fees and disbursements of White & Case LLP) and (2) of the Agents and each of the Lenders in connection with the enforcement of the Credit Documents and the documents and instruments referred to therein (including, without limitation, the reasonable fees and disbursements of counsel for each Agent and for each of the Lenders); (ii) pay and hold each of the Agents and Lenders harmless from and against any and all present and future stamp, VAT and other similar taxes with respect to the foregoing matters and/or fees and save each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to such Lender) to pay such taxes; and (iii) indemnify each Lender (including in its capacity as an Agent), its officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, an investigation, litigation or other proceeding (whether or not an Agent or any Lender is a party thereto and whether or not any such investigation, litigation or other proceeding is between or among an Agent, any Lender, or any third Person or otherwise) related to the entering into and/or performance of any Credit Document or the use of the proceeds of any Loans hereunder or the consummation of any transactions contemplated in any Credit Document, and in each case, including, without limitation, the reasonable fees and disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified). 11.02 Lender Enforceability Opinions. Within 45 days following the Effective Date, each Lender agrees to deliver to Parent and Corp. an opinion or opinions (as applicable) of counsel to such Lender (which opinion or opinions may be from internal counsel to such Lender) substantially in the form of Exhibit J or in such other form as is reasonably acceptable to Parent and Corp. relating to the enforceability of such Lender's obligations under the Credit Documents. Upon a Lender first becoming a party hereunder pursuant to Section 1.14, 1.16 or 11.04, such Lender agrees to deliver to Parent and Corp. an opinion or opinions (as applicable) of counsel to such Lender (which opinion or opinions may be from internal counsel to such Lender) substantially in the form of Exhibit J or in such other form as is reasonably acceptable to Parent and Corp. relating to the enforceability of such Lender's obligations under the Credit Documents. Notwithstanding the foregoing, the failure by a Lender to provide the opinion or opinions referred -41-

to in this Section 11.02 shall not affect any of the obligations of the Borrowers hereunder or under the other Credit Documents. 11.03 Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier or facsimile) and mailed, telecopied, fixed or delivered, if to a Borrower, at the address specified opposite its signature below or in the other relevant Credit Documents, as the case may be; if to any Lender or the Administrative Agent, at its address specified for such Lender or the Administrative Agent on Annex II hereto; or, at such other address as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be mailed, telecopied or sent by overnight courier, and shall be effective when received. 11.04 Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, provided that no Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lenders. Each Lender

to in this Section 11.02 shall not affect any of the obligations of the Borrowers hereunder or under the other Credit Documents. 11.03 Notices. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier or facsimile) and mailed, telecopied, fixed or delivered, if to a Borrower, at the address specified opposite its signature below or in the other relevant Credit Documents, as the case may be; if to any Lender or the Administrative Agent, at its address specified for such Lender or the Administrative Agent on Annex II hereto; or, at such other address as shall be designated by any party in a written notice to the other parties hereto. All such notices and communications shall be mailed, telecopied or sent by overnight courier, and shall be effective when received. 11.04 Benefit of Agreement. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto, provided that no Borrower may assign or transfer any of its rights or obligations hereunder without the prior written consent of the Lenders. Each Lender may at any time grant participations in any of its rights hereunder or under any of the Notes to any Person, provided that (x) in the case of any such participation, the participant shall not have any rights under this Agreement or any of the other Credit Documents (the participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable by the Borrowers hereunder shall be determined as if such Lender had not sold such participation, except that the participant shall be entitled to the benefits of Sections 1.11 and 3.04 of this Agreement to the extent that such Lender would be entitled to such benefits if the participation had not been entered into or sold and (y) no Lender shall transfer, grant or assign any participation under which the participant shall have rights to approve any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend the time of payment of interest or Fees thereon (except in connection with a waiver of the applicability of any post-default increase in interest rates), or reduce the principal amount thereof, or increase such participant's participating interest in any Commitment over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment, or a mandatory prepayment, shall not constitute a change in the terms of any Commitment). (b) Notwithstanding the foregoing, (x) any Lender may assign all or a portion of its Commitment and its rights and obligations hereunder to another Lender (or an Affiliate of such assigning Lender), and (y) with the consent of the Administrative Agent and, so long as no Default under Section 8.01(a) or 8.01(h) or Event of Default exists, Parent (which consent shall not be unreasonably withheld), any Lender may assign all or a portion of its Commitment and its rights and obligations hereunder to one or more Persons. No assignment pursuant to the immediately preceding sentence by a Lender (or by Lenders which are Affiliates of each other) shall to the extent such assignment represents an assignment to an institution other than one or more Lenders hereunder (or to an Affiliate of an assigning Lender), be in an aggregate amount less than $10,000,000 unless the entire Commitment of the assigning Lender (or group of Lenders which are Affiliates) is so assigned. If any Lender so sells or assigns all or a part of its rights -42-

hereunder or under the Notes, any reference in this Agreement or the Notes to such assigning Lender shall thereafter refer to such Lender and to the respective assignee to the extent of their respective interests and the respective assignee shall have to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 11.04(b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (appropriately completed). At the time of any such assignment, (i) either the assigning or the assignee Lender shall pay to the Administrative Agent a nonrefundable assignment fee of $3,500, (ii) Annex I shall be deemed to be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and of the other Lenders, and (iii) the Borrowers at such. time will issue new Notes to the respective assignee and to the assigning Lender in conformity with the requirements of Section 1.06. To the extent any assignment pursuant to this Section 11.04(b) is to a Person which is not already a Lender hereunder and which is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to Parent and the Administrative

hereunder or under the Notes, any reference in this Agreement or the Notes to such assigning Lender shall thereafter refer to such Lender and to the respective assignee to the extent of their respective interests and the respective assignee shall have to the extent of such assignment (unless otherwise provided therein), the same rights and benefits as it would if it were such assigning Lender. Each assignment pursuant to this Section 11.04(b) shall be effected by the assigning Lender and the assignee Lender executing an Assignment Agreement (appropriately completed). At the time of any such assignment, (i) either the assigning or the assignee Lender shall pay to the Administrative Agent a nonrefundable assignment fee of $3,500, (ii) Annex I shall be deemed to be amended to reflect the Commitment of the respective assignee (which shall result in a direct reduction to the Commitment of the assigning Lender) and of the other Lenders, and (iii) the Borrowers at such. time will issue new Notes to the respective assignee and to the assigning Lender in conformity with the requirements of Section 1.06. To the extent any assignment pursuant to this Section 11.04(b) is to a Person which is not already a Lender hereunder and which is not a United States Person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes, the respective assignee Lender shall provide to Parent and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a Section 3.04 Certificate) described in Section 3.04(b), To the extent that an assignment of all or any portion of a Lender's Commitments and related outstanding obligations pursuant to this Section 11.04(b) would, at the time of such assignment, result in increased costs under Section 1.11 or 3.04 from those being charged by the respective assigning bank prior to such assignment, then the Borrowers shall not be obligated to pay such increased costs (although the Borrowers shall be obligated to pay any other increased costs of the type described above resulting from changes specified in said Section 1.11 or 3.04 occurring after the date of the respective assignment). Each Lender and the Borrowers agree to execute such documents (including without limitation amendments to this Agreement and the other Credit Documents) as shall be necessary to effect the foregoing. Nothing in this clause (b) shall prevent or prohibit any Lender from pledging its Notes or Loans to a Federal Reserve Bank in support of borrowings made by such Lender from such Federal Reserve Bank. (c) Notwithstanding any other provisions of this Section 11.04, no transfer or assignment of the interests or obligations of any Lender hereunder or any grant of participation therein shall be permitted if such transfer, assignment or grant would require any Borrower to file a registration statement with the Securities and Exchange Commission or to qualify the Loans under the "Blue Sky" laws of any State. 11.05 No Waiver, Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. The rights and remedies herein expressly provided are cumulative and not exclusive of any rights or remedies which any Agent or any Lender would otherwise have. 11.06 Payments Pro Rata. (a) The Administrative Agent agrees that promptly after its receipt of each payment from or on behalf of any Borrower in respect of any Obligations of such Borrower hereunder, it shall distribute such payment to the Lenders (other than any -43-

Lender that has expressly waived its right to receive its pro rata share thereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount, provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Lender that has expressly waived its right to receive its pro rata share thereof) pro rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received. (b) Each of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security, by the exercise of the right of setoff or banker's lien, by counterclaim or cross action, by the enforcement of any right under the Credit Documents, or otherwise) which is applicable to the payment of the principal of, or interest on, the Loans or Fees, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without recourse or warranty from the other Lenders an interest in the Obligations of the respective Borrower to such Lenders in such amount as shall result in a proportional participation by all of the Lenders in such amount, provided that if all or any portion of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest. (c) Notwithstanding anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting Lenders. 11.07 Calculations: Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in conformity with GAAP or Statutory Accounting Principles, as the case may be, consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by the Borrowers to the Lenders and with respect to any interim financial statements, subject to changes resulting from audit and normal year-end audit adjustments), provided that (x) except as otherwise specifically provided herein, all computations determining compliance with Sections 7.07 and 7.08, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 1997 financial statements delivered to the Lenders pursuant to Section 5.04(a) and (y) if at any time the computations determining compliance with Sections 7.07 and 7.08 utilize accounting principles different from those utilized in the financial statements furnished to the Lenders, such financial statements shall be accompanied by reconciliation work-sheets. (b) All computations of interest and Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days (365-366 days for interest on Base Rate Loans when the Base Rate is based on the Prime Lending Rate). 11.08 Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this -44-

Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it, to the extent located outside New York City, or by hand, to the extent located within New York City, at its address for notices pursuant to Section 11.03, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of any Agent or any Lender to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any Borrower in any other jurisdiction. (b) Each Borrower each hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause (a) above and hereby further irrevocably

Agreement or any other Credit Document may be brought in the courts of the State of New York or of the United States for the Southern District of New York, and, by execution and delivery of this Agreement, each Borrower hereby irrevocably accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of the aforesaid courts. Each Borrower further irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to it, to the extent located outside New York City, or by hand, to the extent located within New York City, at its address for notices pursuant to Section 11.03, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of any Agent or any Lender to serve process in any manner permitted by law or to commence legal proceedings or otherwise proceed against any Borrower in any other jurisdiction. (b) Each Borrower each hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement or any other Credit Document brought in the courts referred to in clause (a) above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum. (c) Each of the parties to this Agreement hereby irrevocably waives all right to a trial by jury in any action, proceeding or counterclaim arising out of or relating to this Agreement, the other Credit Documents or the transactions contemplated hereby or thereby. 11.09 Counterparts. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with Parent, Corp. and the Administrative Agent. 11.10 Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. 11.11 Amendment or Waiver. Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived, discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the Borrowers and the Required Lenders, provided that no such change, waiver, discharge or termination shall, without the consent of each Lender (other than a Defaulting Lender) directly affected thereby, (i) extend the Final Maturity Date or reduce the rate or extend the time of payment of interest (other than as a result of waiving the applicability of any post-default increase in interest rates) or Fees or other amounts payable hereunder, or reduce the principal amount thereof, or increase the Commitment of any Lender over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitment shall not constitute a change in the terms of any Commitment of any Lender), (ii) amend, modify or waive any provision of this Section 11.11 or of Section 4.02(d), (iii) reduce the percentage specified in, or (except to give effect to any additional facilities hereunder) otherwise modify, the definition of -45-

Required Lenders, or (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement. 11.12 Survival. All indemnities set forth herein including, without limitation, in Section 1.11, 1.12 or 3.04 shall survive the execution and delivery of this Agreement and the making and repayment of the Loans. 11.13 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any branch office, Subsidiary or affiliate of such Lender, provided that the Borrowers shall not be responsible for costs arising under Section 1.11 or 3.04 resulting from any such transfer (other than a transfer pursuant to Section 1.13 or 1.14) to the extent not otherwise applicable to such Lender prior to such transfer. 11.14 Confidentiality. Subject to Section 11.04, the Lenders shall hold all non-public information obtained

Required Lenders, or (iv) consent to the assignment or transfer by any Borrower of any of its rights and obligations under this Agreement. 11.12 Survival. All indemnities set forth herein including, without limitation, in Section 1.11, 1.12 or 3.04 shall survive the execution and delivery of this Agreement and the making and repayment of the Loans. 11.13 Domicile of Loans. Each Lender may transfer and carry its Loans at, to or for the account of any branch office, Subsidiary or affiliate of such Lender, provided that the Borrowers shall not be responsible for costs arising under Section 1.11 or 3.04 resulting from any such transfer (other than a transfer pursuant to Section 1.13 or 1.14) to the extent not otherwise applicable to such Lender prior to such transfer. 11.14 Confidentiality. Subject to Section 11.04, the Lenders shall hold all non-public information obtained pursuant to the requirements of this Agreement in accordance with its customary procedure for handling confidential information of this nature and in accordance with safe and sound banking practices and in any event may make disclosure to its Affiliates, employees, auditors, advisors or counsel or as reasonably required by any bona fide transferee or participant in connection with the contemplated transfer of any Loans or participation therein (so long as such transferee or participant agrees to be bound by the provisions of this Section 11.14) or as required or requested by any governmental agency or representative thereof or pursuant to legal process, provided that, unless specifically prohibited by applicable law or court order, each Lender shall notify Parent of any request by any governmental agency or representative thereof (other than any such request in connection with an examination of the financial condition of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information, and provided further that in no event shall any Lender be obligated or required to return any materials furnished by Parent or any of its Subsidiaries. 11.15 Lender Register. Each Borrower hereby designates the Administrative Agent to serve as its agent, solely for purposes of this Section 11.15, to maintain a register (the "Lender Register") on which it will record the Commitments from time to time of each of the Lenders, the Loans made by each of the Lenders and each repayment in respect of the principal amount of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation, shall not affect the Borrowers' obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is recorded on the Lender Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor. The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative Agent on the Lender Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment Agreement pursuant to Section 11.04(b). The Borrowers jointly and severally agree to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing -46-

its duties under this Section 11.15 other than those resulting from the Administrative Agent's willful misconduct or gross negligence. *** -47-

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.
MBIA Inc. 113 King Street Armonk, NY 10504 Tel: (914) 765-3020 Fax: (914) 765-3163 MBIA INC., as a Borrower

its duties under this Section 11.15 other than those resulting from the Administrative Agent's willful misconduct or gross negligence. *** -47-

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.
MBIA Inc. 113 King Street Armonk, NY 10504 Tel: (914) 765-3020 Fax: (914) 765-3163 Attention: Julliette S. Tehrani MBIA INC., as a Borrower

By with a copy to: 885 Third Avenue New York, NY 10022 Tel: (212) 415-6816 Fax: (212) 755-5462 Attention: Robert L. Nevin, Jr.

/s/ Julliette S. Tehrani --------------------------------Name: Julliette S. Tehrani Title: Executive Vice President, Chief Financial Officer and Treasurer

MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Tel: (914) 765-33020 Fax: (914) 765-3163 Attention: Julliette S. Tehrani

MBIA INSURANCE CORPORATION, as a Borrower

By with a copy to: 885 Third Avenue New York, New York 10022 Tel: (212) 415-6916 Fax: (212) 755-5462 Attention: Robert L. Nevin, Jr.

/s/ Julliette S. Tehrani --------------------------------Name: Julliette S. Tehrani Title: Executive Vice President, Chief Financial Officer and Treasurer

DEUTSCHE BANK AG, NEW YORK BRANCH, Individually and as Administrative Agent
By /s/ John S. McGill --------------------------------Name: John S. McGill Title: Vice President

By

/s/ Gayma Z. Shivnarain --------------------------------Name: Gayma Z. Shivnarain Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO,

IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the date first above written.
MBIA Inc. 113 King Street Armonk, NY 10504 Tel: (914) 765-3020 Fax: (914) 765-3163 Attention: Julliette S. Tehrani MBIA INC., as a Borrower

By with a copy to: 885 Third Avenue New York, NY 10022 Tel: (212) 415-6816 Fax: (212) 755-5462 Attention: Robert L. Nevin, Jr.

/s/ Julliette S. Tehrani --------------------------------Name: Julliette S. Tehrani Title: Executive Vice President, Chief Financial Officer and Treasurer

MBIA Insurance Corporation 113 King Street Armonk, New York 10504 Tel: (914) 765-33020 Fax: (914) 765-3163 Attention: Julliette S. Tehrani

MBIA INSURANCE CORPORATION, as a Borrower

By with a copy to: 885 Third Avenue New York, New York 10022 Tel: (212) 415-6916 Fax: (212) 755-5462 Attention: Robert L. Nevin, Jr.

/s/ Julliette S. Tehrani --------------------------------Name: Julliette S. Tehrani Title: Executive Vice President, Chief Financial Officer and Treasurer

DEUTSCHE BANK AG, NEW YORK BRANCH, Individually and as Administrative Agent
By /s/ John S. McGill --------------------------------Name: John S. McGill Title: Vice President

By

/s/ Gayma Z. Shivnarain --------------------------------Name: Gayma Z. Shivnarain Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO, Individually and as Syndication Agent
By: /s/ T. Luisa Pashinian --------------------------------Name: T. Luisa Pashinian Title: Corporate Banking Officer

DEUTSCHE BANK AG, NEW YORK BRANCH, Individually and as Administrative Agent
By /s/ John S. McGill --------------------------------Name: John S. McGill Title: Vice President

By

/s/ Gayma Z. Shivnarain --------------------------------Name: Gayma Z. Shivnarain Title: Vice President

THE FIRST NATIONAL BANK OF CHICAGO, Individually and as Syndication Agent
By: /s/ T. Luisa Pashinian --------------------------------Name: T. Luisa Pashinian Title: Corporate Banking Officer

FLEET NATIONAL BANK, Individually and as Documentation Agent
BY: /s/ E. B. Shelley ------------------------------Name: E. B. Shelley Title: Vice President

BANCA MONTE DEI PASCHI DI SIENA SPA, as Lender
By: /s/ G. Natalicchi ------------------------------Name: G. Natalicchi Title: S.V.P. & General Manager

By: /s/ Brian R. Landy ------------------------------Name: Brian R. Landy Title: Vice President

BANK OF MONTREAL, as Lender
By: /s/ R.J. McClorey -------------------------------

THE FIRST NATIONAL BANK OF CHICAGO, Individually and as Syndication Agent
By: /s/ T. Luisa Pashinian --------------------------------Name: T. Luisa Pashinian Title: Corporate Banking Officer

FLEET NATIONAL BANK, Individually and as Documentation Agent
BY: /s/ E. B. Shelley ------------------------------Name: E. B. Shelley Title: Vice President

BANCA MONTE DEI PASCHI DI SIENA SPA, as Lender
By: /s/ G. Natalicchi ------------------------------Name: G. Natalicchi Title: S.V.P. & General Manager

By: /s/ Brian R. Landy ------------------------------Name: Brian R. Landy Title: Vice President

BANK OF MONTREAL, as Lender
By: /s/ R.J. McClorey ------------------------------Name: R.J. McClorey Title: Director

CHASE MANHATTAN BANK, as Lender
By: /s/ Helen L. Newcomb ------------------------------Name: HELEN L. NEWCOMB Title: VICE PRESIDENT

FLEET NATIONAL BANK, Individually and as Documentation Agent
BY: /s/ E. B. Shelley ------------------------------Name: E. B. Shelley Title: Vice President

BANCA MONTE DEI PASCHI DI SIENA SPA, as Lender
By: /s/ G. Natalicchi ------------------------------Name: G. Natalicchi Title: S.V.P. & General Manager

By: /s/ Brian R. Landy ------------------------------Name: Brian R. Landy Title: Vice President

BANK OF MONTREAL, as Lender
By: /s/ R.J. McClorey ------------------------------Name: R.J. McClorey Title: Director

CHASE MANHATTAN BANK, as Lender
By: /s/ Helen L. Newcomb ------------------------------Name: HELEN L. NEWCOMB Title: VICE PRESIDENT

BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION, as Lender
By: /s/ ELIZABETH W.F. BISHOP ------------------------------Name: ELIZABETH W.F. BISHOP Title: Vice President

BANCA MONTE DEI PASCHI DI SIENA SPA, as Lender
By: /s/ G. Natalicchi ------------------------------Name: G. Natalicchi Title: S.V.P. & General Manager

By: /s/ Brian R. Landy ------------------------------Name: Brian R. Landy Title: Vice President

BANK OF MONTREAL, as Lender
By: /s/ R.J. McClorey ------------------------------Name: R.J. McClorey Title: Director

CHASE MANHATTAN BANK, as Lender
By: /s/ Helen L. Newcomb ------------------------------Name: HELEN L. NEWCOMB Title: VICE PRESIDENT

BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION, as Lender
By: /s/ ELIZABETH W.F. BISHOP ------------------------------Name: ELIZABETH W.F. BISHOP Title: Vice President

BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH, as Lender
By: /s/ Karen Purelis ------------------------------Name: Karen Purelis, VP Title: By: /s/ Charles Dougherty,

BANK OF MONTREAL, as Lender
By: /s/ R.J. McClorey ------------------------------Name: R.J. McClorey Title: Director

CHASE MANHATTAN BANK, as Lender
By: /s/ Helen L. Newcomb ------------------------------Name: HELEN L. NEWCOMB Title: VICE PRESIDENT

BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION, as Lender
By: /s/ ELIZABETH W.F. BISHOP ------------------------------Name: ELIZABETH W.F. BISHOP Title: Vice President

BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH, as Lender
By: /s/ Karen Purelis ------------------------------Name: Karen Purelis, VP Title: By: /s/ Charles Dougherty, ------------------------------Name: C. Dougherty, VP Title:

BANCO SANTANDER S.A., NEW YORK BRANCH, as Lender
By:/s/ Edward W O'Loghlen ------------------------------Name: Edward W O'Loghlen Title: Vice President Asset Backed Finance Group

CHASE MANHATTAN BANK, as Lender
By: /s/ Helen L. Newcomb ------------------------------Name: HELEN L. NEWCOMB Title: VICE PRESIDENT

BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION, as Lender
By: /s/ ELIZABETH W.F. BISHOP ------------------------------Name: ELIZABETH W.F. BISHOP Title: Vice President

BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH, as Lender
By: /s/ Karen Purelis ------------------------------Name: Karen Purelis, VP Title: By: /s/ Charles Dougherty, ------------------------------Name: C. Dougherty, VP Title:

BANCO SANTANDER S.A., NEW YORK BRANCH, as Lender
By:/s/ Edward W O'Loghlen ------------------------------Name: Edward W O'Loghlen Title: Vice President Asset Backed Finance Group

By:/s/ JOHN HENNESSY ------------------------------Name: JOHN HENNESSY Title: VICE PRESIDENT STRUCTURE

COMMERZBANK AG, NEW YORK BRANCH, as Lender

BANK OF AMERICA, NATIONAL TRUST & SAVINGS ASSOCIATION, as Lender
By: /s/ ELIZABETH W.F. BISHOP ------------------------------Name: ELIZABETH W.F. BISHOP Title: Vice President

BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH, as Lender
By: /s/ Karen Purelis ------------------------------Name: Karen Purelis, VP Title: By: /s/ Charles Dougherty, ------------------------------Name: C. Dougherty, VP Title:

BANCO SANTANDER S.A., NEW YORK BRANCH, as Lender
By:/s/ Edward W O'Loghlen ------------------------------Name: Edward W O'Loghlen Title: Vice President Asset Backed Finance Group

By:/s/ JOHN HENNESSY ------------------------------Name: JOHN HENNESSY Title: VICE PRESIDENT STRUCTURE

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:/s/ Edward J. McDonnell ------------------------------Name: Edward J. McDonnell III,C.F.A. Title: Vice President

By: /s/ Tom Ausfahl ------------------------------Name: TOM AUSFAHL Title: VICE PRESIDENT

BANCA COMMERCIALE ITALIANA, NEW YORK BRANCH, as Lender
By: /s/ Karen Purelis ------------------------------Name: Karen Purelis, VP Title: By: /s/ Charles Dougherty, ------------------------------Name: C. Dougherty, VP Title:

BANCO SANTANDER S.A., NEW YORK BRANCH, as Lender
By:/s/ Edward W O'Loghlen ------------------------------Name: Edward W O'Loghlen Title: Vice President Asset Backed Finance Group

By:/s/ JOHN HENNESSY ------------------------------Name: JOHN HENNESSY Title: VICE PRESIDENT STRUCTURE

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:/s/ Edward J. McDonnell ------------------------------Name: Edward J. McDonnell III,C.F.A. Title: Vice President

By: /s/ Tom Ausfahl ------------------------------Name: TOM AUSFAHL Title: VICE PRESIDENT

NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH ACN004044937 as Lender
By:/s/ Tom Kilfoyle ------------------------------Name: Tom Kilfoyle Title Vice President

BANCO SANTANDER S.A., NEW YORK BRANCH, as Lender
By:/s/ Edward W O'Loghlen ------------------------------Name: Edward W O'Loghlen Title: Vice President Asset Backed Finance Group

By:/s/ JOHN HENNESSY ------------------------------Name: JOHN HENNESSY Title: VICE PRESIDENT STRUCTURE

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:/s/ Edward J. McDonnell ------------------------------Name: Edward J. McDonnell III,C.F.A. Title: Vice President

By: /s/ Tom Ausfahl ------------------------------Name: TOM AUSFAHL Title: VICE PRESIDENT

NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH ACN004044937 as Lender
By:/s/ Tom Kilfoyle ------------------------------Name: Tom Kilfoyle Title Vice President

NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH, as Lender
By: /s/ Stephanie Finnen ------------------------------Name: Stephanie Finnen Title: VP

By: /s/ Stephen K. Hunter -------------------------------

COMMERZBANK AG, NEW YORK BRANCH, as Lender
By:/s/ Edward J. McDonnell ------------------------------Name: Edward J. McDonnell III,C.F.A. Title: Vice President

By: /s/ Tom Ausfahl ------------------------------Name: TOM AUSFAHL Title: VICE PRESIDENT

NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH ACN004044937 as Lender
By:/s/ Tom Kilfoyle ------------------------------Name: Tom Kilfoyle Title Vice President

NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH, as Lender
By: /s/ Stephanie Finnen ------------------------------Name: Stephanie Finnen Title: VP

By: /s/ Stephen K. Hunter ------------------------------Name: Stephen K. Hunter Title: SVP

II. $200 MILLION CREDIT AGREEMENT A. OPERATIVE DOCUMENTS: 1. Credit Agreement ANNEX I Commitments ANNEX II Lenders' Addresses ANNEX III Subsidiaries

NATIONAL AUSTRALIA BANK LIMITED, NEW YORK BRANCH ACN004044937 as Lender
By:/s/ Tom Kilfoyle ------------------------------Name: Tom Kilfoyle Title Vice President

NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH, as Lender
By: /s/ Stephanie Finnen ------------------------------Name: Stephanie Finnen Title: VP

By: /s/ Stephen K. Hunter ------------------------------Name: Stephen K. Hunter Title: SVP

II. $200 MILLION CREDIT AGREEMENT A. OPERATIVE DOCUMENTS: 1. Credit Agreement ANNEX I Commitments ANNEX II Lenders' Addresses ANNEX III Subsidiaries EXHIBIT A-1 Form of Notice of Borrowing EXHIBIT A-2 Form of Notice of Competitive Bid Borrowing EXHIBIT B-l Form of Revolving Note EXHIBIT B-2 Form of Competitive Bid Note EXHIBIT C Form of Section 3.04 Certificate EXHIBIT D Form of Opinion of General Counsel to Borrowers EXHIBIT E Form of Officers' Certificate EXHIBIT F Form of Guarantee Insurance Policy

NORDDEUTSCHE LANDESBANK GIROZENTRALE NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH, as Lender
By: /s/ Stephanie Finnen ------------------------------Name: Stephanie Finnen Title: VP

By: /s/ Stephen K. Hunter ------------------------------Name: Stephen K. Hunter Title: SVP

II. $200 MILLION CREDIT AGREEMENT A. OPERATIVE DOCUMENTS: 1. Credit Agreement ANNEX I Commitments ANNEX II Lenders' Addresses ANNEX III Subsidiaries EXHIBIT A-1 Form of Notice of Borrowing EXHIBIT A-2 Form of Notice of Competitive Bid Borrowing EXHIBIT B-l Form of Revolving Note EXHIBIT B-2 Form of Competitive Bid Note EXHIBIT C Form of Section 3.04 Certificate EXHIBIT D Form of Opinion of General Counsel to Borrowers EXHIBIT E Form of Officers' Certificate EXHIBIT F Form of Guarantee Insurance Policy EXHIBIT G Form of Assignment Agreement EXHIBIT H Form of Commitment Assumption Agreement EXHIBIT I Form of DB Assumption Agreement EXHIBIT J Form of Lender's Opinion EXHIBIT K Form of Opinion of Designated Borrower's Counsel EXHIBIT L Form of Opinion of Counsel to Corp.

II. $200 MILLION CREDIT AGREEMENT A. OPERATIVE DOCUMENTS: 1. Credit Agreement ANNEX I Commitments ANNEX II Lenders' Addresses ANNEX III Subsidiaries EXHIBIT A-1 Form of Notice of Borrowing EXHIBIT A-2 Form of Notice of Competitive Bid Borrowing EXHIBIT B-l Form of Revolving Note EXHIBIT B-2 Form of Competitive Bid Note EXHIBIT C Form of Section 3.04 Certificate EXHIBIT D Form of Opinion of General Counsel to Borrowers EXHIBIT E Form of Officers' Certificate EXHIBIT F Form of Guarantee Insurance Policy EXHIBIT G Form of Assignment Agreement EXHIBIT H Form of Commitment Assumption Agreement EXHIBIT I Form of DB Assumption Agreement EXHIBIT J Form of Lender's Opinion EXHIBIT K Form of Opinion of Designated Borrower's Counsel EXHIBIT L Form of Opinion of Counsel to Corp.

ANNEX I COMMITMENTS
Lender -----Deutsche Bank AG, New York Branch The First National Bank of Chicago Fleet National Bank Banca Monte Dei Paschi Di Siena Spa Bank of Montreal Commitment ----------

$30,200,000 $28,300,000 $28,300,000

$25,000,000 $16,700,000

ANNEX I COMMITMENTS
Lender -----Deutsche Bank AG, New York Branch The First National Bank of Chicago Fleet National Bank Banca Monte Dei Paschi Di Siena Spa Bank of Montreal Chase Manhattan Bank Bank of America National Trust & Savings Association Banca Commerciale Italiana Banco Santander S.A., New York Branch Commerzbank AG, New York Branch National Australia Bank Limited, New York Branch ACN 004044937 Norddeutsche Landesbank Girozentrale, New York Branch and/or Cayman Islands Branch Total: Commitment ----------

$30,200,000 $28,300,000 $28,300,000

$25,000,000 $16,700,000 $16,700,000

$13,300,000 $8,300,000

$8,300,000

$8,300,000

$8,300,000

$8,300,000 $200,000,000

(i)

ANNEX II LENDER ADDRESSES
Deutsche Bank AG, New York Branch 31 West 52nd Street, 23rd Floor New York, NY 10019 Attn.: John S. McGill Tel: (212) 469-8666 Fax: (212) 469-8366 The First National Bank of Chicago 153 West 51st Street New York, NY 10019 Attn: Luisa Pashinan Tel: (212) 373-1169 Fax: (212) 373-1439 777 Main Street CTMO 0250 Hartford, CT 06115-2001 Attn: Elizabeth B. Shelley Tel: (860) 986-3127 Fax: (960) 986-1264 One William Street New York, NY 10004

Fleet National Bank

Banca Commerciale Italiana,

ANNEX II LENDER ADDRESSES
Deutsche Bank AG, New York Branch 31 West 52nd Street, 23rd Floor New York, NY 10019 Attn.: John S. McGill Tel: (212) 469-8666 Fax: (212) 469-8366 The First National Bank of Chicago 153 West 51st Street New York, NY 10019 Attn: Luisa Pashinan Tel: (212) 373-1169 Fax: (212) 373-1439 777 Main Street CTMO 0250 Hartford, CT 06115-2001 Attn: Elizabeth B. Shelley Tel: (860) 986-3127 Fax: (960) 986-1264 One William Street New York, NY 10004 Attn: Karen Purelis Tel: (212) 607-3868 Fax: (212) 809-2124

Fleet National Bank

Banca Commerciale Italiana, New York Branch

Banca Monte Dei Paschi Di Siena Spa 55 East 59th Street New York, NY 10022 Attn: Nick Kamaris Tel: (212) 891-3655 Fax: (212) 891-3661 Banco Santander S.A., New York Branch 45 East 53rd Street New York, NY 10022 Attn: Ligia Castro Tel: (212) 350-3640 Fax: (212) 350-3690 (i)
Bank of America, National Trust & Savings Association 231 South LaSalle Street Chicago, IL 60697 Attn: Elizabeth Bishop Tel: (312) 828-6550 Fax: (312) 987-0889 115 South LaSalle Street Floor 12 Chicago, IL 60603 Attn: Charles W. Reed Tel: (312) 750-5912 Fax: (312) 845-2199 270 Park Avenue New York, NY 10017 Attn: Helen Newcomb Tel: (212) 270-6260 Fax: (212) 270-0670 2 World Financial Center New York, NY 10281-1050 Attn: Edward McDonnell III Tel: (212) 266-7607 Fax: (212) 266-7629 200 Park Avenue, Floor 34 New York, NY 10166 Attn: Thomas F. Kilfoyle Tel: (212) 916-9510 Fax: (212) 983-1969

Bank of Montreal

Chase Manhattan Bank

Commerzbank AG, New York Branch

National Australia Bank Limited, New York Branch ACN 00404937

Bank of America, National Trust & Savings Association

231 South LaSalle Street Chicago, IL 60697 Attn: Elizabeth Bishop Tel: (312) 828-6550 Fax: (312) 987-0889 115 South LaSalle Street Floor 12 Chicago, IL 60603 Attn: Charles W. Reed Tel: (312) 750-5912 Fax: (312) 845-2199 270 Park Avenue New York, NY 10017 Attn: Helen Newcomb Tel: (212) 270-6260 Fax: (212) 270-0670 2 World Financial Center New York, NY 10281-1050 Attn: Edward McDonnell III Tel: (212) 266-7607 Fax: (212) 266-7629 200 Park Avenue, Floor 34 New York, NY 10166 Attn: Thomas F. Kilfoyle Tel: (212) 916-9510 Fax: (212) 983-1969

Bank of Montreal

Chase Manhattan Bank

Commerzbank AG, New York Branch

National Australia Bank Limited, New York Branch ACN 00404937

Norddeutsche Landesbank Girozentrale, New York Branch and/or Cayman Islands Branch

1270 Avenue of the Americas New York, NY 10020 Attn: Stephanie Finnen Tel: (212) 332-8606 Fax: (212) 332-8660

(ii)

ANNEX III SUBSIDIARIES MBIA INSURANCE CORPORATION (NEW YORK) MUNICIPAL ISSUERS SERVICE CORPORATION (NEW YORK) MBIA & ASSOCIATES CONSULTING, INC. (DELAWARE) MBIA MUNISERVICES COMPANY (DELAWARE) MUNI RESOURCES, LLC (DELAWARE) MBIA INVESTMENT MANAGEMENT CORP. (DELAWARE) MBIA MUNICIPAL INVESTORS SERVICE CORPORATION (DELAWARE) MBIA CAPITAL MANAGEMENT CORP. (DELAWARE) MBIA CAPITAL CORP. (DELAWARE) MBIA-AMBAC INTERNATIONAL MARKETING SERVICES, PTY., LIMITED (AUSTRALIA)

ANNEX III SUBSIDIARIES MBIA INSURANCE CORPORATION (NEW YORK) MUNICIPAL ISSUERS SERVICE CORPORATION (NEW YORK) MBIA & ASSOCIATES CONSULTING, INC. (DELAWARE) MBIA MUNISERVICES COMPANY (DELAWARE) MUNI RESOURCES, LLC (DELAWARE) MBIA INVESTMENT MANAGEMENT CORP. (DELAWARE) MBIA MUNICIPAL INVESTORS SERVICE CORPORATION (DELAWARE) MBIA CAPITAL MANAGEMENT CORP. (DELAWARE) MBIA CAPITAL CORP. (DELAWARE) MBIA-AMBAC INTERNATIONAL MARKETING SERVICES, PTY., LIMITED (AUSTRALIA) CAPMAC HOLDINGS INC. (DELAWARE) MBIA ASSET MANAGEMENT CORPORATION (DELAWARE) 1838 INVESTMENT ADVISORS, INC. (DELAWARE) (i)

EXHIBIT A-1 NOTICE OF BORROWING [Date] Deutsche Bank AG, New York Branch, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 31 West 52nd Street New York, New York 10019 Attention: Gentlemen: The undersigned, [Name of Borrower], refers to the Credit Agreement, dated as of August 28, 1998 (as amended from time to time, the "Credit Agreement," the terms defined therein being used herein as therein defined), among the undersigned, the other Borrowers, certain Lenders parties thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 1.03 of the Credit Agreement, that the undersigned hereby requests a Borrowing of Revolving Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 1.03 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is ___________ , 19__ .

EXHIBIT A-1 NOTICE OF BORROWING [Date] Deutsche Bank AG, New York Branch, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 31 West 52nd Street New York, New York 10019 Attention: Gentlemen: The undersigned, [Name of Borrower], refers to the Credit Agreement, dated as of August 28, 1998 (as amended from time to time, the "Credit Agreement," the terms defined therein being used herein as therein defined), among the undersigned, the other Borrowers, certain Lenders parties thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and you, as Administrative Agent for such Lenders, and hereby gives you notice, irrevocably, pursuant to Section 1.03 of the Credit Agreement, that the undersigned hereby requests a Borrowing of Revolving Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 1.03 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is ___________ , 19__ . (ii) The aggregate principal amount of the Proposed Borrowing is [___________________] (iii) The Proposed Borrowing is to consist of [Base Rate Loans] [Eurodollar Loans]. [(iv) The initial Interest Period for the Proposed Borrowing is ____ [months] [days]](1) (1) To be included for a Proposed Borrowing of Eurodollar Loans.

EXHIBIT A-1 Page 2 [(v) The DB Loan Maturity Date is ______________________________](2) The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, as though made on and as of such date; and (B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds thereof. Very truly yours, [NAME OF BORROWER] By_______________________________

EXHIBIT A-1 Page 2 [(v) The DB Loan Maturity Date is ______________________________](2) The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, as though made on and as of such date; and (B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds thereof. Very truly yours, [NAME OF BORROWER] By_______________________________ Title: (2) To be included for a Proposed Borrowing of DB Loans.

EXHIBIT A-2 NOTICE OF COMPETITIVE BID BORROWING [Date] Deutsche Bank AG, New York Branch, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 31 West 52nd Street New York, New York 10019 Attention: Gentlemen: The undersigned, [Name of Borrower], refers to the Credit Agreement, dated as of August 28, 1998 (as amended from time to time, the "Credit Agreement," the terms defined therein being used herein as therein defined), among the undersigned, the other Borrowers, certain Lenders parties thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and you, as Administrative Agent for such Lenders, and hereby gives you notice, pursuant to Section 1.04 of the Credit Agreement, that the undersigned hereby requests a Borrowing of Competitive Bid Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 1.04 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________ , 19___ . (ii) The aggregate principal amount of the Proposed Borrowing is $_______________. (iii) The maturity date for repayment of the Proposed Borrowing is_______________, 19____.

EXHIBIT A-2 NOTICE OF COMPETITIVE BID BORROWING [Date] Deutsche Bank AG, New York Branch, as Administrative Agent for the Lenders parties to the Credit Agreement referred to below 31 West 52nd Street New York, New York 10019 Attention: Gentlemen: The undersigned, [Name of Borrower], refers to the Credit Agreement, dated as of August 28, 1998 (as amended from time to time, the "Credit Agreement," the terms defined therein being used herein as therein defined), among the undersigned, the other Borrowers, certain Lenders parties thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and you, as Administrative Agent for such Lenders, and hereby gives you notice, pursuant to Section 1.04 of the Credit Agreement, that the undersigned hereby requests a Borrowing of Competitive Bid Loans under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the "Proposed Borrowing") as required by Section 1.04 of the Credit Agreement: (i) The Business Day of the Proposed Borrowing is _______________ , 19___ . (ii) The aggregate principal amount of the Proposed Borrowing is $_______________. (iii) The maturity date for repayment of the Proposed Borrowing is_______________, 19____. (iv) The interest payment date[s] of the Proposed Borrowing is [are] _______________. (v) The Proposed Borrowing is to consist of a [Absolute Rate Borrowings] [Spread Borrowings].

EXHIBIT A-2 Page 2 [(vi) The Interest Rate Basis for the Proposed Borrowing is_____ .](1) [(vi) [Other applicable terms]](2) The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, as result from such Proposed Borrowing made on and as of such date; and (B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds thereof. (1) To be included for a Spread Borrowing. (2) To be included, as needed.

EXHIBIT A-2 Page 2 [(vi) The Interest Rate Basis for the Proposed Borrowing is_____ .](1) [(vi) [Other applicable terms]](2) The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing: (A) the representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects, before and after giving effect to the Proposed Borrowing and to the application of the proceeds thereof, as result from such Proposed Borrowing made on and as of such date; and (B) no Default or Event of Default has occurred and is continuing, or would result from such Proposed Borrowing or from the application of the proceeds thereof. (1) To be included for a Spread Borrowing. (2) To be included, as needed.

EXHIBIT A-2 Page 3 Very truly yours, [NAME OF BORROWER] By__________________________________________ Title:

EXHIBIT B-1 FORM OF REVOLVING NOTE New York, New York _____________ , 1998 FOR VALUE RECEIVED, [NAME OF BORROWER], a corporation organized and existing under the laws of the State of [____________________] (the "Borrower"), hereby promises to pay to ____________ or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of DEUTSCHE BANK AG, NEW YORK BRANCH (the "Administrative Agent") located at 31 West 52nd Street, New York, New York 10019 on the Final Maturity Date (as defined in the Agreement referred to below) the unpaid principal amount of all Revolving Loans (as defined in the Agreement) made by the Lender to the Borrower pursuant to the Agreement. The Borrower promises also to pay interest on the unpaid principal amount of each Revolving Loan incurred by the Borrower in like money at said office from the date such Revolving Loan is made until paid at the rates and at the times provided in the Agreement. This Note is one of the Revolving Notes referred to in the Credit Agreement, dated as of August 28, 1998, among the Borrower, [MBIA Inc.] [MBIA Insurance Corporation], various Designated Borrowers, the Lender, the other financial institutions party thereto, Fleet National Bank, as Documentation Bank, The First National

EXHIBIT A-2 Page 3 Very truly yours, [NAME OF BORROWER] By__________________________________________ Title:

EXHIBIT B-1 FORM OF REVOLVING NOTE New York, New York _____________ , 1998 FOR VALUE RECEIVED, [NAME OF BORROWER], a corporation organized and existing under the laws of the State of [____________________] (the "Borrower"), hereby promises to pay to ____________ or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of DEUTSCHE BANK AG, NEW YORK BRANCH (the "Administrative Agent") located at 31 West 52nd Street, New York, New York 10019 on the Final Maturity Date (as defined in the Agreement referred to below) the unpaid principal amount of all Revolving Loans (as defined in the Agreement) made by the Lender to the Borrower pursuant to the Agreement. The Borrower promises also to pay interest on the unpaid principal amount of each Revolving Loan incurred by the Borrower in like money at said office from the date such Revolving Loan is made until paid at the rates and at the times provided in the Agreement. This Note is one of the Revolving Notes referred to in the Credit Agreement, dated as of August 28, 1998, among the Borrower, [MBIA Inc.] [MBIA Insurance Corporation], various Designated Borrowers, the Lender, the other financial institutions party thereto, Fleet National Bank, as Documentation Bank, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (as from time to time in effect, the "Agreement") and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to voluntary and mandatory prepayment, in whole or in part, and Revolving Loans may be converted in accordance with Section 1.07 of the Agreement. In case an Event of Default [under Section 8.01(q)](1) (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. This note shall be construed in accordance with and be governed by the law of the State of New York. (1) Include in Revolving Notes executed by Designated Borrowers only.

EXHIBIT B-1 Page 2 [NAME OF BORROWER]

EXHIBIT B-1 FORM OF REVOLVING NOTE New York, New York _____________ , 1998 FOR VALUE RECEIVED, [NAME OF BORROWER], a corporation organized and existing under the laws of the State of [____________________] (the "Borrower"), hereby promises to pay to ____________ or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of DEUTSCHE BANK AG, NEW YORK BRANCH (the "Administrative Agent") located at 31 West 52nd Street, New York, New York 10019 on the Final Maturity Date (as defined in the Agreement referred to below) the unpaid principal amount of all Revolving Loans (as defined in the Agreement) made by the Lender to the Borrower pursuant to the Agreement. The Borrower promises also to pay interest on the unpaid principal amount of each Revolving Loan incurred by the Borrower in like money at said office from the date such Revolving Loan is made until paid at the rates and at the times provided in the Agreement. This Note is one of the Revolving Notes referred to in the Credit Agreement, dated as of August 28, 1998, among the Borrower, [MBIA Inc.] [MBIA Insurance Corporation], various Designated Borrowers, the Lender, the other financial institutions party thereto, Fleet National Bank, as Documentation Bank, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (as from time to time in effect, the "Agreement") and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to voluntary and mandatory prepayment, in whole or in part, and Revolving Loans may be converted in accordance with Section 1.07 of the Agreement. In case an Event of Default [under Section 8.01(q)](1) (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. This note shall be construed in accordance with and be governed by the law of the State of New York. (1) Include in Revolving Notes executed by Designated Borrowers only.

EXHIBIT B-1 Page 2 [NAME OF BORROWER] By__________________________ Title:

EXHIBIT B-2 FORM OF COMPETITIVE BID NOTE New York, New York _________________ , 1998

EXHIBIT B-1 Page 2 [NAME OF BORROWER] By__________________________ Title:

EXHIBIT B-2 FORM OF COMPETITIVE BID NOTE New York, New York _________________ , 1998 FOR VALUE RECEIVED, [NAME OF BORROWER], a corporation organized and existing under the laws of the State of [ ] (the "Borrower"), hereby promises to pay to ______________ or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of DEUTSCHE BANK AG, NEW YORK BRANCH (the "Administrative Agent") located at 31 West 52nd Street, New York, New York 10019 on the Final Maturity Date (as defined in the Agreement referred to below), the unpaid principal amount of all Competitive Bid Loans (as defined in the Agreement) made by the Lender to the Borrower pursuant to the Agreement. The Borrower promises also to pay interest on the unpaid principal amount of each Competitive Bid Loan incurred by the Borrower in like money at said office from the date such Competitive Bid Loan is made until paid at the rates and at the times provided in the Agreement. This Note is one of the Competitive Bid Notes referred to in the Credit Agreement, dated as of August 28, 1998, among the Borrower, [MBIA Inc.] [MBIA Insurance Corporation], various Designated Borrowers, the Lender, the other financial institutions party thereto, Fleet National Bank, as Documentation Bank, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (as from time to time in effect, the "Agreement") and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to mandatory prepayment, in whole or in part. In case an Event of Default [under Section 5.01(q)](1) (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. This Note shall be construed in accordance with and be governed by the law of the State of New York. (1) Include in Competitive Bid Notes executed by Designated Borrowers only.

EXHIBIT B-2 Page 2 [NAME OF BORROWER] By__________________________________________ Title:

EXHIBIT B-2 FORM OF COMPETITIVE BID NOTE New York, New York _________________ , 1998 FOR VALUE RECEIVED, [NAME OF BORROWER], a corporation organized and existing under the laws of the State of [ ] (the "Borrower"), hereby promises to pay to ______________ or its registered assigns (the "Lender"), in lawful money of the United States of America in immediately available funds, at the office of DEUTSCHE BANK AG, NEW YORK BRANCH (the "Administrative Agent") located at 31 West 52nd Street, New York, New York 10019 on the Final Maturity Date (as defined in the Agreement referred to below), the unpaid principal amount of all Competitive Bid Loans (as defined in the Agreement) made by the Lender to the Borrower pursuant to the Agreement. The Borrower promises also to pay interest on the unpaid principal amount of each Competitive Bid Loan incurred by the Borrower in like money at said office from the date such Competitive Bid Loan is made until paid at the rates and at the times provided in the Agreement. This Note is one of the Competitive Bid Notes referred to in the Credit Agreement, dated as of August 28, 1998, among the Borrower, [MBIA Inc.] [MBIA Insurance Corporation], various Designated Borrowers, the Lender, the other financial institutions party thereto, Fleet National Bank, as Documentation Bank, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (as from time to time in effect, the "Agreement") and is entitled to the benefits thereof. As provided in the Agreement, this Note is subject to mandatory prepayment, in whole or in part. In case an Event of Default [under Section 5.01(q)](1) (as defined in the Agreement) shall occur and be continuing, the principal of and accrued interest on this Note may be declared to be due and payable in the manner and with the effect provided in the Agreement. The Borrower hereby waives presentment, demand, protest or notice of any kind in connection with this Note. This Note shall be construed in accordance with and be governed by the law of the State of New York. (1) Include in Competitive Bid Notes executed by Designated Borrowers only.

EXHIBIT B-2 Page 2 [NAME OF BORROWER] By__________________________________________ Title:

EXHIBIT C FORM OF SECTION 3.04 CERTIFICATE Reference is hereby made to the Credit Agreement, dated as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time, the financial institutions from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (as amended, modified

EXHIBIT B-2 Page 2 [NAME OF BORROWER] By__________________________________________ Title:

EXHIBIT C FORM OF SECTION 3.04 CERTIFICATE Reference is hereby made to the Credit Agreement, dated as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time, the financial institutions from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (as amended, modified or supplemented from time to time, the "Credit Agreement"). Pursuant to the provisions of Section 3.04 of the Credit Agreement, the undersigned hereby certifies that it is not a "bank" as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended. [NAME OF BANK] By__________________________________________ Title: Date: _______________, _____

EXHIBIT D [FORM OF OPINION OF GENERAL COUNSEL TO BORROWERS] [Date] To the Lenders and the Administrative Agent Referred to Below c/o Deutsche Bank AG, New York Branch as Administrative Agent 31 West 52nd Street New York, NY 10019 Re: $200,000,000 Credit Agreement dated as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto Ladies and Gentlemen: I am General Counsel of MBIA Inc., a Connecticut corporation ("MBIA") and MBIA Insurance Corporation, a New York stock insurance corporation ("MBIA Corp."). This opinion is being given in connection with the Credit Agreement, dated as of August 28, 1998 (the "Credit Agreement"), among MBIA, MBIA Corp., various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Credit Agreement.

EXHIBIT C FORM OF SECTION 3.04 CERTIFICATE Reference is hereby made to the Credit Agreement, dated as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time, the financial institutions from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (as amended, modified or supplemented from time to time, the "Credit Agreement"). Pursuant to the provisions of Section 3.04 of the Credit Agreement, the undersigned hereby certifies that it is not a "bank" as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended. [NAME OF BANK] By__________________________________________ Title: Date: _______________, _____

EXHIBIT D [FORM OF OPINION OF GENERAL COUNSEL TO BORROWERS] [Date] To the Lenders and the Administrative Agent Referred to Below c/o Deutsche Bank AG, New York Branch as Administrative Agent 31 West 52nd Street New York, NY 10019 Re: $200,000,000 Credit Agreement dated as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto Ladies and Gentlemen: I am General Counsel of MBIA Inc., a Connecticut corporation ("MBIA") and MBIA Insurance Corporation, a New York stock insurance corporation ("MBIA Corp."). This opinion is being given in connection with the Credit Agreement, dated as of August 28, 1998 (the "Credit Agreement"), among MBIA, MBIA Corp., various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Credit Agreement. In this connection, I have examined the Credit Agreement, the Notes and such certificates of public officials, such certificates of officers of MBIA and MBIA Corp., and copies certified to my satisfaction of such corporate documents and records of MBIA and MBIA Corp. and of such other papers as I have deemed relevant and necessary or appropriate for the opinions set forth below. I have relied upon certificates of public officials and of officers of MBIA and MBIA Corp. with respect to the accuracy of factual matters contained therein which were not independently established. I have also assumed (i) the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Administrative Agent and the Lenders, (ii) the authenticity of all such documents submitted to me as originals, (iii) the genuineness of all signatures, and (iv) the conformity of all such documents submitted to me as copies.

EXHIBIT D [FORM OF OPINION OF GENERAL COUNSEL TO BORROWERS] [Date] To the Lenders and the Administrative Agent Referred to Below c/o Deutsche Bank AG, New York Branch as Administrative Agent 31 West 52nd Street New York, NY 10019 Re: $200,000,000 Credit Agreement dated as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto Ladies and Gentlemen: I am General Counsel of MBIA Inc., a Connecticut corporation ("MBIA") and MBIA Insurance Corporation, a New York stock insurance corporation ("MBIA Corp."). This opinion is being given in connection with the Credit Agreement, dated as of August 28, 1998 (the "Credit Agreement"), among MBIA, MBIA Corp., various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Credit Agreement. In this connection, I have examined the Credit Agreement, the Notes and such certificates of public officials, such certificates of officers of MBIA and MBIA Corp., and copies certified to my satisfaction of such corporate documents and records of MBIA and MBIA Corp. and of such other papers as I have deemed relevant and necessary or appropriate for the opinions set forth below. I have relied upon certificates of public officials and of officers of MBIA and MBIA Corp. with respect to the accuracy of factual matters contained therein which were not independently established. I have also assumed (i) the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Administrative Agent and the Lenders, (ii) the authenticity of all such documents submitted to me as originals, (iii) the genuineness of all signatures, and (iv) the conformity of all such documents submitted to me as copies. Based upon the foregoing, it is my opinion that:

EXHIBIT D Page 2 (1) MBIA is a corporation duly organized and validly existing and in good standing under the laws of the State of Connecticut, MBIA Corp. is a stock insurance corporation duly incorporated and validly existing in good standing under the laws of the State of New York and each has the corporate power required to carry on their businesses as now being conducted. (2) The execution, delivery and performance by MBIA and MBIA Corp. of the Credit Agreement and the Notes (i) are within the corporate powers of MBIA and MBIA Corp., (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not (A) contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument which to my knowledge is binding upon MBIA and MBIA Corp., or (B) in the case of MBIA, violate any provision of its Amended and Restated Certificate of Incorporation or By-laws, and in the case of MBIA Corp., violate any provision of its Restated

EXHIBIT D Page 2 (1) MBIA is a corporation duly organized and validly existing and in good standing under the laws of the State of Connecticut, MBIA Corp. is a stock insurance corporation duly incorporated and validly existing in good standing under the laws of the State of New York and each has the corporate power required to carry on their businesses as now being conducted. (2) The execution, delivery and performance by MBIA and MBIA Corp. of the Credit Agreement and the Notes (i) are within the corporate powers of MBIA and MBIA Corp., (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not (A) contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument which to my knowledge is binding upon MBIA and MBIA Corp., or (B) in the case of MBIA, violate any provision of its Amended and Restated Certificate of Incorporation or By-laws, and in the case of MBIA Corp., violate any provision of its Restated Charter or By-laws, and (v) to the best of my knowledge, do not result in the creation or imposition of any Lien on any asset of MBIA, MBIA Corp. or any of their Subsidiaries. (3) The Credit Agreement and the Notes are valid and binding obligations of MBIA and MBIA Corp., enforceable in accordance with their respective 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 may be subject to limitations of public policy. (4) To the best of my knowledge, there is no action, suit or proceeding before or by any court, arbitrator or any governmental body, agency or official pending or threatened against MBIA or MBIA Corp. or their Consolidated Subsidiaries wherein an adverse decision, ruling or finding would (i) materially and adversely affect the business, consolidated financial position or consolidated results of operations of MBIA, MBIA Corp. and their Consolidated Subsidiaries, considered as a whole, or (ii) affect the validity or enforceability of the Credit Agreement and the Notes. (5) Each Subsidiary of MBIA and MBIA Corp. is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and has all corporate powers and all material governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. (6) Neither MBIA nor MBIA Corp. is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (7) Neither MBIA, MBIA Corp. nor any of their Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.

EXHIBIT D Page 3 (8) To the best of my knowledge, no governmental consents, approvals, authorizations, registrations, declarations or filings are required for the execution and delivery of the Credit Agreement and the Notes on behalf of MBIA or MBIA Corp. or the consummation of the transaction as provided in the Credit Agreement and the Notes. This opinion is delivered to you in connection with the transaction referenced above and may only be relied upon by you or any assignee under the Credit Agreement, and may not be circulated, quoted or otherwise referred to except in connection with the transactions referenced above without my prior written consent.

EXHIBIT D Page 3 (8) To the best of my knowledge, no governmental consents, approvals, authorizations, registrations, declarations or filings are required for the execution and delivery of the Credit Agreement and the Notes on behalf of MBIA or MBIA Corp. or the consummation of the transaction as provided in the Credit Agreement and the Notes. This opinion is delivered to you in connection with the transaction referenced above and may only be relied upon by you or any assignee under the Credit Agreement, and may not be circulated, quoted or otherwise referred to except in connection with the transactions referenced above without my prior written consent. Very truly yours, Louis G. Lenzi General Counsel

EXHIBIT E

EXHIBIT E [NAME OF BORROWER) Officers' Certificate I, the undersigned, [President/Vice-President] of [NAME OF BORROWER], a corporation organized and existing under the laws of the State of [__________________ ] (the "Borrower"), DO HEREBY CERTIFY that: 1. This Certificate is furnished pursuant to Section 4.01(c) of the Credit Agreement, dated as of August 28, 1998 among the Borrower, [MBIA Inc.] [MBIA Insurance Corporation], the Lenders party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent (such Credit Agreement, as in effect on the date of this Certificate, being herein called the "Credit Agreement"). Unless otherwise defined herein capitalized terms used in this Certificate have the meanings assigned to those terms in the Credit Agreement. 2. The persons named below have been duty elected, have duly qualified as and at all times since ____________ __, 19__(1) (to and including and date hereto have been officers of the Borrower, holding the respective offices below set opposite their names, and the signatures below set opposite their names are their genuine signatures.
Name(2) _________________ _________________ _________________ Office _________________ _________________ _________________ Signature _________________ _________________ _________________

3. Attached hereto as Exhibit A is a copy of the Certificate of Incorporation of the Borrower as filed in the office of the Secretary of State of [_______] on __________ __, 19__, together with all amendments thereto adopted through the date hereof. (1) Insert a date prior to the time of any corporate action relating to the Credit Agreement. (2) Include name, office and signature of each officer who will sign any Credit Document, including the officer who will sign the certification at the end of this Certificate.

EXHIBIT E Page 2 4. Attached hereto as Exhibit B is a true and correct copy of the By-Laws of the Borrower as in effect on ____________ __, 19__ (3) together with all amendments thereto adopted through the date hereof. 5. Attached hereto as Exhibit C is a true and correct copy of resolutions duly adopted by [the unanimous written consent of] the Board of Directors of the Borrower [at a meeting on __________ __, 19__, at which a quorum was present and acting throughout], which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect. Except as attached hereto as Exhibit C, no resolutions have been adopted by the Board of Directors of the Borrower which deal with the execution, delivery or performance of any of the Credit Documents. 6. On the date hereof, the representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects.

EXHIBIT E Page 2 4. Attached hereto as Exhibit B is a true and correct copy of the By-Laws of the Borrower as in effect on ____________ __, 19__ (3) together with all amendments thereto adopted through the date hereof. 5. Attached hereto as Exhibit C is a true and correct copy of resolutions duly adopted by [the unanimous written consent of] the Board of Directors of the Borrower [at a meeting on __________ __, 19__, at which a quorum was present and acting throughout], which resolutions have not been revoked, modified, amended or rescinded and are still in full force and effect. Except as attached hereto as Exhibit C, no resolutions have been adopted by the Board of Directors of the Borrower which deal with the execution, delivery or performance of any of the Credit Documents. 6. On the date hereof, the representations and warranties contained in Section 5 of the Credit Agreement are true and correct in all material respects. 7. On the date hereof, no Default or Event of Default has occurred and is continuing. 8. I know of no proceeding for the dissolution or liquidation of the Borrower or threatening its existence. IN WITNESS WHEREOF, I have hereunto set my hand this day of _________________, 19__. [NAME OF BORROWER] By _______________________ Name: Title: (3) Insert same date as in paragraph 2 of this certificate.

EXHIBIT E Page 3 I, the undersigned, [Secretary/Assistant Secretary] of the Borrower, DO HEREBY CERTIFY that: 1. [Insert name of Person making the above certifications] is the duly elected and qualified of the Borrower and the signature above is his genuine signature. 2. The certifications made by [name] in items 2, 3, 4 and 5 above are true and correct. 3. I know of no proceeding for the dissolution or liquidation of the Borrower or threatening its existence. IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______________ 19__. [NAME OF BORROWER] By______________________________ Name: Title:

EXHIBIT F

EXHIBIT E Page 3 I, the undersigned, [Secretary/Assistant Secretary] of the Borrower, DO HEREBY CERTIFY that: 1. [Insert name of Person making the above certifications] is the duly elected and qualified of the Borrower and the signature above is his genuine signature. 2. The certifications made by [name] in items 2, 3, 4 and 5 above are true and correct. 3. I know of no proceeding for the dissolution or liquidation of the Borrower or threatening its existence. IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of _______________ 19__. [NAME OF BORROWER] By______________________________ Name: Title:

EXHIBIT F FINANCIAL GUARANTY INSURANCE POLICY MBIA Insurance Corporation Armonk, New York, 10504 Policy No.________ MBIA Insurance Corporation (the "Insurer"), for consideration received and subject to the terms of this Policy, hereby unconditionally and irrevocably guarantees to Deutsche Bank AG, New York Branch, as Administrative Agent (in such capacity and together with its successors and assigns, the "Administrative Agent") for the benefit of the financial institutions (the "Lenders") which are parties from time to time to the Credit Agreement, dated as of August 28, 1998 among MBIA Inc., the Insurer, various designated borrowers from time to time parties thereto, the Lenders, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and the Administrative Agent (as amended, modified or supplemented from time to time, the "Credit Agreement") the full and complete payment required to be made by [Designated Borrower] (the "Obligor") of an amount equal to (i) amounts due for payment from the Obligor under the Credit Agreement as such payments shall become due but shall not be so paid; and (ii) the reimbursement of any such payment which is subsequently recovered from the Administrative Agent or the Lenders pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Administrative Agent that the payment of an Insured Amount which is then due has not been made, the Insurer by 2:00 p.m., New York Time, on the second Business Day after receipt of notice of such nonpayment, will make a deposit of immediately available funds in the currency or currencies in which such Insured Amount is payable, in an account with the Administrative Agent sufficient for the payment of any such Insured Amounts which are then due. All notices, presentations and other communications made by the Administrative Agent to the Insurer shall be made to the Insurer pursuant to

EXHIBIT F FINANCIAL GUARANTY INSURANCE POLICY MBIA Insurance Corporation Armonk, New York, 10504 Policy No.________ MBIA Insurance Corporation (the "Insurer"), for consideration received and subject to the terms of this Policy, hereby unconditionally and irrevocably guarantees to Deutsche Bank AG, New York Branch, as Administrative Agent (in such capacity and together with its successors and assigns, the "Administrative Agent") for the benefit of the financial institutions (the "Lenders") which are parties from time to time to the Credit Agreement, dated as of August 28, 1998 among MBIA Inc., the Insurer, various designated borrowers from time to time parties thereto, the Lenders, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and the Administrative Agent (as amended, modified or supplemented from time to time, the "Credit Agreement") the full and complete payment required to be made by [Designated Borrower] (the "Obligor") of an amount equal to (i) amounts due for payment from the Obligor under the Credit Agreement as such payments shall become due but shall not be so paid; and (ii) the reimbursement of any such payment which is subsequently recovered from the Administrative Agent or the Lenders pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable preference within the meaning of any applicable bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or upon receipt of written notice by registered or certified mail, by the Insurer from the Administrative Agent that the payment of an Insured Amount which is then due has not been made, the Insurer by 2:00 p.m., New York Time, on the second Business Day after receipt of notice of such nonpayment, will make a deposit of immediately available funds in the currency or currencies in which such Insured Amount is payable, in an account with the Administrative Agent sufficient for the payment of any such Insured Amounts which are then due. All notices, presentations and other communications made by the Administrative Agent to the Insurer shall be made to the Insurer pursuant to Section 1 1.03 of the Credit Agreement. The Insurer shall be subrogated to the rights of the Administrative Agent or the Lenders to receive payment from the Obligor under the Credit Agreement to the extent of any payment by the Insurer hereunder. The Insurer's obligation to make any payment required pursuant to this Policy shall be made without the prior assertion of any defenses to payment (including fraud in inducement or fact).

EXHIBIT F Page 2 The Insurer may not, in respect of a payment to be made hereunder, be released from its obligations in any circumstance other than the full and complete receipt by the Administrative Agent of the full amount payable hereunder. The Insurer hereby waives and agrees not to assert any and all rights to require the Administrative Agent to make demand on or to proceed against any person, party or security prior to demanding payment under this Policy. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, NY 10504 and such service of process shall be valid and binding.

EXHIBIT F Page 2 The Insurer may not, in respect of a payment to be made hereunder, be released from its obligations in any circumstance other than the full and complete receipt by the Administrative Agent of the full amount payable hereunder. The Insurer hereby waives and agrees not to assert any and all rights to require the Administrative Agent to make demand on or to proceed against any person, party or security prior to demanding payment under this Policy. Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, NY 10504 and such service of process shall be valid and binding. This policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law. This policy is non-cancelable for any reason. "Business Day" means any day which is not a Saturday or Sunday or a day on which commercial banks in the State of New York or the Administrative Agent are authorized to or required by law to be closed. This Policy is to be governed by, and construed in accordance with, the laws of the State of New York.

EXHIBIT F Page 3 IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed in facsimile on its behalf by its duly authorized officers, this ___ day of _________________, ______. MBIA INSURANCE CORPORATION
______________________________ President Attest: ______________________________ Assistant Secretary

EXHIBIT G FORM OF ASSIGNMENT AGREEMENT [DATE] Reference is made to the Credit Agreement described in Item 2 of Annex I annexed hereto (as such Credit Agreement may hereafter be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Unless defined in Annex I attached hereto, terms defined in the Credit Agreement are used herein as therein defined. _______________ (the "Assignor") and _________ (the "Assignee") hereby agree as follows: 1. The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement which represents the

EXHIBIT F Page 3 IN WITNESS WHEREOF, the Insurer has caused this Policy to be executed in facsimile on its behalf by its duly authorized officers, this ___ day of _________________, ______. MBIA INSURANCE CORPORATION
______________________________ President Attest: ______________________________ Assistant Secretary

EXHIBIT G FORM OF ASSIGNMENT AGREEMENT [DATE] Reference is made to the Credit Agreement described in Item 2 of Annex I annexed hereto (as such Credit Agreement may hereafter be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Unless defined in Annex I attached hereto, terms defined in the Credit Agreement are used herein as therein defined. _______________ (the "Assignor") and _________ (the "Assignee") hereby agree as follows: 1. The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement which represents the percentage interest specified in Item 4 of Annex I (the "Assigned Share") of the Total Commitment under the Credit Agreement, including, without limitation, all rights and obligations with respect to the Assigned Share of all outstanding Revolving Loans. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the outstanding Revolving Loans owing to the Assignee will be as set forth in Item 4 of Annex I. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Parent or any of its Subsidiaries or any Borrower or the performance or observance by the Borrowers, of any of their obligations under the Credit Agreement or the other Credit Documents or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements 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 this Assignment Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such

EXHIBIT G

EXHIBIT G FORM OF ASSIGNMENT AGREEMENT [DATE] Reference is made to the Credit Agreement described in Item 2 of Annex I annexed hereto (as such Credit Agreement may hereafter be amended, supplemented or otherwise modified from time to time, the "Credit Agreement"). Unless defined in Annex I attached hereto, terms defined in the Credit Agreement are used herein as therein defined. _______________ (the "Assignor") and _________ (the "Assignee") hereby agree as follows: 1. The Assignor hereby sells and assigns to the Assignee without recourse and without representation or warranty (other than as expressly provided herein), and the Assignee hereby purchases and assumes from the Assignor, that interest in and to all of the Assignor's rights and obligations under the Credit Agreement which represents the percentage interest specified in Item 4 of Annex I (the "Assigned Share") of the Total Commitment under the Credit Agreement, including, without limitation, all rights and obligations with respect to the Assigned Share of all outstanding Revolving Loans. After giving effect to such sale and assignment, the Assignee's Commitment and the amount of the outstanding Revolving Loans owing to the Assignee will be as set forth in Item 4 of Annex I. 2. The Assignor (i) represents and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or the other Credit Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents or any other instrument or document furnished pursuant thereto; and (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Parent or any of its Subsidiaries or any Borrower or the performance or observance by the Borrowers, of any of their obligations under the Credit Agreement or the other Credit Documents or any other instrument or document furnished pursuant thereto. 3. The Assignee (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements 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 this Assignment Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Assignor or any other Lender 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) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such

EXHIBIT G Page 2 powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 4. Following the execution of this Assignment Agreement by the Assignor and the Assignee, an executed original hereof (together with all attachments) will be delivered to the Administrative Agent and Parent. The effective date of this Assignment Agreement shall be the date of execution hereof by the Assignor and the Assignee, the receipt of the consent of Parent and the Administrative Agent and receipt by the Administrative Agent of the administrative fee referred to in Section 11.04(b) of the Credit Agreement, the receipt of Internal Revenue Service Form 1001 or 4224 (as applicable) pursuant to Section 3.04(b)(i) of the Credit Agreement and the opinion or opinions (as applicable) referred to in Section 11.02 of the Credit Agreement, or such later date as specified in Item 5 of Annex I hereto (the "Settlement Date").

EXHIBIT G Page 2 powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender. 4. Following the execution of this Assignment Agreement by the Assignor and the Assignee, an executed original hereof (together with all attachments) will be delivered to the Administrative Agent and Parent. The effective date of this Assignment Agreement shall be the date of execution hereof by the Assignor and the Assignee, the receipt of the consent of Parent and the Administrative Agent and receipt by the Administrative Agent of the administrative fee referred to in Section 11.04(b) of the Credit Agreement, the receipt of Internal Revenue Service Form 1001 or 4224 (as applicable) pursuant to Section 3.04(b)(i) of the Credit Agreement and the opinion or opinions (as applicable) referred to in Section 11.02 of the Credit Agreement, or such later date as specified in Item 5 of Annex I hereto (the "Settlement Date"). 5. Upon the delivery of a fully executed original hereof to the Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment Agreement, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent provided in this Assignment Agreement, relinquish its rights and be released from its obligations under the Credit Agreement, 6. It is agreed that the Assignee shall be entitled to (x) all interest on the Assigned Share of the Revolving Loans at the rates specified in Item 6 of Annex I, and (y) all Facility Fees on the Assigned Share of the Commitment at the rate specified in Item 7 of Annex I; which, in each case, accrue on and after the Settlement Date, such interest and, if applicable, Facility Fees to be paid by the Administrative Agent directly to the Assignee. It is further agreed that all payments of principal made on the Assigned Share of the Revolving Loans which occur on and after the Settlement Date will be paid directly by the Administrative Agent to the Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor an amount specified by the Assignor in writing which represents the Assigned Share of the principal amount of the Revolving Loans made by the Assignor pursuant to the Credit Agreement which are outstanding on the Settlement Date, net of any closing costs, and which are being assigned hereunder. The Assignor and the Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Settlement Date directly between themselves on the Settlement Date. 7. THIS ASSIGNMENT AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EXHIBIT G Page 3 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution also being made on Annex I hereto.
Accepted this ___ day of ___________ ,___ [NAME OF ASSIGNOR], as Assignor By____________________________ Title:

[NAME OF ASSIGNEE], as Assignee

By____________________________ Title:

EXHIBIT G Page 3 IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written, such execution also being made on Annex I hereto.
Accepted this ___ day of ___________ ,___ [NAME OF ASSIGNOR], as Assignor By____________________________ Title:

[NAME OF ASSIGNEE], as Assignee

By____________________________ Title: Acknowledged and Agreed: MBIA INC.

By____________________________

Title: MBIA INSURANCE CORPORATION By____________________________ Title: DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent By____________________________ Title:

EXHIBIT G Page 4 By____________________________ Title:

ANNEX I ANNEX FOR ASSIGNMENT AGREEMENT 1. Borrowers: MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp.") and various Designated Borrowers from time to time. 2. Name and Date of Credit Agreement:

EXHIBIT G Page 4 By____________________________ Title:

ANNEX I ANNEX FOR ASSIGNMENT AGREEMENT 1. Borrowers: MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp.") and various Designated Borrowers from time to time. 2. Name and Date of Credit Agreement: Credit Agreement, dated as of August 28, 1998 among Parent, Corp., various Designated Borrowers, the Lenders from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent. 3. Date of Assignment Agreement:
4. Amounts (as of date of item #3 above): Outstanding Principal of Revolving Loans --------------a. Aggregate Amount for all Lenders $ ----------Commitment ----------

$ -----------

b. Assigned Share ----------- % ----------- % c. Amount of Assigned Share $ ----------- $ ----------5. Settlement Date:

ANNEX I Page 2
6. Rate of Interest to the Assignee: As set forth in Section 1.09 of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee)(1) As set forth in Section 2.01(a) of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee)(2)

7.

Facility Fee

8.

Notice: ASSIGNOR: -----------------------------

ANNEX I ANNEX FOR ASSIGNMENT AGREEMENT 1. Borrowers: MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp.") and various Designated Borrowers from time to time. 2. Name and Date of Credit Agreement: Credit Agreement, dated as of August 28, 1998 among Parent, Corp., various Designated Borrowers, the Lenders from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent. 3. Date of Assignment Agreement:
4. Amounts (as of date of item #3 above): Outstanding Principal of Revolving Loans --------------a. Aggregate Amount for all Lenders $ ----------Commitment ----------

$ -----------

b. Assigned Share ----------- % ----------- % c. Amount of Assigned Share $ ----------- $ ----------5. Settlement Date:

ANNEX I Page 2
6. Rate of Interest to the Assignee: As set forth in Section 1.09 of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee)(1) As set forth in Section 2.01(a) of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee)(2)

7.

Facility Fee

8.

Notice: ASSIGNOR: -----------------------------

Attention: Telephone: Telecopier: Reference:

ANNEX I Page 2
6. Rate of Interest to the Assignee: As set forth in Section 1.09 of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee)(1) As set forth in Section 2.01(a) of the Credit Agreement (unless otherwise agreed to by the Assignor and the Assignee)(2)

7.

Facility Fee

8.

Notice: ASSIGNOR: -----------------------------

Attention: Telephone: Telecopier: Reference: ASSIGNEE:

Attention: Telephone: Telecopier: Reference:

(1) The Borrowers and the Administrative Agent shall direct the entire amount of the interest to the Assignee at the rate set forth in Section 1.09 of the Credit Agreement, with the Assignor and Assignee effecting any agreed upon sharing of interest through payments by the Assignee to the Assignor. (2) The Borrowers and the Administrative Agent shall direct the entire amount of the Facility Fee to the Assignee at the rate set forth in Section 2.01(a) of the Credit Agreement, with the Assignor and Assignee effecting any agreed upon sharing of Facility Fees through payments by the Assignee to the Assignor.

ANNEX I Page 3 Payment Instructions: ASSIGNOR:

ANNEX I Page 3 Payment Instructions: ASSIGNOR:

Attention: Reference: ASSIGNEE:

Attention: Reference: Accepted and Agreed: [NAME OF ASSIGNEE] By ------------------------------------------------(Print Name and Title) [NAME OF ASSIGNOR] By ------------------------------------------------(Print Name and Title)

EXHIBIT H FORM OF COMMITMENT ASSUMPTION AGREEMENT [Letterhead of Lender] [DATE] MBIA Inc. MBIA Insurance Corporation 885 Third Avenue New York, New York 10022 Deutsche Bank AG, New York Branch, as Administrative Agent 31 West 52nd Street New York, New York 10019 re Additional Commitment Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of August 28, 1998 (as amended, modified or

EXHIBIT H FORM OF COMMITMENT ASSUMPTION AGREEMENT [Letterhead of Lender] [DATE] MBIA Inc. MBIA Insurance Corporation 885 Third Avenue New York, New York 10022 Deutsche Bank AG, New York Branch, as Administrative Agent 31 West 52nd Street New York, New York 10019 re Additional Commitment Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of August 28, 1998 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp."), various Designated Borrowers from time to time, various lending institutions party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. [We hereby agree to assume a Commitment under the Credit Agreement of $___________.] [We hereby agree to increase our Commitment under the Credit Agreement from

EXHIBIT H Page 2 $____________ to $ ___________.](1) This [assumption of] [increase in] our Commitment shall be effective on the date this letter is accepted by you as provided below. [We (i) confirm that we have received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as we have deemed appropriate to make our own credit analysis and decision to enter into this Commitment Assumption Agreement; (ii) agree that we will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as we shall deem appropriate at the time, continue to make our own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoint and authorize the Administrative Agent to take such action as agent on our behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that we will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by us as a Lender. Upon the delivery of a fully executed original hereof to the Administrative Agent, we shall be a party to the Credit Agreement and, to the extent provided in this Commitment Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents. ](2) You may accept this letter by signing the enclosed copies in the space provided below, and returning one copy of same to us and delivering one copy of same to the Administrative Agent before the close of business on ______________, ______. If you do not so accept this letter, our Commitment shall be deemed cancelled.

EXHIBIT H Page 2 $____________ to $ ___________.](1) This [assumption of] [increase in] our Commitment shall be effective on the date this letter is accepted by you as provided below. [We (i) confirm that we have received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as we have deemed appropriate to make our own credit analysis and decision to enter into this Commitment Assumption Agreement; (ii) agree that we will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as we shall deem appropriate at the time, continue to make our own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoint and authorize the Administrative Agent to take such action as agent on our behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that we will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by us as a Lender. Upon the delivery of a fully executed original hereof to the Administrative Agent, we shall be a party to the Credit Agreement and, to the extent provided in this Commitment Assumption Agreement, have the rights and obligations of a Lender thereunder and under the other Credit Documents. ](2) You may accept this letter by signing the enclosed copies in the space provided below, and returning one copy of same to us and delivering one copy of same to the Administrative Agent before the close of business on ______________, ______. If you do not so accept this letter, our Commitment shall be deemed cancelled. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND MAY BE MODIFIED ONLY IN WRITING. Very truly yours, [NAME OF LENDER] By:__________________ Title:

(1) Insert the first sentence in the case of the assumption of a Commitment by an institution not previously a Lender under the Credit Agreement. Insert the second sentence in the case of an increase in the Commitment of a Lender under the Credit Agreement. (2) Insert bracketed language if the lending institution is not already a Lender.

EXHIBIT H Page 3 Agreed and Accepted this __ day of ______________, ____: MBIA INC. By:__________________ Title:

EXHIBIT H Page 3 Agreed and Accepted this __ day of ______________, ____: MBIA INC. By:__________________ Title: MBIA INSURANCE CORPORATION By:__________________ Title:

EXHIBIT I FORM OF DB ASSUMPTION AGREEMENT DB ASSUMPTION AGREEMENT (the "Agreement") dated as of _________________, ____, by _______________, a _____________ [corporation] (the "Company"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined. WITNESSETH: WHEREAS, MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp."), various Designated Borrowers from time to time, various lending institutions party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent, have entered into a Credit Agreement dated as of August 28, 1998 (as amended through the date hereof, the "Credit Agreement"); WHEREAS, pursuant to Section 1.17 of the Credit Agreement, Parent or Corp. may designate one or more Persons as a Designated Borrower from time to time; and WHEREAS, [Parent] [Corp.] desires to designate the Company as a Designated Borrower for purposes of the Credit Agreement; WHEREAS, the Company desires to execute and deliver this Agreement in order to become a party to the Credit Agreement as a Designated Borrower; NOW, THEREFORE, IT IS AGREED: 1. Assumption. By executing and delivering this Agreement, the Company hereby becomes a party to the Credit Agreement as a "Designated Borrower" thereunder, and hereby expressly assumes all obligations and liabilities of a "Designated Borrower" thereunder. 2. Representations, Warranties and Agreements. In order to induce the Lenders to make Loans to the Company as provided in the Credit Agreement, the Company hereby makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of Loans to the Company: (a) The Company is a special purpose entity duly organized, validly existing and in good standing under the laws of the State of _________________, is duly qualified to transact business in every jurisdiction where, by the

EXHIBIT I FORM OF DB ASSUMPTION AGREEMENT DB ASSUMPTION AGREEMENT (the "Agreement") dated as of _________________, ____, by _______________, a _____________ [corporation] (the "Company"). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined. WITNESSETH: WHEREAS, MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp."), various Designated Borrowers from time to time, various lending institutions party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent and Deutsche Bank AG, New York Branch, as Administrative Agent, have entered into a Credit Agreement dated as of August 28, 1998 (as amended through the date hereof, the "Credit Agreement"); WHEREAS, pursuant to Section 1.17 of the Credit Agreement, Parent or Corp. may designate one or more Persons as a Designated Borrower from time to time; and WHEREAS, [Parent] [Corp.] desires to designate the Company as a Designated Borrower for purposes of the Credit Agreement; WHEREAS, the Company desires to execute and deliver this Agreement in order to become a party to the Credit Agreement as a Designated Borrower; NOW, THEREFORE, IT IS AGREED: 1. Assumption. By executing and delivering this Agreement, the Company hereby becomes a party to the Credit Agreement as a "Designated Borrower" thereunder, and hereby expressly assumes all obligations and liabilities of a "Designated Borrower" thereunder. 2. Representations, Warranties and Agreements. In order to induce the Lenders to make Loans to the Company as provided in the Credit Agreement, the Company hereby makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of Loans to the Company: (a) The Company is a special purpose entity duly organized, validly existing and in good standing under the laws of the State of _________________, is duly qualified to transact business in every jurisdiction where, by the nature of its businesses, such qualification is

EXHIBIT I Page 2 necessary, and has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its businesses as now conducted. (b) The execution, delivery and performance by the Company of this Agreement and the other Credit Documents (i) are within the Company's corporate powers, (ii) have been duly authorized by all necessary corporate or other action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws or other organizational documents of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

EXHIBIT I Page 2 necessary, and has all powers and all governmental licenses, authorizations, consents and approvals required to carry on its businesses as now conducted. (b) The execution, delivery and performance by the Company of this Agreement and the other Credit Documents (i) are within the Company's corporate powers, (ii) have been duly authorized by all necessary corporate or other action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws or other organizational documents of the Company or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries. (c) This Agreement and the other Credit Documents constitute valid and binding agreements of the Company enforceable in accordance with their terms, provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally. (d) There is no action, suit or proceeding pending, or to the knowledge of the Company threatened, against or affecting the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official which is material in the context of the Company's business or which in any manner draws into question the validity or enforceability of, or could impair the ability of the Company to perform its obligations under, this Agreement or any of the other Credit Documents. (e) The Company is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (f) Neither the Company nor any of its Subsidiaries is a "holding company", or a subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. (g) All information heretofore furnished by the Company to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Company to the Administrative Agent or any Lender will be, true, accurate and complete in every material respect or based on reasonable estimates on the date as of which such information is stated or certified. (h) Neither the Company nor any of its Subsidiaries are engaged principally, or as one of its important activities, in the business of purchasing or carrying any Margin Stock, and no part of the proceeds of any Loan will be used to purchase or carrying any Margin Stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation U or X.

EXHIBIT I Page 3 (i) After giving effect to the execution and delivery of the Credit Documents and the malting of the Loans under the Credit Agreement, the Company will not be "insolvent," within the meaning of such term as used in O.C.G.A. ss. 18-2-22 or as defined in ss. 101 of Title 11 of the United States Code or Section 2 of the Uniform Fraudulent Transfer Act, or any other applicable state law pertaining to fraudulent transfers, as each may be amended from time to time, or be unable to pay its debts generally as such debts become due or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated. (j) The Company is not subject to any bankruptcy or insolvency proceeding of the type referred to in Section 8.0

EXHIBIT I Page 3 (i) After giving effect to the execution and delivery of the Credit Documents and the malting of the Loans under the Credit Agreement, the Company will not be "insolvent," within the meaning of such term as used in O.C.G.A. ss. 18-2-22 or as defined in ss. 101 of Title 11 of the United States Code or Section 2 of the Uniform Fraudulent Transfer Act, or any other applicable state law pertaining to fraudulent transfers, as each may be amended from time to time, or be unable to pay its debts generally as such debts become due or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated. (j) The Company is not subject to any bankruptcy or insolvency proceeding of the type referred to in Section 8.0 1 (h) or (i) of the Credit Agreement. 2. Notes. The Company agrees to execute and deliver to the Administrative Agent for the account of each Lender a Revolving Note and a Competitive Bid Note. 3. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 4. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

EXHIBIT I Page 4 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. [DESIGNATED BORROWER] By__________________ Title: ACKNOWLEDGED: [MBIA INC.] [MBIA INSURANCE CORPORATION] By_________________________________ Title: DEUTSCHE BANK AG, NEW YORK BRANCH as Administrative Agent By_________________________________ Title: By_________________________________ Title:

EXHIBIT J

EXHIBIT I Page 4 IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as of the date first above written. [DESIGNATED BORROWER] By__________________ Title: ACKNOWLEDGED: [MBIA INC.] [MBIA INSURANCE CORPORATION] By_________________________________ Title: DEUTSCHE BANK AG, NEW YORK BRANCH as Administrative Agent By_________________________________ Title: By_________________________________ Title:

EXHIBIT J [DOMESTIC BANK COUNSEL OPINION] [DATE] MBIA Insurance Corporation 113 King Street Armonk, NY 10504 MBIA Inc. 113 King Street Armonk, NY 10504 Re: $400,000,000 Credit Agreement date as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and other Lenders signatory thereto Ladies and Gentlemen: We are counsel for ____________________ (the "Lender") and, as such, are familiar with its Articles of Association and Bylaws. We are familiar with the corporate action on the part of the Lender in connection with the execution and delivery by the Lender of the above referenced Credit Agreement dated as of August 28, 1998.

EXHIBIT J [DOMESTIC BANK COUNSEL OPINION] [DATE] MBIA Insurance Corporation 113 King Street Armonk, NY 10504 MBIA Inc. 113 King Street Armonk, NY 10504 Re: $400,000,000 Credit Agreement date as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and other Lenders signatory thereto Ladies and Gentlemen: We are counsel for ____________________ (the "Lender") and, as such, are familiar with its Articles of Association and Bylaws. We are familiar with the corporate action on the part of the Lender in connection with the execution and delivery by the Lender of the above referenced Credit Agreement dated as of August 28, 1998. In connection with this opinion we have examined the Credit Agreement. Furthermore, we have examined originals, or copies certified to our satisfaction, of such agreements, documents, certificates and other statements of government officials and officers of the Lender and other papers as deemed relevant and necessary as a basis for such opinions. In such examination, we have assumed the capacity of natural persons, the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies. Based upon the examination described above, we are of the following opinions:

EXHIBIT J Page 2 (1) The Lender is a [National Banking Association] organized and in good standing under the laws of the United States of America. (2) The Lender has full corporate power and authority to enter into the Credit Agreement and to perform and observe its obligations thereunder. (3) No consent, approval, or authorization of, filing or registration with, or notification of or other action with respect to, any governmental authority of the [STATE] or of the United States is required in connection with the execution, delivery, or performance of the Credit Agreement by the Lender. (4) The Credit Agreement has been duly authorized, executed and delivered by the Lender and is a valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms except that enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, as such laws would apply in the event of the bankruptcy, insolvency, reorganization or liquidation of, or other similar occurrence with respect to the Lender or the event of any moratorium or similar occurrence affecting the Lender.

EXHIBIT J Page 2 (1) The Lender is a [National Banking Association] organized and in good standing under the laws of the United States of America. (2) The Lender has full corporate power and authority to enter into the Credit Agreement and to perform and observe its obligations thereunder. (3) No consent, approval, or authorization of, filing or registration with, or notification of or other action with respect to, any governmental authority of the [STATE] or of the United States is required in connection with the execution, delivery, or performance of the Credit Agreement by the Lender. (4) The Credit Agreement has been duly authorized, executed and delivered by the Lender and is a valid and binding obligation of the Lender, enforceable against the Lender in accordance with its terms except that enforceability may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, as such laws would apply in the event of the bankruptcy, insolvency, reorganization or liquidation of, or other similar occurrence with respect to the Lender or the event of any moratorium or similar occurrence affecting the Lender. Yours very truly,

EXHIBIT J Page 3 [FOREIGN BANK'S U.S. BRANCH U.S. COUNSEL OPINION] [DATE] MBIA Insurance Corporation 113 King Street Armonk, NY 10504 MBIA Inc. 113 King Street Armonk, NY 10504 Re: $400,000,000 Credit Agreement date as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and other Lenders signatory thereto Ladies and Gentlemen: We have acted as counsel to [LENDER], a banking corporation organized under the laws of [COUNTRY], acting through its [STATE] Branch [or Agency] in connection with its execution and delivery of the abovereferenced Credit Agreement (the "Credit Agreement") dated as of August 28, 1998. In connection with the opinions herein set forth, we have reviewed and relied upon the opinion of [FOREIGN COUNSEL TO LENDER] dated [________________, 1998] with respect to the matters set forth therein. Furthermore, we have examined agreements, certificates, documents and statements of government officials and officers of [LENDER] as we have deemed relevant and necessary in order to render the opinions set forth below. In our examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and conformity to original documents of all documents submitted to us as

EXHIBIT J Page 3 [FOREIGN BANK'S U.S. BRANCH U.S. COUNSEL OPINION] [DATE] MBIA Insurance Corporation 113 King Street Armonk, NY 10504 MBIA Inc. 113 King Street Armonk, NY 10504 Re: $400,000,000 Credit Agreement date as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and other Lenders signatory thereto Ladies and Gentlemen: We have acted as counsel to [LENDER], a banking corporation organized under the laws of [COUNTRY], acting through its [STATE] Branch [or Agency] in connection with its execution and delivery of the abovereferenced Credit Agreement (the "Credit Agreement") dated as of August 28, 1998. In connection with the opinions herein set forth, we have reviewed and relied upon the opinion of [FOREIGN COUNSEL TO LENDER] dated [________________, 1998] with respect to the matters set forth therein. Furthermore, we have examined agreements, certificates, documents and statements of government officials and officers of [LENDER] as we have deemed relevant and necessary in order to render the opinions set forth below. In our examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and conformity to original documents of all documents submitted to us as certified or photostatic copies. As to various questions of fact material in our opinions, we have relied upon certificates of officers and representatives of [LENDER], except that we have made such

EXHIBIT J Page 4 independent investigations as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. Based on the foregoing, it is our opinion that: 1. [LENDER] is authorized to operate as a [BRANCH/AGENCY] of a foreign banking corporation under the laws of [STATE] or [UNITED STATES]. 2. [LENDER] has the corporate power and authority to enter into the Credit Agreement and to undertake the obligations set forth therein. 3. The Credit Agreement has been duly authorized, executed and delivered by [LENDER] and constitutes the legal, valid and binding obligation of [LENDER] enforceable against [LENDER] in accordance with its terms, except only as such enforceability may be limited (a) by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting the enforcement of creditors' rights in general as such laws would apply

EXHIBIT J Page 4 independent investigations as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. Based on the foregoing, it is our opinion that: 1. [LENDER] is authorized to operate as a [BRANCH/AGENCY] of a foreign banking corporation under the laws of [STATE] or [UNITED STATES]. 2. [LENDER] has the corporate power and authority to enter into the Credit Agreement and to undertake the obligations set forth therein. 3. The Credit Agreement has been duly authorized, executed and delivered by [LENDER] and constitutes the legal, valid and binding obligation of [LENDER] enforceable against [LENDER] in accordance with its terms, except only as such enforceability may be limited (a) by bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting the enforcement of creditors' rights in general as such laws would apply in the event of any insolvency, reorganization, liquidation, moratorium or similar occurrence affecting [LENDER] or (b) by equitable principles affecting [LENDER]. We are not admitted to practice law in [COUNTRY] and the foregoing opinion is limited to the laws of the State of [STATE] and to applicable federal laws of the United States of America. Very truly yours,

EXHIBIT J Page 5 [FOREIGN BANK'S FOREIGN COUNSEL OPINION] [DATE] MBIA Insurance Corporation 113 King Street Armonk, NY 10504 MBIA Inc. 113 King Street Armonk, NY 10504 Re: $400,000,000 Credit Agreement date as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and other Lenders signatory thereto Ladies and Gentlemen: We have acted as [COUNTRY] counsel to [LENDER] (the "Lender") in connection with the execution and delivery through its [STATE] Branch/Agency of the above-referenced Credit Agreement dated as of August 28, 1998 (the "Credit Agreement"). Capitalized terms used in this opinion and not defined herein shall have the meanings assigned in the Credit Agreement. In connection with the opinions set forth herein, we have examined a copy of the Credit Agreement. In addition,

EXHIBIT J Page 5 [FOREIGN BANK'S FOREIGN COUNSEL OPINION] [DATE] MBIA Insurance Corporation 113 King Street Armonk, NY 10504 MBIA Inc. 113 King Street Armonk, NY 10504 Re: $400,000,000 Credit Agreement date as of August 28, 1998, among MBIA Inc., MBIA Insurance Corporation, various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and other Lenders signatory thereto Ladies and Gentlemen: We have acted as [COUNTRY] counsel to [LENDER] (the "Lender") in connection with the execution and delivery through its [STATE] Branch/Agency of the above-referenced Credit Agreement dated as of August 28, 1998 (the "Credit Agreement"). Capitalized terms used in this opinion and not defined herein shall have the meanings assigned in the Credit Agreement. In connection with the opinions set forth herein, we have examined a copy of the Credit Agreement. In addition, we have examined and relied on originals, or copies certified or otherwise identified to our satisfaction, of such corporate records of the Lender and such other instruments, agreements, documents and other certificates of government officials, officers and representatives of the Lender and such other persons, and we have made such investigation of law and fact as we have deemed appropriate as a basis for the opinions expressed below. In such examination we have assumed that the signatures on all documents that we have examined are genuine. We express no opinion herein as to the laws of any jurisdiction other than to the laws of [COUNTRY].

EXHIBIT J Page 6 Based upon and subject to the foregoing, we are of the opinion that: (1) The Lender is a banking corporation duly organized and existing under the laws of the [COUNTRY], and has full power and authority to execute and deliver the Credit Agreement through its [STATE] Branch/Agency and to perform all of its obligations thereunder. (2) The execution of the Credit Agreement by the Lender through its [STATE] Branch has been duly authorized by all necessary corporate action of the Lender in accordance with the laws of [COUNTRY] and, assuming due execution and delivery, will constitute a legal, valid and binding obligation of the Lender, enforceable under the laws of the [COUNTRY] against the Lender in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, liquidation, readjustment of debt, moratorium and similar laws affecting creditors rights against the Lender from time to time in effect, as the same may be applied in the event of bankruptcy, insolvency, reorganization, liquidation, readjustment of debt or similar situation of the Lender or a moratorium applicable to the Lender and (ii) general principles of equity (regardless of whether enforcement in sought is a proceeding in equity or at law).

EXHIBIT J Page 6 Based upon and subject to the foregoing, we are of the opinion that: (1) The Lender is a banking corporation duly organized and existing under the laws of the [COUNTRY], and has full power and authority to execute and deliver the Credit Agreement through its [STATE] Branch/Agency and to perform all of its obligations thereunder. (2) The execution of the Credit Agreement by the Lender through its [STATE] Branch has been duly authorized by all necessary corporate action of the Lender in accordance with the laws of [COUNTRY] and, assuming due execution and delivery, will constitute a legal, valid and binding obligation of the Lender, enforceable under the laws of the [COUNTRY] against the Lender in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, liquidation, readjustment of debt, moratorium and similar laws affecting creditors rights against the Lender from time to time in effect, as the same may be applied in the event of bankruptcy, insolvency, reorganization, liquidation, readjustment of debt or similar situation of the Lender or a moratorium applicable to the Lender and (ii) general principles of equity (regardless of whether enforcement in sought is a proceeding in equity or at law). (3) As of the date hereof, each of the following officers of the Lender's [STATE] Branch/Agency are authorized to execute and deliver the Credit Agreement for, in the name and on behalf of the Lender:

(4) The issuance, execution and delivery of the Credit Agreement do not conflict with, or constitute a breach of or a default under, the [Articles, Charter or Bylaws] of the Lender or any administrative regulation or decree of or in [COUNTRY] to which the Lender is subject. (5) With the exception of the approvals obtained or made as of the date hereof, no approval, authorization, consent or other order of any governmental or administrative agency or body is required under the laws of [COUNTRY] in connection with the issuance, execution and delivery of the Credit Agreement, or for the performance by the Lender of its obligations thereunder. (6) The choice of laws of the State of ___________________ to govern the Credit Agreement is valid under the laws of [COUNTRY), provided that the application of such laws of the State of [STATE] does not violate public order or good morals in [COUNTRY]. We have no reason to believe that the application of the laws of the State of [STATE] to the Credit Agreement violates such public order or good morals in [COUNTRY]. (7) A final and conclusive judgment rendered by the courts of the State of [STATE] or the United States of America having jurisdiction over the Lender (including the [STATE] Branch/Agency), which is not subject to appeal and is enforceable in the United States of

EXHIBIT J Page 7 America, with respect to the obligations of the Lender under the Credit Agreement, may be enforced against the Lender without a review of the merits, provided that the following requirements of the [COUNTRY] Code of Civil Procedure, which we consider to be material, are satisfied: (i) service of complaint filed with the courts of the United States of America having jurisdiction over the Lender (including the [STATE] Branch/Agency) was properly effected on the Lender other than by means of public notice; (ii) reciprocity continues to exist with respect to the recognition of final judgments of the courts of [COUNTRY] by the courts of the State of [STATE] or the respective federal court; and (iii) such final and conclusive judgment in the United States of

EXHIBIT J Page 7 America, with respect to the obligations of the Lender under the Credit Agreement, may be enforced against the Lender without a review of the merits, provided that the following requirements of the [COUNTRY] Code of Civil Procedure, which we consider to be material, are satisfied: (i) service of complaint filed with the courts of the United States of America having jurisdiction over the Lender (including the [STATE] Branch/Agency) was properly effected on the Lender other than by means of public notice; (ii) reciprocity continues to exist with respect to the recognition of final judgments of the courts of [COUNTRY] by the courts of the State of [STATE] or the respective federal court; and (iii) such final and conclusive judgment in the United States of America is not contrary to the public order or good morals in [COUNTRY]. We see no reason at present why a judgment based on the obligations of the Lender set forth in the Credit Agreement would be contrary to the public order or good morals in [COUNTRY]. (8) Under [COUNTRY] law, a Borrower under the Credit Agreement would have the right to commence a direct action against the Lender in any court having jurisdiction in [COUNTRY]. Very truly yours,

EXHIBIT K [FORM OF OPINION OF COUNSEL TO DESIGNATED BORROWER] [Date] To the Lenders and the Administrative Agent Referred to Below c/o Deutsche Bank AG, New York Branch as Administrative Agent 31 West 52nd Street New York, NY 10019 Re: $200,000,000 Credit Agreement dated as of August 28, 1998 among MBIA Inc. ("MBIA"), MBIA Insurance Corporation ("MBIA Corp."), various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto Ladies and Gentlemen: I am Counsel to [_____________], a ____________ [corporation] (the "Designated Borrower"). This opinion is being given in connection with the Credit Agreement, dated as of August 28, 1998 (the "Credit Agreement"), among MBIA, MBIA Corp., various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Credit Agreement. In this connection, I have examined the Credit Agreement, the Notes and such certificates of public officials, such certificates of officers of the Designated Borrower, and copies certified to my satisfaction of such corporate documents and records of the Designated Borrower and of such other papers as I have deemed relevant and necessary or appropriate for the opinions set forth below. I have relied upon certificates of public officials and of officers of the Designated Borrower with respect to the accuracy of factual matters contained therein which were not independently established.

EXHIBIT K [FORM OF OPINION OF COUNSEL TO DESIGNATED BORROWER] [Date] To the Lenders and the Administrative Agent Referred to Below c/o Deutsche Bank AG, New York Branch as Administrative Agent 31 West 52nd Street New York, NY 10019 Re: $200,000,000 Credit Agreement dated as of August 28, 1998 among MBIA Inc. ("MBIA"), MBIA Insurance Corporation ("MBIA Corp."), various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto Ladies and Gentlemen: I am Counsel to [_____________], a ____________ [corporation] (the "Designated Borrower"). This opinion is being given in connection with the Credit Agreement, dated as of August 28, 1998 (the "Credit Agreement"), among MBIA, MBIA Corp., various Designated Borrowers from time to time party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, Deutsche Bank AG, New York Branch, as Administrative Agent and the other Lenders signatory thereto. All capitalized terms used herein and not otherwise defined shall have the respective meanings assigned thereto in the Credit Agreement. In this connection, I have examined the Credit Agreement, the Notes and such certificates of public officials, such certificates of officers of the Designated Borrower, and copies certified to my satisfaction of such corporate documents and records of the Designated Borrower and of such other papers as I have deemed relevant and necessary or appropriate for the opinions set forth below. I have relied upon certificates of public officials and of officers of the Designated Borrower with respect to the accuracy of factual matters contained therein which were not independently established. I have also assumed (i) the due execution and delivery, pursuant to due authorization, of the Credit Agreement by the Administrative Agent and the Lenders, (ii) the authenticity of all such documents submitted to me as originals, (iii) the genuineness of all signatures, and (iv) the conformity of all such documents submitted to me as copies. Based upon the foregoing, it is my opinion that:

EXHIBIT K Page 2 (1) The Designated Borrower is a [corporation] duly organized and validly existing and in good standing under the laws of the State of [_____________], and has the corporate power required to carry on its business as now being conducted. (2) The execution, delivery and performance by the Designated Borrower of the Credit Agreement and the Notes (i) are within the corporate powers of the Designated Borrower, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not (A) contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument which to my knowledge is binding upon the Designated Borrower, or (B) violate any provision of the Designated Borrower's Certificate of Incorporation or By-laws or other constitutive document, as amended from time to time, and (v) to the best of

EXHIBIT K Page 2 (1) The Designated Borrower is a [corporation] duly organized and validly existing and in good standing under the laws of the State of [_____________], and has the corporate power required to carry on its business as now being conducted. (2) The execution, delivery and performance by the Designated Borrower of the Credit Agreement and the Notes (i) are within the corporate powers of the Designated Borrower, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not (A) contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument which to my knowledge is binding upon the Designated Borrower, or (B) violate any provision of the Designated Borrower's Certificate of Incorporation or By-laws or other constitutive document, as amended from time to time, and (v) to the best of my knowledge, do not result in the creation or imposition of any Lien on any asset of the Designated Borrower or any of its Subsidiaries. (3) The Credit Agreement and the Notes are valid and binding obligations of the Designated Borrower, enforceable in accordance with their respective 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 may be subject to limitations of public policy. (4) To the best of my knowledge, there is no action, suit or proceeding before or by any court, arbitrator or any governmental body, agency or official pending or threatened against the Designated Borrower or its Consolidated Subsidiaries wherein an adverse decision, ruling or finding would (i) materially and adversely affect the business, consolidated financial position or consolidated results of operations of the Designated Borrower and its Consolidated Subsidiaries, considered as a whole, or (ii) affect the validity or enforceability of the Credit Agreement and the Notes. (5) The Designated Borrower is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (6) Neither the Designated Borrower nor any of its Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. (7) To the best of my knowledge, no governmental consents, approvals, authorizations, registrations, declarations or filings are required for the execution and delivery of the Credit Agreement and the Notes on behalf of the Designated Borrower or the consummation of the transaction as provided in the Credit Agreement and the Notes.

EXHIBIT K Page 3 This opinion is delivered to you in connection with the transaction referenced above and may only be relied upon by you or any assignee under the Credit Agreement, and may not be circulated, quoted or otherwise referred to except in connection with the transactions referenced above without my prior written consent. Very truly yours,

EXHIBIT L

EXHIBIT K Page 3 This opinion is delivered to you in connection with the transaction referenced above and may only be relied upon by you or any assignee under the Credit Agreement, and may not be circulated, quoted or otherwise referred to except in connection with the transactions referenced above without my prior written consent. Very truly yours,

EXHIBIT L [FORM OF OPINION OF MBIA INSURANCE CORPORATION] _________, ____ [ADDRESSEE] Ladies and Gentlemen: I am Assistant General Counsel of MBIA Insurance Corporation (the "Corporation") and have acted on behalf of the Corporation in connection with the issuance of Financial Guaranty Insurance Policy No.__ (the "Policy) relating to the obligations of _____________ under the ______________. I am familiar with and have examined a copy of the Policy and such other relevant documents as I have deemed necessary. Based on the foregoing, I am of the following opinion: 1. The Corporation 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 issue the Policy under the laws of the State of New York. 2. The Policy has been duly executed and is a valid and binding obligation of the Corporation enforceable in accordance with its terms except that the enforcement of the Policy may be limited by laws relating to the bankruptcy, insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Very truly yours,

Generale Bank New York Branch September 3, 1998 MBIA Inc. MBIA Insurance Corporation 885 Third Avenue New York, NY 10022 Deutsche Bank AG, New York Branch As Administrative Agent 31 West 52nd St. New York, NY 10019 Re: Additional Commitment

Additional $17 Million Commitment

EXHIBIT L [FORM OF OPINION OF MBIA INSURANCE CORPORATION] _________, ____ [ADDRESSEE] Ladies and Gentlemen: I am Assistant General Counsel of MBIA Insurance Corporation (the "Corporation") and have acted on behalf of the Corporation in connection with the issuance of Financial Guaranty Insurance Policy No.__ (the "Policy) relating to the obligations of _____________ under the ______________. I am familiar with and have examined a copy of the Policy and such other relevant documents as I have deemed necessary. Based on the foregoing, I am of the following opinion: 1. The Corporation 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 issue the Policy under the laws of the State of New York. 2. The Policy has been duly executed and is a valid and binding obligation of the Corporation enforceable in accordance with its terms except that the enforcement of the Policy may be limited by laws relating to the bankruptcy, insolvency, reorganization, moratorium, receivership and other similar laws affecting creditors' rights generally and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Very truly yours,

Generale Bank New York Branch September 3, 1998 MBIA Inc. MBIA Insurance Corporation 885 Third Avenue New York, NY 10022 Deutsche Bank AG, New York Branch As Administrative Agent 31 West 52nd St. New York, NY 10019 Re: Additional Commitment

Additional $17 Million Commitment

Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of August 28, 1998 as amended, modified or supplemented from time to time, the "Credit Agreement"), among MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp."), various Designated Borrowers from time to time, various lending institutions party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. We hereby agree to assume a Commitment under the Credit Agreement of $17,000,000. This assumption of our

Generale Bank New York Branch September 3, 1998 MBIA Inc. MBIA Insurance Corporation 885 Third Avenue New York, NY 10022 Deutsche Bank AG, New York Branch As Administrative Agent 31 West 52nd St. New York, NY 10019 Re: Additional Commitment

Additional $17 Million Commitment

Ladies and Gentlemen: Reference is hereby made to the Credit Agreement, dated as of August 28, 1998 as amended, modified or supplemented from time to time, the "Credit Agreement"), among MBIA Inc. ("Parent"), MBIA Insurance Corporation ("Corp."), various Designated Borrowers from time to time, various lending institutions party thereto, Fleet National Bank, as Documentation Agent, The First National Bank of Chicago, as Syndication Agent, and Deutsche Bank AG, New York Branch, as Administrative Agent (the "Administrative Agent"). Unless otherwise defined herein, capitalized terms used herein, capitalized terms used herein shall have the respective meanings set forth in the Credit Agreement. We hereby agree to assume a Commitment under the Credit Agreement of $17,000,000. This assumption of our Commitment shall be effective on the date this letter is accepted by you as provided below. We (i) confirm that we have received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial statements referred to therein and such other documents and information as we have deemed appropriate to make our own credit analysis and decision to enter into this Commitment Assumption Agreement; (ii) agree that we will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as we shall deem appropriate at the time, continue to make our own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoint and authorize the Administrative Agent to take such action as agent on our behalf and to exercise such powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agree that we will perform in accordance with their terms all of the Generale Bank - New York Branch 520 Madison Avenue, New York, N.Y. 10022 - Tel.: (212) 838-3301 Telex - 408955 GBNYC

Generale Bank New York Branch obligations which by the terms of the Credit Agreement are required to be performed by us as a Lender. Upon the delivery of a fully executed original hereof to the Administrative Agent, we shall be a party to the Credit Agreement and, to the extent provided in this Commitment Assumption Agreement, have the rights and obligations of Lender thereunder and under the other Credit Documents. You may accept this letter by signing the enclosed copies in the space provided below, and returning one copy of same to us and delivering one copy of same to the Administrative Agent before the close of business on September 11, 1998. If you do not so accept this letter, our Commitment shall be deemed cancelled. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE

Generale Bank New York Branch obligations which by the terms of the Credit Agreement are required to be performed by us as a Lender. Upon the delivery of a fully executed original hereof to the Administrative Agent, we shall be a party to the Credit Agreement and, to the extent provided in this Commitment Assumption Agreement, have the rights and obligations of Lender thereunder and under the other Credit Documents. You may accept this letter by signing the enclosed copies in the space provided below, and returning one copy of same to us and delivering one copy of same to the Administrative Agent before the close of business on September 11, 1998. If you do not so accept this letter, our Commitment shall be deemed cancelled. THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND MAY BE MODIFIED ONLY IN WRITING.
Very truly yours, Generale Bank, New York Branch By: /s/ E. Matthews -------------------------------------Eddie Matthews Senior Vice President Agreed and Accepted this 10th day of September,1998. MBIA Inc. By: /s/ [ILLEGIBLE] -------------------------------------Title: Managing Director & Controller MBIA Insurance Corporation By: /s/ [ILLEGIBLE] -------------------------------------Title: Managing Director & Controller /s/ Hans Neukomm --------------------------Hans Neukomm General Manager

Generale Bank - New York Branch 520 Madison Avenue, New York, N.Y. 10022 o Tel.: (212) 838-3301 Telex o 408955 GBNYC

EXECUTION COPY

CREDIT AGREEMENT among MBIA INC., MBIA INSURANCE CORPORATION, VARIOUS DESIGNATED BORROWERS, VARIOUS LENDING INSTITUTIONS,

EXECUTION COPY

CREDIT AGREEMENT among MBIA INC., MBIA INSURANCE CORPORATION, VARIOUS DESIGNATED BORROWERS, VARIOUS LENDING INSTITUTIONS, DEUTSCHE BANK AG, NEW YORK BRANCH, AS ADMINISTRATIVE AGENT, THE FIRST NATIONAL BANK OF CHICAGO, AS SYNDICATION AGENT and FLEET NATIONAL BANK, AS DOCUMENTATION AGENT

Dated as of August 28, 1998 $400,000,000

TABLE OF CONTENTS

SECTION 1. Amount and Terms of Credit.............................................................. 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 Commitment......................................................................... Minimum Borrowing Amounts, etc..................................................... Notice of Borrowing of Revolving Loans............................................. Competitive Bid Borrowings......................................................... Disbursement of Funds.............................................................. Notes.............................................................................. Conversions........................................................................ Pro Rata Borrowings, etc........................................................... Interest .......................................................................... Interest Periods................................................................... Increased Costs, Illegality, etc................................................... Compensation....................................................................... Change of Lending Office........................................................... Replacement of Lenders............................................................. Extension of Final Maturity Date; Replacement of Non-Continuing Lender ............ Additional Commitments ............................................................ Designated Borrowers .............................................................. Retroactivity .....................................................................

SECTION 2. Fees; Commitments ...................................................................... 2.01 2.02 2.03 Fees .............................................................................. Voluntary Reduction of Commitments ................................................ Mandatory Reduction of Commitments ................................................

TABLE OF CONTENTS

SECTION 1. Amount and Terms of Credit.............................................................. 1.01 1.02 1.03 1.04 1.05 1.06 1.07 1.08 1.09 1.10 1.11 1.12 1.13 1.14 1.15 1.16 1.17 1.18 Commitment......................................................................... Minimum Borrowing Amounts, etc..................................................... Notice of Borrowing of Revolving Loans............................................. Competitive Bid Borrowings......................................................... Disbursement of Funds.............................................................. Notes.............................................................................. Conversions........................................................................ Pro Rata Borrowings, etc........................................................... Interest .......................................................................... Interest Periods................................................................... Increased Costs, Illegality, etc................................................... Compensation....................................................................... Change of Lending Office........................................................... Replacement of Lenders............................................................. Extension of Final Maturity Date; Replacement of Non-Continuing Lender ............ Additional Commitments ............................................................ Designated Borrowers .............................................................. Retroactivity .....................................................................

SECTION 2. Fees; Commitments ...................................................................... 2.01 2.02 2.03 Fees .............................................................................. Voluntary Reduction of Commitments ................................................ Mandatory Reduction of Commitments ................................................

SECTION 3. Payments ............................................................................... 3.01 3.02 3.03 3.04 Voluntary Prepayments ............................................................. Mandatory Prepayments ............................................................. Method and Place of Payment ....................................................... Net Payments ......................................................................

SECTION 4. Conditions Precedent ................................................................... 4.01 4.02 Conditions Precedent to Effective Date ............................................ Conditions Precedent to Loans .....................................................

SECTION 5. Representations, Warranties and Agreements ............................................. 5.01 5.02 Corporate Existence and Power ..................................................... Corporate and Governmental Authorization; No Contravention ........................

(i)

5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17

Binding Effect .................................................................... Financial Information ............................................................. Litigation ........................................................................ Compliance with ERISA ............................................................. Taxes ............................................................................. Subsidiaries ...................................................................... Not an Investment Company ......................................................... Public Utility Holding Company Act ................................................ Ownership of Property; Liens ...................................................... No Default ........................................................................ Full Disclosure ................................................................... Compliance with Laws .............................................................. Capital Stock ..................................................................... Margin Stock ...................................................................... Insolvency ........................................................................

SECTION 6. Affirmative Covenants ................................................................... 6.01 6.02 6.03 6.04 Information Covenants ............................................................. Books, Records and Inspections .................................................... Maintenance of Existence .......................................................... Compliance with Laws; Payment of Taxes ............................................

5.03 5.04 5.05 5.06 5.07 5.08 5.09 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17

Binding Effect .................................................................... Financial Information ............................................................. Litigation ........................................................................ Compliance with ERISA ............................................................. Taxes ............................................................................. Subsidiaries ...................................................................... Not an Investment Company ......................................................... Public Utility Holding Company Act ................................................ Ownership of Property; Liens ...................................................... No Default ........................................................................ Full Disclosure ................................................................... Compliance with Laws .............................................................. Capital Stock ..................................................................... Margin Stock ...................................................................... Insolvency ........................................................................

SECTION 6. Affirmative Covenants ................................................................... 6.01 6.02 6.03 6.04 6.05 6.06 Information Covenants ............................................................. Books, Records and Inspections .................................................... Maintenance of Existence .......................................................... Compliance with Laws; Payment of Taxes ............................................ Insurance ......................................................................... Maintenance of Property ...........................................................

SECTION 7. Negative Covenants ...................................................................... 7.01 7.02 7.03 7.04 7.05 7.06 7.07 7.08 Liens ............................................................................. Dissolution ....................................................................... Consolidations, Mergers and Sales of Assets ....................................... Use of Proceeds ................................................................... Change in Fiscal Year ............................................................. Transactions with Affiliates ...................................................... Leverage Ratio .................................................................... Minimum Net Worth .................................................................

SECTION 8. Defaults ................................................................................ 8.01 8.02 Events of Default ................................................................. Notice of Default .................................................................

SECTION 9. Definitions ............................................................................. SECTION 10. Agents, etc. ........................................................................... 10.01 10.02 10.03 Appointment ....................................................................... Nature of Duties .................................................................. Lack of Reliance on the Agents ....................................................

(ii)

10.04 10.05 10.06 10.07 10.08 10.09 10.10

Certain Rights of the Agents ...................................................... Reliance .......................................................................... Indemnification ................................................................... The Agents in Their Individual Capacities ......................................... Holders ........................................................................... Resignation by an Agent ........................................................... Documentation Agent ...............................................................

SECTION 11. Miscellaneous .......................................................................... 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 11.09 11.10 11.11 Payment of Expenses, etc .......................................................... Lender Enforceability Opinions .................................................... Notices ........................................................................... Benefit of Agreement .............................................................. No Waiver; Remedies Cumulative .................................................... Payments Pro Rata ................................................................. Calculations; Computations ........................................................ Governing Law; Submission to Jurisdiction-, Venue; Waiver of Jury Trial ........... Counterparts ...................................................................... Headings Descriptive .............................................................. Amendment or Waiver ...............................................................

10.04 10.05 10.06 10.07 10.08 10.09 10.10

Certain Rights of the Agents ...................................................... Reliance .......................................................................... Indemnification ................................................................... The Agents in Their Individual Capacities ......................................... Holders ........................................................................... Resignation by an Agent ........................................................... Documentation Agent ...............................................................

SECTION 11. Miscellaneous .......................................................................... 11.01 11.02 11.03 11.04 11.05 11.06 11.07 11.08 11.09 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17 ANNEX I ANNEX II ANNEX III EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT EXHIBIT A-1 A-2 B-1 B-2 C D E F G H I J K L -----------------Payment of Expenses, etc .......................................................... Lender Enforceability Opinions .................................................... Notices ........................................................................... Benefit of Agreement .............................................................. No Waiver; Remedies Cumulative .................................................... Payments Pro Rata ................................................................. Calculations; Computations ........................................................ Governing Law; Submission to Jurisdiction-, Venue; Waiver of Jury Trial ........... Counterparts ...................................................................... Headings Descriptive .............................................................. Amendment or Waiver ............................................................... Survival .......................................................................... Domicile of Loans ................................................................. Confidentiality ................................................................... Lender Register ................................................................... Judgment Currency ................................................................. Euro .............................................................................. Commitments Lender Addresses Subsidiaries Form Form Form Form Form Form Form Form Form Form Form Form Form Form of of of of of of of of of of of of of of Notice of Borrowing Notice of Competitive Bid Borrowing Revolving Note Competitive Bid Note Section 3.04 Certificate Opinion of General Counsel to Borrowers Officer's Certificate Financial Guaranty Insurance Policy Assignment Agreement Commitment Assumption Agreement DB Assumption Agreement Lender's Opinions Opinion of Designated Borrower's Counsel Opinion of Counsel to Corp.

(iii)

CREDIT AGREEMENT, dated as of August 28, 1998, among MBIA INC. ("Parent"), a Connecticut corporation, MBIA INSURANCE CORPORATION ("Corp."), a New York stock insurance corporation, one or more Designated Borrowers (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, THE FIRST NATIONAL BANK OF CHICAGO, as Syndication Agent and FLEET NATIONAL BANK, as Documentation Agent. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined. WITNESSETH: WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrowers the credit facilities provided for herein; NOW, THEREFORE, IT IS AGREED: SECTION 1. Amount and Terms of Credit.

CREDIT AGREEMENT, dated as of August 28, 1998, among MBIA INC. ("Parent"), a Connecticut corporation, MBIA INSURANCE CORPORATION ("Corp."), a New York stock insurance corporation, one or more Designated Borrowers (as hereinafter defined) from time to time party hereto, the lenders from time to time party hereto (each, a "Lender" and, collectively, the "Lenders"), DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent, THE FIRST NATIONAL BANK OF CHICAGO, as Syndication Agent and FLEET NATIONAL BANK, as Documentation Agent. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 9 are used herein as so defined. WITNESSETH: WHEREAS, subject to and upon the terms and conditions herein set forth, the Lenders are willing to make available to the Borrowers the credit facilities provided for herein; NOW, THEREFORE, IT IS AGREED: SECTION 1. Amount and Terms of Credit. 1.01 Commitment. (a) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees, at any time and from time to time on and after the Effective Date and prior to the Final Maturity Date, to make a loan or loans (each, a "Revolving Loan" and, collectively, the "Revolving Loans") to one or more of the Borrowers (on a several basis), which Revolving Loans (i) may be made and maintained in such Approved Currency as is requested by the applicable Borrower (except in the case of Base Rate Loans, which shall only be Dollardenominated); (ii) may be repaid and reborrowed in accordance with the provisions hereof, (iii) except as hereinafter provided, may, at the option of any Borrower, be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans, provided that all Revolving Loans made as part of the same Borrowing shall, unless otherwise specified herein, consist of Revolving Loans of the same Type; (iv) shall not, in the case of Revolving Loans denominated in Primary Alternate Currencies, exceed $200,000,000 in aggregate Principal Amount at any time outstanding for all such Revolving Loans; and (v) shall not exceed that aggregate Principal Amount which, when added to the aggregate Principal Amount of all other Revolving Loans then outstanding and the aggregate Principal Amount of all Competitive Bid Loans then outstanding, equals the Total Commitment at such time. (b) Subject to and upon the terms and conditions herein set forth, each Lender severally agrees that one or more Borrowers may (on a several basis) incur a loan or loans (each, a "Competitive Bid Loan" and, collectively, the "Competitive Bid Loans") from one or more Bidder Lenders pursuant to a Competitive Bid Borrowing at any time and from time to time on and after the Effective Date and prior to the date which is the third Business Day preceding the date which is seven days prior to the Final Maturity Date, provided that after giving effect to any Competitive Bid Borrowing and the use of the proceeds thereof, the aggregate outstanding Principal Amount of Competitive Bid Loans, when combined with the then aggregate outstanding Principal Amount of all Revolving Loans, shall not exceed the Total Commitment at such time.

1.02 Minimum Borrowing Amounts, etc. The aggregate Principal Amount of each Borrowing shall not be less than the Minimum Borrowing Amount. More than one Borrowing may be incurred on any day, provided that at no time shall there be outstanding more than six Borrowings of Eurodollar Loans. 1.03 Notice of Borrowing of Revolving Loans. (a) Whenever a Borrower desires to incur Revolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to I 1:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans in Dollars, (y) prior to 1:00 P.M. (New York time) at least four Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans constituting Alternate Currency Loans and (z) written notice (or telephonic notice promptly confirmed in writing) prior to I 1:00 A.M. (New York time) on the date of each Borrowing of Base Rate Loans. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A-1 and shall be irrevocable and shall specify (i) the identity of the applicable Borrower, (ii) in the case of Alternate Currency Loans, the Approved Currency for such Loans, (iii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing (stated

1.02 Minimum Borrowing Amounts, etc. The aggregate Principal Amount of each Borrowing shall not be less than the Minimum Borrowing Amount. More than one Borrowing may be incurred on any day, provided that at no time shall there be outstanding more than six Borrowings of Eurodollar Loans. 1.03 Notice of Borrowing of Revolving Loans. (a) Whenever a Borrower desires to incur Revolving Loans, it shall give the Administrative Agent at its Notice Office, (x) prior to I 1:00 A.M. (New York time) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans in Dollars, (y) prior to 1:00 P.M. (New York time) at least four Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of each Borrowing of Eurodollar Loans constituting Alternate Currency Loans and (z) written notice (or telephonic notice promptly confirmed in writing) prior to I 1:00 A.M. (New York time) on the date of each Borrowing of Base Rate Loans. Each such notice (each, a "Notice of Borrowing") shall be in the form of Exhibit A-1 and shall be irrevocable and shall specify (i) the identity of the applicable Borrower, (ii) in the case of Alternate Currency Loans, the Approved Currency for such Loans, (iii) the aggregate principal amount of the Revolving Loans to be made pursuant to such Borrowing (stated in the applicable Approved Currency), (iv) the date of Borrowing (which shall be a Business Day), (v) whether the respective Borrowing shall consist of Base Rate Loans or Eurodollar Loans, (vi) if Eurodollar Loans, the Interest Period to be initially applicable thereto and (vii) if DB Loans, the DB Loan Maturity Date to be applicable thereto. The Administrative Agent shall promptly give each Lender written notice (or telephonic notice promptly confirmed in writing) of each proposed Borrowing, of the portion thereof to be funded by such Lender and of the other matters covered by the Notice of Borrowing. (b) Without in any way limiting the obligation of any Borrower to confirm in writing any telephonic notice permitted to be given hereunder, the Administrative Agent may prior to receipt of written confirmation act without liability upon the basis of such telephonic notice, believed by it in good faith to be from an Authorized Officer of such Borrower. In each such case, each Borrower hereby waives the right to dispute the Administrative Agent's record of the terms of such telephonic notice absent manifest error. 1.04 Competitive Bid Borrowings. (a) Whenever any Borrower desires to incur a Competitive Bid Borrowing, it shall deliver to the Administrative Agent, prior to 11:00 AM (New York time) (x) at least four Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of a Spread Borrowing, and (y) at least one Business Day prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing which is Dollar-denominated, and at least three Business Days prior to the date of such proposed Competitive Bid Borrowing, in the case of an Absolute Rate Borrowing which is an Alternate 'Currency Loan, a written notice substantially in the form of Exhibit A-2 hereto (a "Notice of Competitive Bid Borrowing"), which notice shall specify in each case (i) the identity of the applicable Borrower, (ii) the date (which shall be a Business Day) and the aggregate amount of the proposed Competitive Bid Borrowing, (iii) the maturity date for repayment of each and every Competitive Bid Loan to be made as part of such Competitive Bid Borrowing (which maturity date may be (A) up to six months after the date of such Competitive Bid Borrowing in the case of a Spread Borrowing and (B) no fewer than seven days and no more than 180 days after the date -2-

of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Did Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominated, the date of

of such Competitive Bid Borrowing in the case of an Absolute Rate Borrowing, provided that in no event shall the maturity date of any Competitive Bid Borrowing be later than the third Business Day preceding the Final Maturity Date), (iv) the interest payment date or dates relating thereto, (v) whether the proposed Competitive Bid Borrowing is to be an Absolute Rate Borrowing or a Spread Borrowing, (vi) in the case of an Alternate Currency Loan, the Alternate Currency for such Competitive Did Borrowing, and (vii) any other terms to be applicable to such Competitive Bid Borrowing. The Administrative Agent shall promptly notify each Bidder Lender by telephone or facsimile of each such request for a Competitive Bid Borrowing received by it from a Borrower and of the contents of the related Notice of Competitive Bid Borrowing. (b) Each Bidder Lender shall, if, in its sole discretion, it elects to do so, irrevocably offer to make one or more Competitive Bid Loans to the applicable Borrower as part of such proposed Competitive Bid Borrowing at a rate or rates of interest specified by such Bidder Lender in its sole discretion and determined by such Bidder Lender independently of each other Bidder Lender, by notifying the Administrative Agent (which shall give prompt notice thereof to such Borrower by facsimile), before 9:30 A.M. (New York time) on the date (the "Reply Date") which is (x) in the case of an Absolute Rate Borrowing which is Dollar-denominated, the date of such proposed Competitive Bid Borrowing and in the case of an Absolute Rate Borrowing which is an Alternate Currency Loan, two Business Days before the date of such Competitive Bid Borrowing and (y) in the case of a Spread Borrowing, three Business Days before the date of such proposed Competitive Bid Borrowing, of the minimum amount and maximum amount of each Competitive Bid Loan which such Bidder Lender would be willing to make as part of such proposed Competitive Bid Borrowing (which amounts may, subject to the proviso contained in Section 1.01(b), exceed such Bidder Lender's Commitment), the rate or rates of interest therefor and such Bidder Lender's lending office with respect to such Competitive Bid Loan; provided that if the Administrative Agent in its capacity as a Bidder Lender shall, in its sole discretion, elect to make any such offer, it shall notify the respective Borrower of such offer before 9:15 A.M. (New York time) on the Reply Date. If any Bidder Lender shall elect not to make such an offer, such Bidder Lender shall so notify the Administrative Agent, before 9:30 A.M. (New York time) on the Reply Date, and such Bidder Lender shall not be obligated to, and shall not, make any Competitive Bid Loan as part of such Competitive Bid Borrowing; provided that the failure by any Bidder Lender to give such notice shall not cause such Bidder Lender to be obligated to make any Competitive Bid Loan as part of such proposed Competitive Bid Borrowing. (c) The applicable Borrower shall, in turn, before 10:30 A.M. (New York time) on the Reply Date, either: (i) cancel such Competitive Bid Borrowing by giving the Administrative Agent notice to such effect (it being understood and agreed that if such Borrower gives no such notice of cancellation and no notice of acceptance pursuant to clause (ii) below, then such Borrower shall be deemed to have canceled such Competitive Bid Borrowing), or (ii) accept one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (b) above by giving notice (in writing or by telephone confirmed in writing) to the Administrative Agent of the amount of each Competitive Bid Loan (which amount shall be equal to or greater than the minimum amount, and equal to -3-

or less than the maximum amount, notified to the applicable Borrower by the Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case commencing with the lowest rate so offered; provided further however, that if offers are made by two or more Bidder Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the applicable Borrower, if such Borrower elects to accept any such offers such Borrower shall accept such offers pro rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender's pro rata share would be less than the minimum amount specified by such Bidder Lender in its offer, in which case such Borrower shall have the fight to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for

or less than the maximum amount, notified to the applicable Borrower by the Administrative Agent on behalf of such Bidder Lender for such Competitive Bid Borrowing pursuant to clause (b) above) to be made by each Bidder Lender as part of such Competitive Bid Borrowing, and reject any remaining offers made by Bidder Lenders pursuant to clause (b) above by giving the Administrative Agent notice to that effect; provided that the acceptance of offers may only be made on the basis of ascending Absolute Rates (in the case of an Absolute Rate Borrowing) or Spreads (in the case of a Spread Borrowing), in each case commencing with the lowest rate so offered; provided further however, that if offers are made by two or more Bidder Lenders at the same rate and acceptance of all such equal offers would result in a greater principal amount of Competitive Bid Loans being accepted than the aggregate principal amount requested by the applicable Borrower, if such Borrower elects to accept any such offers such Borrower shall accept such offers pro rata from such Bidder Lenders (on the basis of the maximum amounts of such offers) unless any such Bidder Lender's pro rata share would be less than the minimum amount specified by such Bidder Lender in its offer, in which case such Borrower shall have the fight to accept one or more such equal offers in their entirety and reject the other equal offer or offers or to allocate acceptance among all such equal offers (but giving effect to the minimum and maximum amounts specified for each such offer pursuant to clause (b) above), as such Borrower may elect in its sole discretion. (d) If the applicable Borrower notifies the Administrative Agent that such Competitive Bid Borrowing is deemed canceled, pursuant to clause (c)(i) above, the Administrative Agent shall give prompt notice thereof to the Bidder Lenders and such Competitive Bid Borrowing shall not be made. (e) If the applicable Borrower accepts one or more of the offers made by any Bidder Lender or Bidder Lenders pursuant to clause (c) (ii) above, the Administrative Agent shall in turn promptly notify (x) each Bidder Lender that has made an offer as described in clause (b) above, of the date and aggregate amount of such Competitive Bid Borrowing and whether or not any offer or offers made by such Bidder Lender pursuant to clause (b) above have been accepted by the Borrower And (y) each Bidder Lender that is to make a Competitive Bid Loan as part of such Competitive Bid Borrowing, of the amount of each Competitive Bid Loan to be made by such Bidder Lender as part of such Competitive Bid Borrowing. 1.05 Disbursement of Funds. (a) No later than 12:00 Noon (New York time) (or 3:00 P.M. (New York time) in the case of (x) a Borrowing of Base Rate Loans for which a Notice of Borrowing was given on the date of such Borrowing and (y) a Competitive Bid Borrowing) on the date specified in each Notice of Borrowing or Notice of Competitive Bid Borrowing, each Lender will make available its pro rata. share, if any, of such Borrowing requested to be made on such date. All such amounts shall be made available to the Administrative Agent in the relevant Approved Currency or Other Alternate Currency, as the case may be, and immediately available funds at the Payment Office and the Administrative Agent promptly will make available to the applicable Borrower by depositing to the account designated by such Borrower, which account shall be at an institution in the same city as the respective Payment Office, the aggregate of the amounts so made available in the type of funds received. Unless the Administrative Agent shall have been notified by any Lender participating in a -4-

Borrowing prior to the date of such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower, and such Borrower shall pay such corresponding amount to the Administrative Agent within three Business Days of receipt of such notice unless previously paid by such Lender. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid by such Borrower, the then applicable rate of interest,

Borrowing prior to the date of such Borrowing that such Lender does not intend to make available to the Administrative Agent its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the applicable Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available same to the applicable Borrower, the Administrative Agent shall be entitled to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent shall promptly notify the applicable Borrower, and such Borrower shall pay such corresponding amount to the Administrative Agent within three Business Days of receipt of such notice unless previously paid by such Lender. The Administrative Agent shall also be entitled to recover on demand from such Lender or such Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to such Borrower to the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (x) if paid by such Lender, the overnight Federal Funds Effective Rate or (y) if paid by such Borrower, the then applicable rate of interest, calculated in accordance with Section 1.09, for the respective Loans. (b) Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its commitments hereunder or to prejudice any rights which any Borrower may have against any Lender as a result of any default by such Lender hereunder. 1.06 Notes. (a) Each Borrower's obligation to pay the principal of, and interest on, the Loans made to it by each Lender shall be evidenced (i) if Revolving Loans, by a promissory note substantially in the form of Exhibit B-I with blanks appropriately completed (each, a "Revolving Note" and, collectively, the "Revolving Notes") and (ii) if Competitive Bid Loans, by a promissory note substantially in the form of Exhibit B-2 with blanks appropriately completed (each a "Competitive Bid Note" and, collectively, the "Competitive Bid Notes"). (b) Each Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding Principal Amount of Loans evidenced thereby. Failure to make any such notation shall not affect a Borrower's obligations in respect of such Loans. 1.07 Conversions. Each Borrower shall have the option to convert on any Business Day all or a portion at least equal to the applicable Minimum Borrowing Amount of its Revolving Loans denominated in a single Approved Currency and constituting Base Rate Loans or Eurodollar Loans into a Borrowing or Borrowings of Revolving Loans denominated in such Approved Currency and constituting Eurodollar Loans or Base Rate Loans, respectively, provided that (i) Eurodollar Loans denominated in a currency other than Dollars may not be converted into Base Rate Loans, (ii) no partial conversion shall reduce the outstanding principal amount of the Eurodollar Loans made pursuant to a Borrowing to less than the Minimum -5-

Borrowing Amount applicable thereto, (iii) Base Rate Loans may not be converted into Eurodollar Loans when a Default or Event of Default is then in existence if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.07 shall be limited in number as provided in Section 1.02. Each such conversion shall be effected by the respective Borrower giving the Administrative Agent at the Notice Office, prior to 12:00 Noon (New York time), at least three Business Days' (or one Business Day in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion") specifying the Revolving Loans to be so converted, the Type of Loans (as to interest option) to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. 1.08 Pro Rata Borrowings, etc. All Revolving Loans incurred pursuant to a Borrowing shall be made by the Lenders pro rata on the basis of their respective Commitments. It is understood that no Lender shall be

Borrowing Amount applicable thereto, (iii) Base Rate Loans may not be converted into Eurodollar Loans when a Default or Event of Default is then in existence if the Administrative Agent or the Required Lenders shall have determined in its or their sole discretion not to permit such conversion and (iv) Borrowings of Eurodollar Loans resulting from this Section 1.07 shall be limited in number as provided in Section 1.02. Each such conversion shall be effected by the respective Borrower giving the Administrative Agent at the Notice Office, prior to 12:00 Noon (New York time), at least three Business Days' (or one Business Day in the case of a conversion into Base Rate Loans) prior written notice (or telephonic notice promptly confirmed in writing) (each, a "Notice of Conversion") specifying the Revolving Loans to be so converted, the Type of Loans (as to interest option) to be converted into and, if to be converted into a Borrowing of Eurodollar Loans, the Interest Period to be initially applicable thereto. The Administrative Agent shall give each Lender prompt notice of any such proposed conversion affecting any of its Loans. 1.08 Pro Rata Borrowings, etc. All Revolving Loans incurred pursuant to a Borrowing shall be made by the Lenders pro rata on the basis of their respective Commitments. It is understood that no Lender shall be responsible for any default by any other Lender in its obligation to make Revolving Loans hereunder, and that each Lender shall be obligated to make the Revolving Loans provided to be made by it hereunder, regardless of the failure of any other Lender to fulfill its commitments hereunder and regardless of whether such Lender has made any Competitive Bid Loans hereunder. 1.09 Interest. (a) The unpaid principal amount of each Base Rate Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) or conversion at a rate per annum which shall at all times be the Base Rate in effect from time to time. (b) The unpaid principal amount of each Eurodollar Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) or conversion at a rate per annum which shall at all times during each Interest Period applicable thereto be the relevant LIBOR for such Interest Period plus a margin of 0.13%. (c) The unpaid principal amount of each Competitive Bid Loan shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate or rates per annum specified by a Bidder Lender or Bidder Lenders, as the case may be, pursuant to Section 1.04(b) and accepted by the respective Borrower pursuant to Section 1.04(c). (d) All overdue principal and, to the extent permitted by law, overdue interest in respect of any Loans shall bear interest at the Base Rate in effect from time to time plus 2%, provided that principal in respect of Eurodollar Loans and Competitive Bid Loans shall bear interest from the date same becomes due (whether by acceleration or otherwise) until the end of the Interest Period applicable thereto at a rate per annum equal to 2% plus the rate of interest applicable on the due date therefor. (e) Interest shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof, and in the case of DB Loans, compounded as described below, and shall be payable (i) in respect of each Base Rate Loan (other than a DB -6-

Loan), quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Eurodollar Loan (other than a DB Loan), on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, (iii) in respect of each DB Loan, on the applicable DB Loan Maturity Date, (iv) in respect of each Competitive Bid Loan, at such times as specified in the Notice of Competitive Bid Borrowing relating thereto, and (v) in respect of each Loan, on any prepayment or conversion (other than the prepayment or conversion of any Base Rate Loan) (on the amount prepaid or converted), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Notwithstanding anything to the contrary contained in this Agreement, although interest in respect of each DB Loan shall be payable only on the DB Loan Maturity Date for such DB Loan as provided in clause (iii) of the immediately preceding sentence, interest on each DB Loan shall compound on each date on which interest thereon would have been payable pursuant to clause (i) or (ii) of such sentence if such Loan were not a DB Loan and such compounded interest

Loan), quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Eurodollar Loan (other than a DB Loan), on the last day of each Interest Period applicable thereto and, in the case of an Interest Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period, (iii) in respect of each DB Loan, on the applicable DB Loan Maturity Date, (iv) in respect of each Competitive Bid Loan, at such times as specified in the Notice of Competitive Bid Borrowing relating thereto, and (v) in respect of each Loan, on any prepayment or conversion (other than the prepayment or conversion of any Base Rate Loan) (on the amount prepaid or converted), at maturity (whether by acceleration or otherwise) and, after such maturity, on demand. Notwithstanding anything to the contrary contained in this Agreement, although interest in respect of each DB Loan shall be payable only on the DB Loan Maturity Date for such DB Loan as provided in clause (iii) of the immediately preceding sentence, interest on each DB Loan shall compound on each date on which interest thereon would have been payable pursuant to clause (i) or (ii) of such sentence if such Loan were not a DB Loan and such compounded interest shall thereafter bear interest hereunder at the same rate per annum as the principal of the DB Loan to which such compounded interest relates. (f) All computations of interest hereunder shall be made in accordance with Section 11.07(b). (g) The Administrative Agent, upon determining the interest rate for any Borrowing for any Interest Period, shall promptly notify the applicable Borrower and the Lenders thereof 1.10 Interest Periods. (a) At the time a Borrower gives a Notice of Borrowing or a Notice of Conversion in respect of the making of, or conversion into, a Borrowing of Eurodollar Loans (in the case of the initial Interest Period applicable thereto) or prior to 12:00 Noon (New York Time) on the third Business Day prior to the expiration of an Interest Period applicable to a Borrowing of Eurodollar Loans, it shall have the right to elect by giving the Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of the Interest Period applicable to such Borrowing, which Interest Period shall, at the option of such Borrower, be a one, two, three or six month period or such other period available to all Lenders. Notwithstanding anything to the contrary contained above: (i) the initial Interest Period for any Borrowing shall commence on the date of such Borrowing (including, where relevant, the date of any conversion from a Borrowing of Base Rate Loans) and each Interest Period occurring thereafter in respect of such Borrowing shall commence on the day on which the next preceding Interest Period expires; (ii) if any Interest Period begins on (x) the last Business Day of a month, it shall end on the last Business Day of the month in which it is to end and (y) a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month; -7-

(iii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) no Interest Period may be elected that would extend beyond the Final Maturity Date; (v) no Interest Period in respect of a DB Loan may be elected that would extend beyond the DB Loan Maturity Date for such DB Loan; (vi) no Interest Period may be elected at any time when a Default or an Event of Default is then in existence if the Administrative Agent or the Required Lenders shall have Determined in its or their sole discretion not to permit such election; and (vi) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period.

(iii) if any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the next succeeding Business Day, provided that if any Interest Period would otherwise expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period shall expire on the next preceding Business Day; (iv) no Interest Period may be elected that would extend beyond the Final Maturity Date; (v) no Interest Period in respect of a DB Loan may be elected that would extend beyond the DB Loan Maturity Date for such DB Loan; (vi) no Interest Period may be elected at any time when a Default or an Event of Default is then in existence if the Administrative Agent or the Required Lenders shall have Determined in its or their sole discretion not to permit such election; and (vi) all Eurodollar Loans comprising a Borrowing shall at all times have the same Interest Period. (b) If upon the expiration of any Interest Period, the applicable Borrower has failed to (or may not) elect a new Interest Period to be applicable to the Revolving Loans subject to the expiring Interest Period as provided above, such Borrower shall be deemed to have elected, in the case of Eurodollar Loans, to convert such Borrowing into a Borrowing of Base Rate Loans effective as of the expiration date of such current Interest Period, provided that if such Eurodollar Loans are denominated in a currency other than Dollars, then such Eurodollar Loans shall not convert to Base Rate Loans but shall instead be prepaid by the applicable Borrower on the last day of such Interest Period. 1.11 Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) or (iv) below, the Administrative Agent or (y) in the case of clause (ii) or (iii) below, any Lender shall have determined (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining any LIBOR for any Interest Period that, by reason of any changes arising after the date of this Agreement affecting the relevant interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the respective LIBOR; or (ii) at any time, that such Lender shall actually incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans or Competitive Bid Loans (other than any increased cost or reduction in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the Effective Date (or, in the case of any Competitive Bid Loan, since the making of such Competitive Bid Loan) in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, -8-

regulation, guideline or order) (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding amounts payable pursuant to Section 1.11(c) and those included in determining any Associated Costs Rate) and/or (y) other circumstances occurring since the Effective Date affecting the relevant interbank market; or (iii) at any time, that the making or continuance of any Eurodollar Loans or Competitive Bid Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation or guideline, or has become impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the relevant interbank market; or (iv) at any time that any Alternate Currency is not available in sufficient amounts, as determined in good faith by the Administrative Agent, to fund any Borrowing of Loans denominated in such Alternate Currency; then, and in any such event, such Lender (or the Administrative Agent in the case of clause (i) or (iv) above) shall (x) on such date and (y) within ten Business Days of the date on which such event no longer exists give notice (by

regulation, guideline or order) (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding amounts payable pursuant to Section 1.11(c) and those included in determining any Associated Costs Rate) and/or (y) other circumstances occurring since the Effective Date affecting the relevant interbank market; or (iii) at any time, that the making or continuance of any Eurodollar Loans or Competitive Bid Loans has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation or guideline, or has become impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the relevant interbank market; or (iv) at any time that any Alternate Currency is not available in sufficient amounts, as determined in good faith by the Administrative Agent, to fund any Borrowing of Loans denominated in such Alternate Currency; then, and in any such event, such Lender (or the Administrative Agent in the case of clause (i) or (iv) above) shall (x) on such date and (y) within ten Business Days of the date on which such event no longer exists give notice (by telephone confirmed in writing) to the respective Borrower and, except in the case of clause (i) or (iv) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter and for so long as the applicable circumstance continues to exist (w) in the case of clause (i) above, Eurodollar Loans priced in respect of the affected LIBOR (and Competitive Bid Loans constituting a Spread Borrowing priced by reference to such LIBOR) shall no longer be available until such time as the Administrative Agent notifies the respective Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist in accordance with clause (y) of the preceding sentence, and any Notice of Borrowing, Notice of Competitive Bid Borrowing or Notice of Conversion given by a Borrower with respect to such Loans which have not yet been incurred shall be deemed rescinded by the relevant Borrower, (x) in the case of clause (ii) above, the applicable Borrower shall pay to such Lender, upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (a written notice as to the additional amounts owed to such Lender, showing the basis for the calculation thereof in reasonable detail, submitted to the applicable Borrower by such Lender shall, absent manifest error, be final and conclusive and binding upon all parties hereto), (y) in the case of clause (iii) above, the applicable Borrower shall take one of the actions specified in Section 1.11(b) as promptly as possible and, in any event, within the time period required by law and (z) in the case of clause (iv) above, Loans in the affected Alternate Currency shall no longer be available until such time as the Administrative Agent notifies the respective Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist in accordance with clause (y) of the preceding sentence, and any Notice of Borrowing, Notice of Competitive Bid Borrowing or Notice of Conversion given by a Borrower with respect to such Alternate Currency Loans which have not yet been incurred shall be deemed rescinded by such Borrower. -9-

(b) At any time when any Eurodollar Loan or Competitive Bid Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the applicable Borrower may (and in the case of a Eurodollar Loan or Competitive Bid Loan affected pursuant to Section 1.11(a)(iii), the applicable Borrower shall) either (i) if the affected Eurodollar Loan or Competitive Bid Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the respective Borrower was notified by a Lender pursuant to Section 1.11(a)(ii) or (iii), or (ii) if the affected Eurodollar Loan or Competitive Bid Loan is then outstanding, upon at least three Business Days' notice to the Administrative Agent, (A) in the case of a Eurodollar Loan denominated in Dollars, require the affected Lender to convert each such Eurodollar Loan into a Base Rate Loan, and (B) in the case of a Eurodollar Loan denominated in a Primary Alternate Currency and in the case of a Competitive Bid Loan, repay all such Eurodollar Loans or Competitive Bid Loans in full, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.11(b). (c) If any Lender shall have determined that after the Effective Date, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the

(b) At any time when any Eurodollar Loan or Competitive Bid Loan is affected by the circumstances described in Section 1.11(a)(ii) or (iii), the applicable Borrower may (and in the case of a Eurodollar Loan or Competitive Bid Loan affected pursuant to Section 1.11(a)(iii), the applicable Borrower shall) either (i) if the affected Eurodollar Loan or Competitive Bid Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the respective Borrower was notified by a Lender pursuant to Section 1.11(a)(ii) or (iii), or (ii) if the affected Eurodollar Loan or Competitive Bid Loan is then outstanding, upon at least three Business Days' notice to the Administrative Agent, (A) in the case of a Eurodollar Loan denominated in Dollars, require the affected Lender to convert each such Eurodollar Loan into a Base Rate Loan, and (B) in the case of a Eurodollar Loan denominated in a Primary Alternate Currency and in the case of a Competitive Bid Loan, repay all such Eurodollar Loans or Competitive Bid Loans in full, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 1.11(b). (c) If any Lender shall have determined that after the Effective Date, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or such corporation's capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or such other corporation's policies with respect to capital adequacy), then from time to time, within 15 days after written demand by such Lender (with a copy to the Administrative Agent), the Borrowers jointly and severally agree to pay to such Lender such additional amount or amounts as will compensate such Lender or such other corporation for such reduction. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods that are reasonable. Each Lender, upon so determining that any additional amounts will be payable pursuant to this Section 1.11(c), will give prompt written notice thereof to the Borrowers, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish any Borrower's obligations to pay additional amounts pursuant to this Section 1.11(c) upon the subsequent receipt of such notice. 1.12 Compensation. Each Borrower shall compensate each Lender, upon its written request (which request shall set forth the basis for requesting such compensation), for all reasonable losses, expenses and liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund any Eurodollar Loans or Competitive Bid Loans made, or to be made, by it to such Borrower but excluding in any event the loss of anticipated profits) which such Lender may actually sustain: (i) if for any reason (other than a default by such Lender or the Administrative Agent) a Borrowing of Eurodollar Loans or Competitive Bid Loans does not occur on a date specified therefor in a Notice of Borrowing, a Notice of Competitive Bid -10-

Borrowing or a Notice of Conversion, given by such Borrower (whether or not withdrawn by such Borrower or deemed withdrawn pursuant to Section 1.11(a)); (ii) if any prepayment, repayment or conversion of any such Eurodollar Loans or Competitive Bid Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any such Eurodollar Loans or Competitive Bid Loans is not made on any date specified in a notice of prepayment given by such Borrower; (iv) if such Lender is required pursuant to Section 1.14 to assign any such Eurodollar Loans or Competitive Bid Loans as of a date which is not the last day of an Interest Period applicable thereto; or (v) as a consequence of (x) any other default by such Borrower to repay its Eurodollar Loans or Competitive Bid Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 1.11(b). 1.13 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), 1.11(c) or 3.04 with respect to such Lender, it will, if requested by the applicable Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate

Borrowing or a Notice of Conversion, given by such Borrower (whether or not withdrawn by such Borrower or deemed withdrawn pursuant to Section 1.11(a)); (ii) if any prepayment, repayment or conversion of any such Eurodollar Loans or Competitive Bid Loans occurs on a date which is not the last day of an Interest Period applicable thereto; (iii) if any prepayment of any such Eurodollar Loans or Competitive Bid Loans is not made on any date specified in a notice of prepayment given by such Borrower; (iv) if such Lender is required pursuant to Section 1.14 to assign any such Eurodollar Loans or Competitive Bid Loans as of a date which is not the last day of an Interest Period applicable thereto; or (v) as a consequence of (x) any other default by such Borrower to repay its Eurodollar Loans or Competitive Bid Loans when required by the terms of this Agreement or (y) an election made pursuant to Section 1.11(b). 1.13 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 1.11(a)(ii) or (iii), 1.11(c) or 3.04 with respect to such Lender, it will, if requested by the applicable Borrower, use reasonable efforts (subject to overall policy considerations of such Lender) to designate another lending office for any Loans or Commitments affected by such event, provided that such designation is made on such terms that such Lender and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding or materially mitigating the consequence of the event giving rise to the operation of any such Section. Nothing in this Section 1.13 shall affect or postpone any of the obligations of any Borrower or the right of any Lender provided in Section 1.11 or 3.04. 1.14 Replacement of Lenders. (a) Upon the occurrence of any event giving rise to the operation of Section 1.11 (a)(ii) or (iii), Section 1.11(c) or Section 3.04 with respect to any Lender which results in such Lender charging to any Borrower increased costs in excess of those being generally charged by the other Lenders, (b) if a Lender becomes a Defaulting Lender, (c) if a Lender becomes a Non-Continuing Lender, (d) if a Lender fails to maintain a long-term debt rating of at least BBB-as determined by Standard & Poor's Corporation and at least Baa3 as determined by Moody's Investors Service, Inc., (e) if a Lender fails to deliver the opinion or opinions as required pursuant to Section 11.02 and/or (f) in the case of a refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to this Agreement which has been approved by the Required Lenders, Parent and Corp. shall have the right, if no Default or Event of Default then exists, to replace such Lender (the "Replaced Lender"), upon prior written notice to the Administrative Agent and such Replaced Lender, with one or more Person or Persons, none of whom shall constitute a Defaulting Lender at the time of such replacement (collectively, the "Replacement Lender") reasonably acceptable to the Administrative Agent, provided that (i) at the time of any replacement pursuant to this Section 1.14, the Replacement Lender and the Replaced Lender shall enter into one or more Assignment Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04 (b) to be paid by the Replacement Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum of (A) an amount equal to the principal amount of, and all accrued but unpaid interest on, all outstanding Loans of the Replaced Lender and (B) an amount equal to all accrued, but theretofore unpaid, Fees owing to the Replaced Lender pursuant to Section 2.01, and (ii) all obligations of the Borrowers under the Credit Documents owing to the Replaced Lender (other than those specifically described in clause (i) above in respect of which the assignment purchase price has -11-

been, or is concurrently being, paid), including without limitation all amounts owing to the Replaced Lender under Section 1.12 as a result of the assignment of its Loans under clause (i) above, shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the relevant Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement, which shall survive as to such Replaced Lender. 1.15 Extension of Final Maturity Date, Replacement of Non-Continuing Lender. Parent and Corp. may, prior to (but not less than 60 days nor more than 120 days prior to) each anniversary of the Effective Date (each such

been, or is concurrently being, paid), including without limitation all amounts owing to the Replaced Lender under Section 1.12 as a result of the assignment of its Loans under clause (i) above, shall be paid in full to such Replaced Lender concurrently with such replacement. Upon the execution of the respective Assignment Agreements, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the Replacement Lender, delivery to the Replacement Lender of the appropriate Note or Notes executed by the relevant Borrowers, the Replacement Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect to indemnification provisions applicable to the Replaced Lender under this Agreement, which shall survive as to such Replaced Lender. 1.15 Extension of Final Maturity Date, Replacement of Non-Continuing Lender. Parent and Corp. may, prior to (but not less than 60 days nor more than 120 days prior to) each anniversary of the Effective Date (each such anniversary, an "Extension Deadline"), by written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each Lender), request that the Final Maturity Date then in effect be extended by a period of one year. Such request shall be accompanied by a certificate of an Authorized Officer of Parent stating that no Default or Event of Default has occurred and is continuing. Each Lender shall respond to such request, as promptly as practicable, by written notice to Parent, Corp. and the Administrative Agent, with the failure of any Lender to respond prior to the Extension Deadline being deemed to be a negative response. In the event each Lender shall consent to such request of Parent and Corp., on such Extension Deadline, the Final Maturity Date shall be automatically extended to the date occurring one year following the Final Maturity Date then in effect. If any Lender shall fail to consent to such extension (any such Lender, a "Non-Continuing Lender"), Parent and Corp. shall be entitled at any time prior to the Extension Deadline with respect to such request to replace such Lender in accordance with the requirements of Section 1.14, and in the event that the Replacement Lender with respect to each such Non-Continuing Lender shall consent to such extension prior to such Extension Deadline, such extension shall be effective as described in the immediately preceding sentence as if each Lender had originally consented to such request. No Lender shall be obligated to grant any extensions pursuant to this Section 1.15 and any such extension shall be in the sole discretion of each such Lender. The Administrative Agent shall notify Parent, Corp. and each Lender as to the effectiveness of any such extension. 1.16 Additional Commitments. At any time and from time to time on and after the Effective Date and prior to the Final Maturity Date, Parent and Corp. may request one or more Lenders or other lending institutions to increase its Commitment (in the case of an existing Lender) or assume a Commitment (in the case of any other lending institution) and, in the sole discretion of each such Lender or other institution, any such Lender or other institution may agree to so commit; provided that (i) no Default or Event of Default then exists, (ii) the increase in the Total Commitment pursuant to any such request shall be in an aggregate amount of at least $16,000,000 and (iii) the aggregate increase in the Total Commitment pursuant to this Section 1.16 shall not exceed $175,000,000. Parent, Corp. and each such Lender or other lending institution (each, an "Assuming Lender") which agrees to increase its existing, or assume, a Commitment shall execute and deliver to the Administrative Agent a Commitment Assumption Agreement substantially in the form of Exhibit H (with the increase in, or in the case of a new Assuming Lender, assumption of, such Lender's Commitment to be effective on the Business Day following delivery of such Commitment Assumption Agreement to the Administrative Agent). -12-

The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans Pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the respective Borrowers.

The Administrative Agent shall promptly notify each Lender as to the occurrence of each Commitment Assumption Date. On each Commitment Assumption Date, (x) Annex I shall be deemed modified to reflect the revised Commitments of the Lenders, (y) Parent and Corp. shall pay to each such Assuming Lender such up front fee (if any) as may have been agreed between Parent, Corp. and such Assuming Lender and (z) the Borrowers will issue new Notes to the Assuming Lenders in conformity with the requirements of Section 1.06. Notwithstanding anything to the contrary contained in this Agreement, in connection with any increase in the Total Commitment pursuant to this Section 1.16, each Borrower shall, in coordination with the Administrative Agent and the Lenders, repay outstanding Revolving Loans of certain Lenders and, if necessary, incur additional Revolving Loans from other Lenders, in each case so that such Lenders participate in each Borrowing of such Revolving Loans Pro rata on the basis of their Commitments (after giving effect to any increase thereof). It is hereby agreed that any breakage costs of the type described in Section 1.12 incurred by the Lenders in connection with the repayment of Revolving Loans contemplated by this Section 1.16 shall be for the account of the respective Borrowers. 1.17 Designated Borrowers. Parent or Corp. may from time to time designate one or more Persons as a Designated Borrower (each, a "Designated Borrower" and, collectively, the "Designated Borrowers"), subject to the following terms and conditions: (a) each such Person shall be a special purpose entity organized under the laws of the United States of America, a state thereof or the District of Columbia; (b) each such Person shall enter into an appropriately completed DB Assumption Agreement in the form of Exhibit I hereto on or prior to the date of designation; (c) each such Person shall furnish to each Lender its most recent historic or pro forma financial statements (which financial statements may be summary in nature and unaudited) on or prior to the date of designation; (d) at the time of such designation, such Person shall not be subject to any bankruptcy or insolvency proceeding of the type referred to in Section 8.01(h) or (i) and shall not be subject to any material litigation; (d) on or prior to the date of designation, such Person shall execute and deliver to each Lender a Revolving Note and a Competitive Bid Note to evidence the DB Loans incurred by such Person; (e) on or prior to the date of designation, the Administrative Agent shall have received from such Person a certificate, signed by an Authorized Officer of such Person in the form of Exhibit E with appropriate insertions or deletions, together with (x) copies of its certificate of incorporation, by-laws or other organizational documents and (y) the resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent; and -13-

(f) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of designation, from counsel to such Person which opinion shall be substantially in the form of Exhibit K hereto. 1.18 Retroactivity. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 1.11 or 3.04 is given by any Lender more than 90 days after such Lender obtained knowledge of the occurrence of the event giving rise to the additional costs of the type described in such Section, such Lender shall not be entitled to compensation under Section 1.11 or 3.04 for any amounts incurred or accruing prior to the 90th day preceding the giving of such notice to the respective Borrower. SECTION 2. Fees; Commitments. 2.01 Fees. (a) Parent and Corp. jointly and severally agree to pay to the Administrative Agent a facility fee (the "Facility Fee") for the account of the Lenders pro rata on the basis of their respective Commitments for the period from and including the Effective Date to but excluding the date the Total Commitment has been terminated

(f) on or prior to the date of designation, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of designation, from counsel to such Person which opinion shall be substantially in the form of Exhibit K hereto. 1.18 Retroactivity. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 1.11 or 3.04 is given by any Lender more than 90 days after such Lender obtained knowledge of the occurrence of the event giving rise to the additional costs of the type described in such Section, such Lender shall not be entitled to compensation under Section 1.11 or 3.04 for any amounts incurred or accruing prior to the 90th day preceding the giving of such notice to the respective Borrower. SECTION 2. Fees; Commitments. 2.01 Fees. (a) Parent and Corp. jointly and severally agree to pay to the Administrative Agent a facility fee (the "Facility Fee") for the account of the Lenders pro rata on the basis of their respective Commitments for the period from and including the Effective Date to but excluding the date the Total Commitment has been terminated computed at a rate per annum equal to 0.12% of the Total Commitment as in effect from time to time. Accrued Facility Fees shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, on the Final Maturity Date or upon such earlier date as the Total Commitment shall be terminated and, with respect to any Facility Fee owing to any Lender whose Commitment is terminated pursuant to Section 1.14, on the date on which such Lender's Commitment is terminated. (b) Parent and Corp. jointly and severally agree to pay to the Administrative Agent, for the account of the Administrative Agent, when and as due, such fees as have been, or are from time to time, separately agreed upon. (c) All computations of Fees shall be made in accordance with Section 11.07(b). 2.02 Voluntary Reduction of Commitments. Upon at least three Business Days' prior written notice (or telephonic notice confirmed in writing) to the Administrative Agent at the Notice Office (which notice shall be deemed to be given on a certain day only if given before 12:00 Noon (New York time) on such day and shall be promptly transmitted by the Administrative Agent to each of the Lenders), Parent and/or Corp. shall have the right, without premium or penalty, to terminate or partially reduce the Total Unutilized Commitment, provided that (x) any such termination shall apply to proportionately and permanently reduce the Commitment of each Lender and (y) any partial reduction pursuant to this Section 2.02 shall be in the amount of at least $10,000,000. 2.03 Mandatory Reduction of Commitments. (a) The Total Commitment shall terminate in its entirety on September 30, 1998 unless the Effective Date has occurred on or before such date. -14-

(b) The Total Commitment shall terminate in its entirety on the Final Maturity Date. SECTION 3. Payments. 3.01 Voluntary Prepayments. Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part, without premium or penalty, from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, the amount of such prepayment, the currency in which such Revolving Loans are denominated and the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000 (or the Dollar Equivalent thereof), provided that no partial prepayment of Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in

(b) The Total Commitment shall terminate in its entirety on the Final Maturity Date. SECTION 3. Payments. 3.01 Voluntary Prepayments. Each Borrower shall have the right to prepay Revolving Loans made to it in whole or in part, without premium or penalty, from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent at the Payment Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, the amount of such prepayment, the currency in which such Revolving Loans are denominated and the specific Borrowing(s) pursuant to which such Revolving Loans were made, which notice shall be given by such Borrower at least three Business Days prior to the date of such prepayment and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000 (or the Dollar Equivalent thereof), provided that no partial prepayment of Revolving Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of the Revolving Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 3.01 may only be made on the last day of an Interest Period applicable thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 1. 12 as a result of such prepayment are made. No Borrower shall have the right under this Section 3.01 to prepay any principal amount of any Competitive Bid Loans. 3.02 Mandatory Prepayments. (a) If on any date the sum of the aggregate outstanding Principal Amount of Revolving Loans and Competitive Bid Loans (all the foregoing, collectively, the "Aggregate Loan Outstandings") exceeds the Total Commitment as then in effect, the Borrowers, jointly and severally, shall repay no later than the next following Business Day the principal amount of Revolving Loans (but excluding DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in an aggregate Principal Amount equal to such excess. If, after giving effect to the prepayment of all outstanding Revolving Loans as set forth above, the remaining Aggregate Loan Outstandings exceed the Total Commitment, the Borrowers, jointly and severally, shall repay on such date the principal of Competitive Bid Loans in an aggregate amount equal to such excess. (b) If on any date on which Dollar Equivalents are determined, pursuant to Section 11.07(c), the sum of the aggregate outstanding Principal Amount of Revolving Loans constituting Alternate Currency Loans exceeds $200,000,000, the Borrowers, jointly and severally, shall repay no later than the next following Business Day the principal amount of Revolving Loans (but excluding DB Loans to the extent the respective DB Loan Maturity Date has not occurred) in an aggregate Principal Amount equal to such excess. (c) On the maturity date specified pursuant to Section 1.04(a) with respect to each Competitive Bid Loan, the applicable Borrower shall repay such Competitive Bid Loan to the applicable Bidder Lender or Bidder Lenders. -15-

(d) On each DB Loan Maturity Date, the respective Designated Borrower shall repay the respective DB Loans in full. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date. (f) With respect to each prepayment of Revolving Loans required by Section 3.02(a) or (b), the applicable Borrower may designate the Types of Revolving Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made, provided that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, then all Revolving Loans outstanding pursuant to such Borrowing shall be immediately converted into Base Rate Loans and (ii) each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied Pro rata among such Revolving Loans. In the absence of a designation by a Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs

(d) On each DB Loan Maturity Date, the respective Designated Borrower shall repay the respective DB Loans in full. (e) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all outstanding Revolving Loans and Competitive Bid Loans shall be repaid in full on the Final Maturity Date. (f) With respect to each prepayment of Revolving Loans required by Section 3.02(a) or (b), the applicable Borrower may designate the Types of Revolving Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made, provided that (i) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for such Borrowing, then all Revolving Loans outstanding pursuant to such Borrowing shall be immediately converted into Base Rate Loans and (ii) each prepayment of any Revolving Loans made pursuant to a Borrowing shall be applied Pro rata among such Revolving Loans. In the absence of a designation by a Borrower as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its sole discretion with a view, but no obligation, to minimize breakage costs owing under Section 1.12. 3.03 Method and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement shall be made to the Administrative Agent for the ratable (based on its pro rata share) account of the Lenders entitled thereto, not later than 12:00 Noon (New York Time) on the date when due and shall be made in immediately available funds at the Payment Office in: (x) Dollars, if such payment is made in respect of any obligation of the Borrowers under this Agreement except as otherwise provided in the immediately succeeding clause (y); and (y) the appropriate Alternate Currency, if such payment is made in respect of principal of or interest on Alternate Currency Loans, it being understood that written notice by a Borrower to the Administrative Agent to make a payment from the funds in such Borrower's account at the Payment Office shall constitute the making of such payment to the extent of such funds held in such account. Any payments under this Agreement which are made later than 12:00 Noon (New York Time) shall be deemed to have been made on the next succeeding Business Day. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest shall be payable during such extension at the applicable rate in effect immediately prior to such extension. The Administrative Agent will promptly make available to each Lender its pro rata share (if any) of each payment so received by the Administrative Agent in the funds and currency so received. 3.04 Net Payments. (a) All payments made by each Borrower hereunder or under any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 3.04(b), all such payments will be made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any jurisdiction (or by any political subdivision or taxing authority thereof or therein) with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax levy, impost, duty, fee, assessment or other governmental charge imposed on or measured by the net income or net profits of a Lender -16-

(including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the relevant Borrower shall pay the full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the relevant Borrower agrees to reimburse each Lender lending to such Borrower, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender (including, without limitation,

(including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes) pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located (or any subdivision or taxing authority thereof or therein)) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other governmental charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the relevant Borrower shall pay the full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the relevant Lender such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the relevant Borrower agrees to reimburse each Lender lending to such Borrower, upon the written request of such Lender, for taxes imposed on or measured by the net income or net profits of such Lender (including, without limitation, any franchise tax imposed on or measured by net income or net profits and any branch profits taxes imposed by the United States of America or similar taxes imposed by any political subdivision thereof) pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located (or of any subdivision or taxing authority therein or thereof) and for any withholding of taxes as such Lender shall determine are payable by, or withheld from, such Lender in respect of such amounts so paid to or on behalf of such Lender pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence, Each Borrower will furnish to the Administrative Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, if any, issued by such taxing authority or other evidence reasonably acceptable to the Administrative Agent evidencing such payment by such Borrower (or, if such Borrower has not received such certified copies of tax receipts within such time period, then such Borrower shall furnish such certified copies of tax receipts to the Administrative Agent within 15 days after such Borrower has received such certified copies of tax receipts). Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. Such indemnification shall be made within 30 days after the date upon which such Lender makes written demand therefor, which demand shall identify the nature and the amount of Taxes for which indemnification is sought and shall include a copy of any written assessment thereof (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes agrees to deliver to the Borrowers and the Administrative Agent on or prior to the Effective Date, or in the case of a Lender that assumes an interest or is an assignee or transferee of an interest under this Agreement pursuant to Section 1.14, 1.16 or 11.04 (unless the respective Lender was already a Lender hereunder immediately prior to such assumption, assignment or transfer), on the date of such assumption, assignment or transfer to such Lender, (i) two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying to such Lender's entitlement to a complete exemption from United States withholding tax with respect to -17-

payments to be made by the Borrowers under this Agreement and under any Note or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 3.04 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax With respect to payments of interest to be made by the Borrowers under this Agreement and under any Note. In addition, each such Lender agrees that, from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W8 and a Section 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments made by the Borrowers under this Agreement and any Note, or, if legally unable to deliver such forms, it shall immediately notify the Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate in which case such Lender shall not be required to deliver any

payments to be made by the Borrowers under this Agreement and under any Note or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service Form 1001 or 4224 pursuant to clause (i) above, (x) a certificate substantially in the form of Exhibit C (any such certificate, a "Section 3.04 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying to such Lender's entitlement to a complete exemption from United States withholding tax With respect to payments of interest to be made by the Borrowers under this Agreement and under any Note. In addition, each such Lender agrees that, from time to time after the Effective Date, when a lapse in time or change in circumstances renders the previous certification obsolete or inaccurate in any material respect, it will deliver to the Borrowers and the Administrative Agent two new accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001, or Form W8 and a Section 3.04 Certificate, as the case may be, and such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments made by the Borrowers under this Agreement and any Note, or, if legally unable to deliver such forms, it shall immediately notify the Borrowers and the Administrative Agent of its inability to deliver any such Form or Certificate in which case such Lender shall not be required to deliver any such Form or Certificate pursuant to this Section 3.04(b). Notwithstanding anything to the contrary contained in Section 3.04(a), but subject to Section 11.04(b) and the immediately succeeding sentence, (x) each Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold income or similar taxes imposed by the United States (or any political subdivision or taxing authority hereof or therein) from interest, fees or other amounts payable hereunder by such Borrower for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for Federal income tax purposes to the extent that such Lender has not provided to the Borrowers Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrowers shall not be obligated pursuant to Section 3.04(a) hereof to gross-up payments to be made to any such Lender in respect of income or similar taxes imposed by the United States if (I) such Lender has not provided to the Borrowers the Internal Revenue Service Forms required to be provided to the Borrowers pursuant to this Section 3.04(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) of the first sentence of this Section 3.04(b) above, to the extent that such Forms do not establish a complete exemption from withholding of such taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 3.04 and except as set forth in Section 11.04(b), the Borrowers agree to pay additional amounts and to indemnify each Lender in the manner set forth in Section 3.04(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any Taxes deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Effective Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of such Taxes. (c) If a Borrower pays any additional amount under this Section 3.04 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund or any reduction of, or credit against, its Tax liabilities in or with respect to the taxable year in which the additional amount is paid, such Lender shall pay to the -18-

Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by a Borrower pursuant to any applicable treaty, law or regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender.

Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such year as a consequence of such refund, reduction or credit. Such amount shall be paid as soon as practicable after receipt or realization by such Lender of such refund, reduction or credit. Nothing in this Section 3.04(c) shall require any Lender to disclose or detail the basis of its calculation of the amount of any refund or reduction of, or credit against, its tax liabilities or any other information to any Borrower or any other Person. (d) Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions and subject to overall policy considerations of such Lender) to file any certificate or document or to furnish any information as reasonably requested by a Borrower pursuant to any applicable treaty, law or regulation, if the making of such filing or the furnishing of such information would avoid the need for or reduce the amount of any amounts payable by a Borrower under Section 3.04(a) and would not, in the reasonable judgment of such Lender, be disadvantageous to such Lender. SECTION 4. Conditions Precedent. 4.01 Conditions Precedent to Effective Date. This Agreement shall become effective on the date (the "Effective Date") on which each of the following conditions shall be satisfied: (a) Execution of Agreement, Notes. (i) Each of Parent, Corp., each Agent and each of the Lenders shall have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent at its Notice Office or, in the case of the Lenders and the Agents, shall have given to the Administrative Agent telephonic (confirmed in writing), written or facsimile transmission notice (actually received) at such office that the same has been signed and mailed to it; and (ii) there shall have been delivered to the Administrative Agent for the account of each Lender the appropriate Notes executed by Parent and Corp., as applicable, in each case in the amount, maturity and as otherwise provided herein. (b) Opinion of Counsel. The Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the Effective Date, from Louis G. Lenzi, General Counsel of Parent and Corp., which opinion shall be substantially in the form of Exhibit D hereto. (c) Corporate Proceedings. (i) The Administrative Agent shall have received from each of Parent and Corp. a certificate, dated the Effective Date, signed by an Authorized Officer thereof in the form of Exhibit E with appropriate insertions and deletions, together with (x) copies of its certificate of incorporation, by-laws or other organizational documents and (y) the resolutions relating to the Credit Documents which shall be satisfactory to the Administrative Agent. (ii) All corporate and legal proceedings and all instruments and agreements in connection with the transactions contemplated by this Agreement and the other Credit Documents shall be satisfactory in form and substance to the Administrative Agent, and the Administrative -19-

Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals, if any, which the Administrative Agent may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities. (d) Existing Credit Agreements. All Indebtedness and other obligations under the Existing Credit Agreements shall have been paid in full and all commitments thereunder shall have been terminated. (e) Fees. The Borrowers shall have paid to the Administrative Agent and the Lenders all fees and expenses (including, without limitation, legal fees and expenses) agreed upon by such parties to be paid on or prior to such date. The occurrence of the Effective Date shall constitute a representation and warranty by each Borrower to the Agents and each of the Lenders that all the conditions specified in Section 4.01 exist as of that time. All the

Agent shall have received all information and copies of all certificates, documents and papers, including good standing certificates and any other records of corporate proceedings and governmental approvals, if any, which the Administrative Agent may have requested in connection therewith, such documents and papers, where appropriate, to be certified by proper corporate or governmental authorities. (d) Existing Credit Agreements. All Indebtedness and other obligations under the Existing Credit Agreements shall have been paid in full and all commitments thereunder shall have been terminated. (e) Fees. The Borrowers shall have paid to the Administrative Agent and the Lenders all fees and expenses (including, without limitation, legal fees and expenses) agreed upon by such parties to be paid on or prior to such date. The occurrence of the Effective Date shall constitute a representation and warranty by each Borrower to the Agents and each of the Lenders that all the conditions specified in Section 4.01 exist as of that time. All the Notes, certificates, legal opinions and other documents and papers referred to in this Section 4,01, unless otherwise specified, shall be delivered to the Administrative Agent at the Administrative Agent's Notice Office for the account of each of the Lenders and, except for the Notes, in sufficient counterparts for each of the Lenders and shall be satisfactory in form and substance to the Lenders. The Administrative Agent shall give Parent, Corp. and each Lender written notice that the Effective Date has occurred. 4.02 Conditions Precedent to Loans. The obligation of each Lender to make any Loans is subject, at the time of each such Loan, to the satisfaction of the following conditions: (a) Effective Date. The Effective Date shall have occurred. (b) Notice of Borrowing. The Administrative Agent shall have received a Notice of Borrowing meeting the requirements of Section 1.03(a) with respect to each incurrence of Revolving Loans and a Notice of Competitive Bid Borrowing meeting the requirements of Section 1.04(a) with respect to each incurrence of Competitive Bid Loans. (c) No Default, Representations and Warranties. At the time of the incurrence of each Loan and also after giving effect thereto, (i) there shall exist no Default or Event of Default and (ii) all representations and warranties made by any Borrower contained herein or in the other Credit Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Loan. (d) Financial Guaranty Insurance Policy. In the case of each DB Loan, Corp. shall have issued a financial guaranty insurance policy in the form of Exhibit F attached hereto (as appropriately completed, a "Financial Guaranty Insurance Policy"), in support of the principal of and interest on such DB Loan, and such Financial Guaranty Insurance Policy shall be in full force and effect. In addition, in the case of a DB Loan which is an Alternate Currency Loan, Corp. shall be permitted to Guarantee such DB Loan under the respective Alternate Currency under applicable law. -20-

(e) Opinion of Counsel. In the case of each DB Loan, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of the incurrence of such DB Loan, from counsel to Corp., which opinion shall be substantially in the form of Exhibit L hereto. The acceptance of the benefits of each Loan shall constitute a representation and warranty by the respective Borrower to the Agents and each of the Lenders that all of the applicable conditions specified in Section 4.02 exist as of that time. SECTION 5. Representations, Warranties and Agreements. In order to induce the Lenders to enter into this Agreement and to make the Loans provided for herein, each of Parent and Corp. makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans:

(e) Opinion of Counsel. In the case of each DB Loan, the Administrative Agent shall have received an opinion, addressed to each Agent and each of the Lenders and dated the date of the incurrence of such DB Loan, from counsel to Corp., which opinion shall be substantially in the form of Exhibit L hereto. The acceptance of the benefits of each Loan shall constitute a representation and warranty by the respective Borrower to the Agents and each of the Lenders that all of the applicable conditions specified in Section 4.02 exist as of that time. SECTION 5. Representations, Warranties and Agreements. In order to induce the Lenders to enter into this Agreement and to make the Loans provided for herein, each of Parent and Corp. makes the following representations and warranties to, and agreements with, the Lenders, all of which shall survive the execution and delivery of this Agreement and the making of the Loans: 5.01 Corporate Existence and Power. Parent and Corp. are corporations duly organized, validly existing and in good standing under the laws of the jurisdiction of their incorporation, are duly qualified to transact business in every jurisdiction where, by the nature of their businesses, such qualification is necessary, and have all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on their businesses as now conducted. 5.02 Corporate and Governmental Authorization, No Contravention. The execution, delivery and performance by the Borrowers of this Agreement and the other Credit Documents (i) are within each of the Borrower's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) require no action by or in respect of, or filing with, any governmental body, agency or official, (iv) do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of each of the Borrowers or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrowers or any of their Subsidiaries, and (v) do not result in the creation or imposition of any Lien on any asset of the Borrowers or any of their Subsidiaries. 5.03 Binding Effect. This Agreement constitutes a valid and binding agreement of each of the Borrowers enforceable in accordance with its terms, and the other Credit Documents, when executed and delivered in accordance with this Agreement, will constitute valid and binding obligations of each of the Borrowers enforceable in accordance with their respective terms, provided that the enforceability hereof and thereof is subject in each case to general principles of equity and to bankruptcy, insolvency and similar laws affecting the enforcement of creditors' rights generally. 5.04 Financial Information. (a) The consolidated balance sheet of Parent and its Consolidated Subsidiaries as of December 31, 1997 and the related consolidated statements of income, shareholders' equity and cash flows for the Fiscal Year then ended, reported on by Coopers & Lybrand, copies of which have been delivered to each of the Lenders, and the unaudited consolidated financial statements of Parent and Corp. for the interim period ended June 30, 1998, copies of which have been delivered to each of the Lenders, fairly present, in -21-

conformity with GAAP or Statutory Accounting Principles, as applicable consistently applied, the consolidated financial position of Parent and its Consolidated Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated. (b) Since December 31, 1997, there has been no event, act, condition or occurrence having a Material Adverse Effect. 5.05 Litigation. There is no action, suit or proceeding pending, or to the knowledge of the Borrowers threatened, against or affecting the Borrowers or any of their Subsidiaries before any court or arbitrator or any governmental body, agency or official which could have a Material Adverse Effect or which in any manner draws into question the validity or enforceability of, or could impair the ability of the Borrowers to perform their obligations under, this Agreement or any of the other Credit Documents.

conformity with GAAP or Statutory Accounting Principles, as applicable consistently applied, the consolidated financial position of Parent and its Consolidated Subsidiaries as of such dates and their consolidated results of operations and cash flows for such periods stated. (b) Since December 31, 1997, there has been no event, act, condition or occurrence having a Material Adverse Effect. 5.05 Litigation. There is no action, suit or proceeding pending, or to the knowledge of the Borrowers threatened, against or affecting the Borrowers or any of their Subsidiaries before any court or arbitrator or any governmental body, agency or official which could have a Material Adverse Effect or which in any manner draws into question the validity or enforceability of, or could impair the ability of the Borrowers to perform their obligations under, this Agreement or any of the other Credit Documents. 5.06 Compliance with ERISA. (a) Parent, Corp. and each member of the Controlled Group have fulfilled their obligations under the minimum funding standards of ERISA and the Code with respect to each Plan and are in compliance in all material respects with the presently applicable provisions of ERISA and the Code, and have not incurred any liability to the PBGC or a Plan under Title IV of ERISA. (b) Neither Parent nor Corp. nor any member of the Controlled Group is or ever has been obligated to contribute to any Multiemployer Plan. 5.07 Taxes. There have been filed on behalf of Parent and its Subsidiaries all Federal, state and local income, excise, property and other tax returns which are required to be filed by them and all taxes due pursuant to such returns or pursuant to any assessment received by or on behalf of Parent or any Subsidiary have been paid. The charges, accruals and reserves on the books of each of Parent and its Subsidiaries in respect of taxes or other governmental charges are, in the opinion of each of Parent and Corp., adequate. United States income tax returns of Parent and its Subsidiaries have been examined and closed through the Fiscal Year ended December 31, 1991. 5.08 Subsidiaries. Each of Parent's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, is duly qualified to transact business in every jurisdiction where, by the nature of its business, such qualification is necessary, and has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted. Parent has no Subsidiaries except those Subsidiaries listed on Annex III, which accurately sets forth each such Subsidiary's complete name and jurisdiction of incorporation. 5.09 Not an Investment Company. No Borrower is an "investment company" within the meaning of the Investment Company Act of 1940, as amended. 5.10 Public Utility Holding Company Act. No Borrower nor any of their Subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an -22-

"affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. 5.11 Ownership of Property, Liens. Parent and its Consolidated Subsidiaries have title of their properties sufficient for the conduct of their respective businesses and none of such property is subject to any Lien except as permitted in Section 7.01. 5.12 No Default. No Default or Event of Default has occurred and is continuing. 5.13 Full Disclosure. All information heretofore furnished by the Borrowers to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Borrowers to the Administrative Agent or any Lender will be, true, accurate and complete in every material respect or based on reasonable estimates on the date as of which such

"affiliate" of a "holding company" or of a "subsidiary company" of a "holding company", as such terms are defined in the Public Utility Holding Company Act of 1935, as amended. 5.11 Ownership of Property, Liens. Parent and its Consolidated Subsidiaries have title of their properties sufficient for the conduct of their respective businesses and none of such property is subject to any Lien except as permitted in Section 7.01. 5.12 No Default. No Default or Event of Default has occurred and is continuing. 5.13 Full Disclosure. All information heretofore furnished by the Borrowers to the Administrative Agent or any Lender for purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Borrowers to the Administrative Agent or any Lender will be, true, accurate and complete in every material respect or based on reasonable estimates on the date as of which such information is stated or certified. The Borrowers have disclosed to the Lenders in writing any and all facts which could have or cause a Material Adverse Effect. 5.14 Compliance with Laws. Parent and each of its Subsidiaries is in compliance with all applicable laws, except where any failure to comply with any such laws would not, alone or in the aggregate, have a Material Adverse Effect. 5.15 Capital Stock. All Capital Stock, debentures, bonds, notes and all other securities of each of Parent and its Subsidiaries presently issued and outstanding are validly and properly issued in accordance with all applicable laws, including, but not limited to, the "Blue Sky" laws of all applicable states and the federal securities laws. The issued shares of Capital Stock of each of Parent's and Corp.'s Wholly-Owned Subsidiaries are owned by Parent or Corp. free and clear of any Lien or adverse claim. At least a majority of the issued shares of Capital Stock of each of Parent's and Corp.'s other Subsidiaries (other than Wholly-Owned Subsidiaries) is owned by Parent or Corp. free and clear of any Lien or adverse claim. 5.16 Margin Stock. No Borrower nor any of their Subsidiaries are engaged principally, or as one of their important activities, in the business of purchasing or carrying any Margin Stock, and no part of the proceeds of any Loan will be used to purchase or carry any Margin Stock, or be used for any purpose which violates, or which is inconsistent with, the provisions of Regulation U or X. 5.17 Insolvency. After giving effect to the execution and delivery of the Credit Documents and the making of the Loans under this Agreement, no Borrower will be "insolvent," within the meaning of such term as defined in ss. 101 of Title II of the United States Code or Section 2 of the Uniform Fraudulent Transfer Act, or any other applicable state law pertaining to fraudulent transfers, as each may be amended from time to time, or be unable to pay its debts generally as such debts become due or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated. SECTION 6. Affirmative Covenants. The Borrowers hereby covenant and agree that on the Effective Date and thereafter until the Commitments have terminated, no Notes are -23-

outstanding and the Loans, together with interest, Fees and all other obligations (other than any indemnities described in Section 11.12 which are not then owing) incurred hereunder, are paid in full: 6.01 Information Covenants. Parent and Corp. will furnish to each Lender: (a) as soon as available and in any event within 60 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail

outstanding and the Loans, together with interest, Fees and all other obligations (other than any indemnities described in Section 11.12 which are not then owing) incurred hereunder, are paid in full: 6.01 Information Covenants. Parent and Corp. will furnish to each Lender: (a) as soon as available and in any event within 60 days after the end of each of the first three quarterly fiscal periods in each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such period and the related consolidated statements of income, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such period and (in the case of the second and third quarterly periods) for the period from the beginning of the current Fiscal Year to the end of such quarterly period, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the previous Fiscal Year, all in reasonable detail and certified by an Authorized Officer of each of Parent and Corp. as presenting fairly, in accordance with GAAP (except as specifically set forth therein; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) on a basis consistent with such prior fiscal periods, the information contained therein, subject to changes resulting from normal year-end audit adjustments; (b) as soon as available and in any event within 120 days after the end of each Fiscal Year of Parent and Corp., consolidated balance sheets of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the end of such year and the related consolidated statements of income, operations, changes in stockholders' equity and cash flows of each of Parent and its Subsidiaries and Corp. and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the consolidated figures for the previous fiscal year, all in reasonable detail and accompanied by a report thereon of Price Waterhouse Coopers LLP or other independent public accountants of recognized national standing selected by Parent, which report shall state that such consolidated financial statements present fairly the consolidated financial position of each of Parent and its Subsidiaries and Corp. and its Subsidiaries as at the dates indicated and the consolidated results of their operations and cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise specified in such report; provided any exceptions or qualifications thereto must be acceptable to the Required Lenders) and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, (c) within five Business Days after any Borrower becomes aware of the occurrence of any Default, a certificate of an Authorized Officer of each of the Borrowers setting forth the details thereof and the action which the Borrowers are taking or propose to take with respect thereto; (d) promptly upon the mailing thereof to the security holders of the Borrowers generally, copies of all financial statements, reports and proxy statements so mailed; -24-

(e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in full by applicable insurance;

(e) promptly upon the filing thereof, copies of all registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent) and annual, quarterly or monthly reports which the Borrowers shall have filed with the Securities and Exchange Commission or any national securities exchange; (f) if and when Parent, Corp. or any member of the Controlled Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which might constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate or appoint a trustee to administer any Plan, a copy of such notice; (g) promptly after any Borrower knows of the commencement thereof, notice, of any litigation, dispute or proceeding involving a claim against any of the Borrowers and/or any Subsidiary for $10,000,000 or more in excess of amounts covered in full by applicable insurance; (h) from time to time such additional information regarding the financial position or business of the Borrowers and their Subsidiaries as the Administrative Agent, at the request of any Lender, may reasonably request; (i) at the request of any Lender, promptly after the filing thereof a copy of the annual statements for each calendar year and quarterly statements for each calendar quarter as filed with the New York Insurance Department or other then comparable agency of other jurisdictions and the financial statements of Corp. for each calendar year or quarter prepared in accordance with Statutory Accounting Principles accompanied by a report thereon of the independent public accountants of Parent referred to in paragraph (b) above; and (j) at the request of any Lender, at any time when a DB Loan is outstanding, quarterly and annual summary financial statements of the applicable Designated Borrower as promptly as possible after the end of each fiscal quarter and fiscal year of such Designated Borrower. 6.02 Books, Records and Inspections. The Borrowers will (i) keep, and will cause each Subsidiary to keep, proper books of record and account in which full, true and correct entries in conformity with GAAP or Statutory Accounting Principles, as applicable, shall be made of all dealings and transactions in relation to its business and activities; and (ii) permit, and will cause each Subsidiary to permit, representatives of any Lender at such Lender's expense prior to the occurrence of an Event of Default and at the Borrowers' expense after the occurrence of an Event of Default to visit and inspect any of their respective properties, to examine their respective books and records and to discuss their respective affairs, finances and accounts with their respective officers, employees and independent public accountants. The Borrowers agree to -25-

cooperate and assist in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired. 6.03 Maintenance of Existence. Each of the Borrowers shall maintain its existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained. 6.04 Compliance with Laws, Payment of Taxes. The Borrowers will, and will cause each of their Subsidiaries and each member of the Controlled Group to, comply with applicable laws (including but not limited to ERISA), regulations and similar requirements of governmental authorities (including but not limited to the PBGC), except where (i) the necessity of such compliance is being contested in good faith through appropriate proceedings diligently pursued; and (ii) any failure to comply with any such laws would not, alone or in the aggregate, have a Material Adverse Effect. The Borrowers will, and will cause each of their Subsidiaries to, pay promptly when due all taxes, assessments, governmental charges, claims for labor, supplies, rent and other obligations which, if unpaid, might become a lien against the property of the Borrowers or any Subsidiary, except liabilities being contested in good faith by

cooperate and assist in such visits and inspections, in each case at such reasonable times and as often as may reasonably be desired. 6.03 Maintenance of Existence. Each of the Borrowers shall maintain its existence and carry on its business in substantially the same manner and in substantially the same fields as such business is now carried on and maintained. 6.04 Compliance with Laws, Payment of Taxes. The Borrowers will, and will cause each of their Subsidiaries and each member of the Controlled Group to, comply with applicable laws (including but not limited to ERISA), regulations and similar requirements of governmental authorities (including but not limited to the PBGC), except where (i) the necessity of such compliance is being contested in good faith through appropriate proceedings diligently pursued; and (ii) any failure to comply with any such laws would not, alone or in the aggregate, have a Material Adverse Effect. The Borrowers will, and will cause each of their Subsidiaries to, pay promptly when due all taxes, assessments, governmental charges, claims for labor, supplies, rent and other obligations which, if unpaid, might become a lien against the property of the Borrowers or any Subsidiary, except liabilities being contested in good faith by appropriate proceedings diligently pursued. 6.05 Insurance. The Borrowers will maintain, and will cause each of their Subsidiaries to maintain (either in the name of the Borrowers or in such Subsidiary's own name), with financially sound and reputable insurance companies, insurance on all their property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies of established repute engaged in the same or similar businesses. 6.06 Maintenance of Property. The Borrowers shall, and shall cause each Subsidiary to, maintain all of their properties and assets in good condition, repair and working order, ordinary wear and tear excepted. SECTION 7. Negative Covenants. The Borrowers hereby covenant and agree that on the Effective Date and thereafter until the Commitments have terminated, no Notes are outstanding and the Loans, together with interest, Fees and all other obligations (other than any indemnities described in Section I 1. 12 which are not then owing) incurred hereunder, are paid in full: 7.01 Liens. Neither Parent nor any of its Consolidated Subsidiaries will create, assume or suffer to exist any Lien on any asset now owned or hereafter acquired by it, except: (i) Liens securing any loan to be made under the Credit Agreement among Corp., the banks signatory thereto and Credit Suisse First Boston, New York Branch, originally dated as of December 29, 1989, as amended and restated on October 1, 1997 and as may be amended thereafter from time to time; (ii) Liens created on certain insurance premiums by a Trust Agreement effective December 31, 1989 between Municipal Bond Investors Assurance Corporation, MBIA -26-

Insurance Corp. of Illinois and the trustee thereunder, as amended on February 28, 1995 and as may be amended from time to time thereafter; (iii) as to Corp., Liens (in addition to Liens permitted under Section 7.01(i), (iv) and (v)) in an aggregate principal amount of up to $ 10,000,000; (iv) Liens not securing Debt which are incurred in the ordinary course of business; and (v) Liens securing repurchase agreements constituting a borrowing of funds by Parent or any Subsidiary of Parent in the ordinary course of business for liquidity purposes and in no event for a period exceeding 90 days in each case. 7.02 Dissolution. No Borrower shall suffer or permit dissolution or liquidation either in whole or in part or redeem

Insurance Corp. of Illinois and the trustee thereunder, as amended on February 28, 1995 and as may be amended from time to time thereafter; (iii) as to Corp., Liens (in addition to Liens permitted under Section 7.01(i), (iv) and (v)) in an aggregate principal amount of up to $ 10,000,000; (iv) Liens not securing Debt which are incurred in the ordinary course of business; and (v) Liens securing repurchase agreements constituting a borrowing of funds by Parent or any Subsidiary of Parent in the ordinary course of business for liquidity purposes and in no event for a period exceeding 90 days in each case. 7.02 Dissolution. No Borrower shall suffer or permit dissolution or liquidation either in whole or in part or redeem or retire any shares of their own stock, except through corporate reorganization to the extent permitted by Section 7.03. 7.03 Consolidations, Mergers and Sales of Assets. The Borrowers will not consolidate or merge with or into, or sell, lease or otherwise transfer all or any substantial part of their assets to, any other Person, provided that (a) any Borrower (other than any Designated Borrower) may merge with another Person if (i) such Person was organized under the laws of the United States of America or one of its states, (ii) one of the Borrowers is the corporation surviving such merger and (iii) immediately after giving effect to such merger, no Default shall have occurred and be continuing, and (b) Subsidiaries of the Borrowers may merge with one another. 7.04 Use of Proceeds. No portion of the proceeds of the Loans will be used by the Borrowers or any Subsidiary (i) directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of purchasing or carrying any Margin Stock, or (ii) for any purpose in violation of any applicable law or regulation, 7.05 Change in Fiscal Year. Neither Parent nor Corp. shall change its Fiscal Year without the consent of the Required Lenders. 7.06 Transactions with Affiliates.- Neither Parent nor any of its Subsidiaries shall enter into, or be a party to, any transaction with any Affiliate of Parent or such Subsidiary (which Affiliate is not one of the Borrowers or a Subsidiary), except as permitted by law and in the ordinary course of business and pursuant to reasonable terms. 7.07 Leverage Ratio. Parent and Corp. will not permit the ratio of Consolidated Total Debt to Consolidated Total Capitalization at any time to exceed 0.25:1.00. 7.08 Minimum Net Worth. Parent and Corp. will not permit Consolidated Net Worth to be less than $2,000,000,000 \at any time. -27-

SECTION 8. Defaults. 8.01 Events of Default. Upon the occurrence of any of the following specified events (each, an "Event of Default"): (a) any Borrower shall fail to pay when due any principal of any Loan, or shall fail to pay any interest on any Loan within three Business Days after such interest shall become due, or shall fail to pay any fee or other amount payable hereunder within five Business Days after such fee or other amount becomes due; or (b) any Borrower shall fail to observe or perform any covenant contained in Sections 6.01(c), 6.02(ii), 6.03, 6.06, 7.02, 7.03, 7.04, 7.07 or 7.08; or (c) any Borrower shall fail to observe or perform any covenant contained in Section 7.01 for five days after the earlier of (i) the first day on which any Borrower has knowledge of such failure or (ii) written notice thereof has

SECTION 8. Defaults. 8.01 Events of Default. Upon the occurrence of any of the following specified events (each, an "Event of Default"): (a) any Borrower shall fail to pay when due any principal of any Loan, or shall fail to pay any interest on any Loan within three Business Days after such interest shall become due, or shall fail to pay any fee or other amount payable hereunder within five Business Days after such fee or other amount becomes due; or (b) any Borrower shall fail to observe or perform any covenant contained in Sections 6.01(c), 6.02(ii), 6.03, 6.06, 7.02, 7.03, 7.04, 7.07 or 7.08; or (c) any Borrower shall fail to observe or perform any covenant contained in Section 7.01 for five days after the earlier of (i) the first day on which any Borrower has knowledge of such failure or (ii) written notice thereof has been given to any Borrower by the Administrative Agent at the request of any Lender; or (d) any Borrower shall fail to observe or perform any covenant or agreement contained herein (other than those covered by clause (a), (b) or (c) above) for 30 days after the earlier of (i) the first day on which any Borrower has knowledge of such failure or (H) written notice thereof has been given to any Borrower by the Administrative Agent at the request of any Lender; or (e) any representation, warranty, certification or statement made or deemed made by any Borrower in Section 5 of this Agreement or in any certificate, financial statement or other document delivered pursuant to this Agreement shall prove to have been incorrect or misleading in any material respect when made (or deemed made); or (f) Parent or any Subsidiary shall fail to make any payment in respect of Debt outstanding in an aggregate principal amount equal to or in excess of $10,000,000 (other than the Notes) when due at final stated maturity (after giving effect to any applicable grace period); or (g) any event or condition shall occur which results in the acceleration of the maturity of Debt outstanding in an aggregate amount equal to or in excess of $10,000,000 of Parent or any Subsidiary or the mandatory prepayment or purchase of such Debt by Parent (or its designee) or such Subsidiary (or its designee) prior to the scheduled maturity thereof; or (h) Parent or any Subsidiary shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to themselves or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of them or any substantial part of their property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against them, or shall make a general -28-

assignment for the benefit of creditors, or shall fail generally, or shall admit in writing their inability, to pay their debts as they become due, or shall take any corporate action to authorize any of the foregoing, or shall become or be declared by a court of competent jurisdiction to be insolvent; or (i) an involuntary case or other proceeding shall be commenced against Parent or any Subsidiary seeking liquidation, reorganization or other relief with respect to them or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of them or any substantial part of their property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against Parent or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; or (j) Parent, Corp. or any member of the Controlled Group shall fail to pay when due any material amount which they shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall

assignment for the benefit of creditors, or shall fail generally, or shall admit in writing their inability, to pay their debts as they become due, or shall take any corporate action to authorize any of the foregoing, or shall become or be declared by a court of competent jurisdiction to be insolvent; or (i) an involuntary case or other proceeding shall be commenced against Parent or any Subsidiary seeking liquidation, reorganization or other relief with respect to them or their debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of them or any substantial part of their property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against Parent or any Subsidiary under the federal bankruptcy laws as now or hereafter in effect; or (j) Parent, Corp. or any member of the Controlled Group shall fail to pay when due any material amount which they shall have become liable to pay to the PBGC or to a Plan under Title IV of ERISA; or the PBGC shall institute proceedings under Title IV of ERISA to terminate or to cause a trustee to be appointed to administer any such Plan or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not have been dismissed within 30 days thereafter; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any such Plan or Plans must be terminated; or (k) one or more judgments or orders for the payment of money in an aggregate amount in excess of $10,000,000 shall be rendered against Parent or any Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; or (1) a federal tax lien shall be filed against Parent or any Subsidiary under Section 6323 of the Code or a lien of the PBGC shall be filed against any Parent or any Subsidiary under Section 4068 of ERISA and in either case such lien shall remain undischarged for a period of 25 days after the date of filing; or (m) (i) any Person or two or more Persons acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Exchange Act) of 40% or more of the outstanding shares of the voting stock of Parent; or (ii) as of any date a majority of the Board of Directors of Parent consists of individuals who were not either (A) directors of Parent as of the corresponding date of the previous year, (B) selected or nominated to become directors by the Board of Directors of Parent of which a majority consisted of individuals described in clause (A), or (C) selected or nominated to become directors by the Board of Directors of Parent of which a majority consisted of individuals described in clause (A) and individuals described in clause (B); or -29-

(n) Parent shall at any time or times and for any reason cease to own (either directly or indirectly through a wholly-owned intermediate Subsidiary) all of the Capital Stock or other ownership interests (except for director's qualifying shares) of Corp.; or (o) Corp. shall fail to maintain an insurer claims paying rating of AA or better as determined by Standard and Poor's Corporation and Aa2 or better as determined by Moody's Investors Service, Inc.; or (p) Parent shall fail to maintain a long term debt rating of A or better as determined by Standard and Poor's Corporation and A2 or better as determined by Moody's Investors Service, Inc.; or (q) at any time when any DB Loan is outstanding, the respective Financial Guaranty Insurance Policy or any material provision thereof shall cease to be in full force or effect or Corp. shall deny or disaffirm its obligations under such Financial Guaranty Insurance Policy; then, and in every such event, the Administrative Agent shall (i) if requested by the Required Lenders, by notice to Parent and Corp. terminate the Commitments and they shall thereupon terminate, and (ii) if requested by the Required Lenders, by notice to Parent and Corp. declare the Notes (together with accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents to be, and the Notes (together with all accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents shall

(n) Parent shall at any time or times and for any reason cease to own (either directly or indirectly through a wholly-owned intermediate Subsidiary) all of the Capital Stock or other ownership interests (except for director's qualifying shares) of Corp.; or (o) Corp. shall fail to maintain an insurer claims paying rating of AA or better as determined by Standard and Poor's Corporation and Aa2 or better as determined by Moody's Investors Service, Inc.; or (p) Parent shall fail to maintain a long term debt rating of A or better as determined by Standard and Poor's Corporation and A2 or better as determined by Moody's Investors Service, Inc.; or (q) at any time when any DB Loan is outstanding, the respective Financial Guaranty Insurance Policy or any material provision thereof shall cease to be in full force or effect or Corp. shall deny or disaffirm its obligations under such Financial Guaranty Insurance Policy; then, and in every such event, the Administrative Agent shall (i) if requested by the Required Lenders, by notice to Parent and Corp. terminate the Commitments and they shall thereupon terminate, and (ii) if requested by the Required Lenders, by notice to Parent and Corp. declare the Notes (together with accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents to be, and the Notes (together with all accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; provided that if any Event of Default specified in clause (h) or (i) above occurs with respect to Parent or Corp., without any notice to Parent or Corp. or any other act by the Administrative Agent or the Lenders, the Total Commitment shall thereupon automatically terminate and the Notes (together with accrued interest thereon) and all other amounts payable hereunder and under the other Credit Documents shall automatically become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; provided, further, that, except in the case of an Event of Default under Section 8.01(q), the principal of and interest on DB Loans shall not become due and payable pursuant to this Section 8.01 prior to their respective DB Loan Maturity Date. Notwithstanding the foregoing, the Administrative Agent shall have available to it all other remedies at law or equity, and shall exercise any one or all of them at the request of the Required Lenders. 8.02 Notice of Default. The Administrative Agent shall give notice to the Borrowers of any Default under Sections 8.01(c) or 8.01(d) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof SECTION 9. Definitions. As used herein, the following terms shall have the meanings herein specified unless the context otherwise requires. Defined terms in this Agreement shall include in the singular number the plural and in the plural the singular: -30-

"Absolute Rate" shall mean an interest rate (rounded to the nearest .0001) expressed as a decimal. "Absolute Rate Borrowing" shall mean a Competitive Bid Borrowing with respect to which a Borrower has requested that the Bidder Lenders offer to make Competitive Bid Loans at Absolute Rates. "Administrative Agent" shall mean Deutsche Bank and shall include any successor to the Administrative Agent appointed pursuant to Section 10.09. "Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or other-wise. "Agents" shall mean the Administrative Agent, the Syndication Agent and the Documentation Agent.

"Absolute Rate" shall mean an interest rate (rounded to the nearest .0001) expressed as a decimal. "Absolute Rate Borrowing" shall mean a Competitive Bid Borrowing with respect to which a Borrower has requested that the Bidder Lenders offer to make Competitive Bid Loans at Absolute Rates. "Administrative Agent" shall mean Deutsche Bank and shall include any successor to the Administrative Agent appointed pursuant to Section 10.09. "Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling (including but not limited to all directors and officers of such Person), controlled by, or under direct or indirect common control with such Person. A Person shall be deemed to control a corporation if such Person possesses, directly or indirectly, the power (i) to vote 10% or more of the securities having ordinary voting power for the election of directors of such corporation or (ii) to direct or cause the direction of the management and policies of such corporation, whether through the ownership of voting securities, by contract or other-wise. "Agents" shall mean the Administrative Agent, the Syndication Agent and the Documentation Agent. "Aggregate Loan Outstandings" shall have the meaning provided in Section 3.02(a). "Agreement" shall mean this Credit Agreement, as the same may be from time to time modified, amended and/or supplemented. "Alternate Currency" shall mean each Primary Alternate Currency and each Other Alternate Currency. "Alternate Currency Loan" shall mean any Loan denominated in an Alternate Currency. "Approved Currency" shall mean each of Dollars and each Primary Alternate Currency. "Assignment Agreement" shall mean the Assignment Agreement in the form of Exhibit G (appropriately completed). "Associated Cost Rate" shall mean, with respect to each Interest Period for Pounds Sterling-denominated Loans, the costs (expressed as a percentage rounded up to the nearest four decimal places and as determined on the first day of such Interest Period and any three month anniversary thereof by the Administrative Agent) of compliance with then existing requirements of the Bank of England in respect of Loans denominated in Pounds Sterling. "Assuming Lender" shall have the meaning provided in Section 1.16. -31-

"Authorized Officer" shall mean any senior officer of any Borrower designated as such in writing to the Administrative Agent by such Borrower. "Base Rate" shall mean, at any time, the higher of (i) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the Prime Lending Rate. "Base Rate Loan" shall mean each Revolving Loan that is not a Eurodollar Loan. "Bidder Lender" shall mean each Lender that has notified in writing (and has not withdrawn such notice) the Administrative Agent that it desires to participate generally in the bidding arrangements relating to Competitive Bid Borrowings. "Borrowers" shall mean Parent, Corp. and each Designated Borrower, if any. "Borrowing" shall mean (i) the incurrence by a single Borrower of Revolving Loans denominated in Dollars that are Base Rate Loans on a pro rata basis from all Lenders; (ii) the incurrence by a single Borrower of Revolving Loans of a single Approved Currency that are Eurodollar Loans on a pro rata basis from all Lenders, on a given

"Authorized Officer" shall mean any senior officer of any Borrower designated as such in writing to the Administrative Agent by such Borrower. "Base Rate" shall mean, at any time, the higher of (i) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate and (ii) the Prime Lending Rate. "Base Rate Loan" shall mean each Revolving Loan that is not a Eurodollar Loan. "Bidder Lender" shall mean each Lender that has notified in writing (and has not withdrawn such notice) the Administrative Agent that it desires to participate generally in the bidding arrangements relating to Competitive Bid Borrowings. "Borrowers" shall mean Parent, Corp. and each Designated Borrower, if any. "Borrowing" shall mean (i) the incurrence by a single Borrower of Revolving Loans denominated in Dollars that are Base Rate Loans on a pro rata basis from all Lenders; (ii) the incurrence by a single Borrower of Revolving Loans of a single Approved Currency that are Eurodollar Loans on a pro rata basis from all Lenders, on a given date (or resulting from conversions on a given date), having the same Interest Period, provided that Base Rate Loans incurred pursuant to Section 1.11(b) shall be considered part of any related Borrowing of Eurodollar Loans; and (iii) a Competitive Bid Borrowing. "Business Day" shall mean (i) for all purposes other than as covered by clause (ii) below, any day excluding Saturday, Sunday and any day which shall be in the City of New York a legal holiday or a day on which banking institutions are authorized by law or other governmental actions to close, (ii) with respect to all notices and determinations in connection with, and payments of principal and interest on, Eurodollar Loans and Competitive Bid Loans made pursuant to a Spread Borrowing, any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in the London interbank Eurodollar market and, with respect to any notices or determinations in respect of Euros, which is customarily a "Business Day" for such notices or determinations. "Capital Stock" means any nonredeemable capital stock of Parent or any Consolidated Subsidiary (to the extent issued to a Person other than the Borrowers), whether common or preferred. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time and the regulations promulgated and the rulings issued thereunder. Section references to the Code are to the Code, as in effect on the Effective Date and any subsequent provisions of the Code, amendatory thereof, supplemental thereto or substituted therefor. "Commitment" shall mean, with respect to each Lender, at any time, the amount set forth opposite such Lender's name on Annex I, as the same may be increased pursuant to Section 1. 16 and/or reduced pursuant to Sections 2.02, 2.03 or 8.01. "Commitment AssumptionAgreement" shall mean each Commitment Assumption Agreement in the form of Exhibit H attached hereto executed in accordance with Section 1.16. -32-

"Commitment Assumption Date" shall mean the Business Day following the date on which each Commitment Assumption Agreement is delivered to the Administrative Agent pursuant to Section 1.16. "Competitive Bid Borrowing" shall mean a Borrowing by a single Borrower of Competitive Bid Loans pursuant to Section 1.04. "Competitive Bid Loan" shall have the meaning specified in Section 1.01(b).

"Commitment Assumption Date" shall mean the Business Day following the date on which each Commitment Assumption Agreement is delivered to the Administrative Agent pursuant to Section 1.16. "Competitive Bid Borrowing" shall mean a Borrowing by a single Borrower of Competitive Bid Loans pursuant to Section 1.04. "Competitive Bid Loan" shall have the meaning specified in Section 1.01(b). "Competitive Bid Note" shall have the meaning provided in Section 1.06(a). "Consolidated Net Worth" shall mean the Net Worth of Parent and its Subsidiaries determined on a consolidated basis. "Consolidated Subsidiary" shall mean at any date any Subsidiary or other entity the accounts of which, in accordance with GAAP, would be consolidated with those of Parent in its consolidated financial statements as of such date. "Consolidated Total Capitalization" shall mean, as of any date of determination, the sum of (i) Consolidated Total Debt and (ii) Consolidated Net Worth. "Consolidated Total Debt" shall mean, as of any date of determination, all Debt of Parent and its Subsidiaries on such date determined on a consolidated basis. "Controlled Group" shall mean all members of a controlled group of corporations and all trades or businesses (whether or not incorporated) under common control which, together with either Parent or Corp., are treated as a single employer under Section 414 of the Code. "Credit Documents" shall mean this Agreement, the Notes and each Financial Guaranty Insurance Policy delivered pursuant to Section 4.02(d), "DB Assumption Agreement" shall mean an Assumption Agreement in the form of Exhibit I attached hereto executed in accordance with Section 1.17. "DB Loan Maturity Date" shall mean (a) with respect to each DB Loan constituting a Revolving Loan, the maturity date selected by the respective Designated Borrower in accordance with Section 1.03(a) as being applicable to such DB Loan, which maturity date shall not be more than 180 days after the date of incurrence of such DB Loan (and in no event later than the Final Maturity Date) and (b) with respect to each DB Loan constituting a Competitive Bid Loan, the maturity of such Competitive Bid Loan selected in accordance with Section 1.04(a). "DB Loans" shall mean any Loans incurred by a Designated Borrower. "Debt" of any Person shall mean at any date, without duplication, (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person to pay the -33-

deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee under capital leases, (v) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker's acceptance, (vi) all Redeemable Preferred Stock of such Person (in the event such Person is a corporation), (vii) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (viii) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (ix) all Debt of others Guaranteed by such Person, provided that in the case of Corp. the calculation of Debt shall not include Debt of others guaranteed by Corp. in the ordinary course of its business.

deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (iv) all obligations of such Person as lessee under capital leases, (v) all obligations of such Person to reimburse any bank or other Person in respect of amounts payable under a banker's acceptance, (vi) all Redeemable Preferred Stock of such Person (in the event such Person is a corporation), (vii) all obligations (absolute or contingent) of such Person to reimburse any bank or other Person in respect of amounts paid under a letter of credit or similar instrument, (viii) all Debt of others secured by a Lien on any asset of such Person, whether or not such Debt is assumed by such Person, and (ix) all Debt of others Guaranteed by such Person, provided that in the case of Corp. the calculation of Debt shall not include Debt of others guaranteed by Corp. in the ordinary course of its business. "Default" shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default. "Defaulting Lender" shall mean any Lender with respect to which a Lender Default is in effect. "Designated Borrower" shall mean each Person designated as a Designated Borrower in accordance with Section 1.17. "Deutsche Bank" shall mean Deutsche Bank AG, New York Branch. "Deutsche Mark Equivalent" shall mean, at any time for the determination thereof, the amount of Deutsche Marks which could be purchased with the amount of Dollars involved in such computation at the spot exchange rate therefor as quoted by Deutsche Bank as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "Deutsche Mark LIBOR" shall mean, for each Interest Period applicable to any Loan denominated in Deutsche Marks, the rate per annum that appears on page 3750 (or other appropriate page if such currency does not appear on such page) of the Dow Jones Telerate Screen (or any successor page) for Deutsche Mark deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 (or such other appropriate page) of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for Deutsche Mark deposits of amounts in same day funds comparable to the outstanding principal amount of such Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. Deutsche Marks" shall mean freely transferable lawful money of Germany. "Documentation Agent" shall mean Fleet National Bank. "Dollar Equivalent" shall mean, at any time for the determination thereof, the amount of Dollars which could be purchased with the amount of the relevant Alternate Currency -34-

involved in such computation at the spot exchange rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "Dollars" and the sign "$" shall each mean freely transferable lawful money of the United States. "Effective Date" shall have the meaning provided in Section 4.01. "EMU Legislation" shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and

involved in such computation at the spot exchange rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "Dollars" and the sign "$" shall each mean freely transferable lawful money of the United States. "Effective Date" shall have the meaning provided in Section 4.01. "EMU Legislation" shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder. Section references to ERISA are to ERISA, as in effect as of the Effective Date and any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor. "Euro" shall mean the single currency of participating member states of the European Union. "Euro Equivalent" shall mean, at any time for the determination thereof, the amount of Euros which could be purchased with the amount of Dollars involved in such computation at the spot exchange rate therefor as quoted by Deutsche Bank as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "Euro LIBOR" shall mean, for each Interest Period applicable to any Loan denominated in Euros, the rate per annum that appears on page 3750 (or other appropriate page if such currency does not appear on such page) of the Dow Jones Telerate Screen (or any successor page) for Euro deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for Euro deposits of amounts in same day funds comparable to the outstanding principal amount of such Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Eurodollar Loan" shall mean each Revolving Loan that at the election of any Borrower is bearing interest by reference to LIBOR. "Event of Default" shall have the meaning specified in Section 8.01. "Exchange Act" shall mean the U.S. Securities Exchange Act of 1934, as amended. -35-

"Existing Credit Agreements" shall mean (i) the Credit Agreement, dated as of August 31, 1994, among Parent, Municipal Bond Investors Assurance Corporation, various lending institutions and Wachovia Bank of Georgia, N.A., as Agent, (ii) the Loan Agreement, dated as of July 13, 1990, between Parent and Credit Suisse First Boston, New York Branch and (iii) the Credit Agreement, dated as of June 25, 1992, among Capital Markets Assurance Corporation, various lending institutions and Bank of Montreal, as Agent. "Extension Deadline" shall have the meaning specified in Section 1.15. "Facility Fees" shall have the meaning specified in Section 2.01(a). "Federal Funds Effective Rate" shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such

"Existing Credit Agreements" shall mean (i) the Credit Agreement, dated as of August 31, 1994, among Parent, Municipal Bond Investors Assurance Corporation, various lending institutions and Wachovia Bank of Georgia, N.A., as Agent, (ii) the Loan Agreement, dated as of July 13, 1990, between Parent and Credit Suisse First Boston, New York Branch and (iii) the Credit Agreement, dated as of June 25, 1992, among Capital Markets Assurance Corporation, various lending institutions and Bank of Montreal, as Agent. "Extension Deadline" shall have the meaning specified in Section 1.15. "Facility Fees" shall have the meaning specified in Section 2.01(a). "Federal Funds Effective Rate" shall mean, for any period, a fluctuating interest rate equal for each day during such period to the weighted average of the rates on overnight Federal Funds transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent. "Fees" shall mean all amounts payable pursuant to, or referred to in, Section 3.01. "Final Maturity Date" shall mean the fifth anniversary of the Effective Date, or such later date to which the Final Maturity Date shall have been extended pursuant to Section 1.15. "Financial Guaranty Insurance Policy" shall have the meaning specified in Section 4.02(d). "Fiscal Year" means any fiscal year of the Borrowers. "French Franc Equivalent" shall mean, at any time for the determination thereof, the amount of French Francs which could be purchased with the amount of Dollars involved in such computation at the spot exchange rate therefor as quoted by Deutsche Bank as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "French Franc LIBOR" shall mean, for each Interest Period applicable to any Loan denominated in French Francs, the rate per annum that appears on page 3750 (or other appropriate page if such currency does not appear on such page) of the Dow Jones Telerate Screen (or any successor page) for French Franc deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 (or such other appropriate page) of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for French Franc deposits of amounts in same day funds comparable to the outstanding principal amount of such Loan with maturities comparable to such Interest Period as of 11:00 A.M. -36-

(London time) on the date which is two Business Days prior to the commencement of such Interest Period. "French Francs" shall mean freely transferable lawful money of France. "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect on the date of this Agreement. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to secure, purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue

(London time) on the date which is two Business Days prior to the commencement of such Interest Period. "French Francs" shall mean freely transferable lawful money of France. "GAAP" shall mean generally accepted accounting principles in the United States of America as in effect on the date of this Agreement. "Guarantee" by any Person means any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Debt or other obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (i) to secure, purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, to provide collateral security, to take-or-pay, or to maintain financial statement conditions or otherwise) or (ii) entered into for the purpose of assuring in any other manner the obligee of such Debt or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part), provided that the term Guarantee shall not include: (i) endorsements for collection or deposit in the ordinary course of business; and (ii) in the case of Corp., Debt of others guaranteed by Corp. in the ordinary course of its business. The term "Guarantee" used as a verb has a corresponding meaning. "Interest Period" shall mean (a) with respect to any Eurodollar Loan, the interest period applicable thereto, as determined pursuant to Section 1.10 and (b) with respect to any Competitive Bid Loan, the period beginning on the date of incurrence thereof and ending on the stated maturity date thereof. "Interest Rate Basis" shall mean LIBOR and/or such other basis for determining an interest rate as the Borrowers and the Administrative Agent may agree upon from time to time. "Japanese Yen" shall mean freely transferable lawful money of Japan. "Japanese Yen Equivalent" shall mean, at any time for the determination thereof, the amount of Japanese Yen which could be purchased with the amount of Dollars involved in such computation at the spot exchange rate therefor as quoted by Deutsche Bank as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "Japanese Yen LIBOR" shall mean, for each Interest Period applicable to any Loan denominated in Japanese Yen, the rate per annum that appears on page 3750 (or other appropriate page if such currency does not appear on such page) of the Dow Jones Telerate Screen (or any successor page) for Japanese Yen deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 (or such other appropriate page) of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for -37-

Japanese Yen deposits of amounts in same day funds comparable to the outstanding principal amount of such Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Judgment Currency" shall have the meaning provided in Section 11.16(a). "Judgment Currency Conversion Date" shall have the meaning provided in Section 11.16(a). "Lender" or "Lenders" shall have the meaning provided in the first paragraph of this Agreement. "Lender Default" shall mean (i) the refusal (which has not been retracted) of a Lender to make available its portion of any incurrence of Revolving Loans or (ii) a Lender having notified the Administrative Agent and/or any

Japanese Yen deposits of amounts in same day funds comparable to the outstanding principal amount of such Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Judgment Currency" shall have the meaning provided in Section 11.16(a). "Judgment Currency Conversion Date" shall have the meaning provided in Section 11.16(a). "Lender" or "Lenders" shall have the meaning provided in the first paragraph of this Agreement. "Lender Default" shall mean (i) the refusal (which has not been retracted) of a Lender to make available its portion of any incurrence of Revolving Loans or (ii) a Lender having notified the Administrative Agent and/or any Borrower that it does not intend to comply with its obligations under Section 1.01, in the case of either clause (i) or (ii) as a result of the appointment of a receiver or conservator with respect to such Lender at the direction or request of any regulatory agency or authority. "Lender Register" shall have the meaning provided in Section 11.15. "LIBOR" shall mean (i) with respect to any Borrowing of Loans of an Approved Currency, the relevant interest rate, i.e., U.S. LIBOR, Deutsche Mark LIBOR, Euro LIBOR, Sterling LIBOR, French Franc LIBOR, Japanese Yen LIBOR or Swiss Franc LIBOR, and (ii) with respect to any Borrowing of Competitive Bid Loans of an Other Alternate Currency, such rate per annum as may be agreed upon by the respective Borrower and the respective Bidder Lender. "Lien" shall mean, with respect to any asset, any mortgage, deed to secure debt, deed of trust, lien, pledge, charge, security interest, security title, preferential arrangement which has the practical effect of constituting a security interest or encumbrance, servitude or encumbrance of any kind in respect of such asset to secure or assure payment of a Debt or a Guarantee, whether by consensual agreement or by operation of statute or other law, or by any agreement, contingent or otherwise, to provide any of the foregoing. For the purposes of this Agreement, Parent or any Subsidiary shall be deemed to own subject to a Lien any asset which they have acquired or hold subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan" shall mean each Revolving Loan and each Competitive Bid Loan. "Margin Stock" shall have the meaning provided in Regulation U. "Material Adverse Effect" shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences, whether or not -38-

related, a material adverse change in, or a material adverse effect upon, any of (a) the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, or the ability of each Borrower to perform its obligations under the Credit Documents to which it is a party, as applicable, or (b) the legality, validity or enforceability of any Credit Document. "Minimum Borrowing Amount" shall mean (i) for any Revolving Loans that are Dollar denominated, $2,500,000, (ii) for any Revolving Loans that are Alternate Currency Loans, an amount in the respective Approved Currency having a Dollar Equivalent (determined at the time a Notice of Borrowing is received or a prepayment made) of $2,500,000, (iii) for any Competitive Bid Loans that are Dollar denominated, $1,000,000 and (iv) for any Competitive Bid Loans that are Alternate Currency Loans, an amount in the respective Alternate Currency having a Dollar Equivalent (determined at the time a Notice of Competitive Bid Borrowing is received or a prepayment made) of $1,000,000.

related, a material adverse change in, or a material adverse effect upon, any of (a) the rights and remedies of the Administrative Agent or the Lenders under the Credit Documents, or the ability of each Borrower to perform its obligations under the Credit Documents to which it is a party, as applicable, or (b) the legality, validity or enforceability of any Credit Document. "Minimum Borrowing Amount" shall mean (i) for any Revolving Loans that are Dollar denominated, $2,500,000, (ii) for any Revolving Loans that are Alternate Currency Loans, an amount in the respective Approved Currency having a Dollar Equivalent (determined at the time a Notice of Borrowing is received or a prepayment made) of $2,500,000, (iii) for any Competitive Bid Loans that are Dollar denominated, $1,000,000 and (iv) for any Competitive Bid Loans that are Alternate Currency Loans, an amount in the respective Alternate Currency having a Dollar Equivalent (determined at the time a Notice of Competitive Bid Borrowing is received or a prepayment made) of $1,000,000. "Multiemployer Plan" shall mean a plan within the meaning of Section 4001(a)(3) of ERISA. "Net Worth" shall mean, as to any Person, the sum of its capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders equity, excluding any treasury stock. "Non-Continuing Lender" shall have the meaning specified in Section 1.15. "Non-Defaulting Lender" shall mean each Lender other than a Defaulting Lender. "Note" shall mean each Revolving Note and each Competitive Bid Note. "Notice of Borrowing" shall have the meaning provided in Section 1.03(a). "Notice of Competitive Bid Borrowing" shall have the meaning provided in Section 1.04(a). "Notice of Conversion" shall have the meaning provided in Section 1.07. "Notice Office" shall mean the office of the Administrative Agent at 31 West 52nd Street, New York, NY 10019 or such other office as the Administrative Agent may designate to the Borrowers from time to time. "Obligation Currency" shall have the meaning provided in Section 11.16(a). "Obligation" shall mean all amounts, direct or indirect, contingent Or absolute, of every type or description, and at any time existing, owing to any Agent or any Lender pursuant to the terms of this Agreement or any other Credit Document. "Other Alternate Currency" shall mean any freely transferable currency other than any Approved Currency. -39-

"Payment Office" shall mean the office of the Administrative Agent at 31 West 52nd Street, New York, NY 10019 or such other office or offices as the Administrative Agent may designate to the Borrowers from time to time. "PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto. "Person" shall mean any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise or business entity or any government or political subdivision or any agency, department or instrumentality thereof. "Plan" shall mean at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject

"Payment Office" shall mean the office of the Administrative Agent at 31 West 52nd Street, New York, NY 10019 or such other office or offices as the Administrative Agent may designate to the Borrowers from time to time. "PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto. "Person" shall mean any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise or business entity or any government or political subdivision or any agency, department or instrumentality thereof. "Plan" shall mean at any time an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum funding standards under Section 412 of the Code and is either (i) maintained by a member of the Controlled Group for employees of any member of the Controlled Group or (ii) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which a member of the Controlled Group is then making or accruing an obligation to make contributions or has within the preceding 5 plan years made contributions. "Pounds Sterling" shall mean freely transferable lawful money of the United Kingdom. "Primary Alternate Currency" shall mean each of Deutsche Marks, French Francs, Japanese Yen, Pounds Sterling, Swiss Francs and Euros. "Prime Lending Rate" shall mean the rate which Deutsche Bank announces from time to time as its prime lending rate, the Prime Lending Rate to change when and as such prime lending rate changes. The Prime Lending Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Deutsche Bank may make commercial loans or other loans at rates of interest at, above or below the Prime Lending Rate. "Principal Amount" shall mean (i) the stated principal amount of each Loan denominated in Dollars, and/or (ii) the Dollar Equivalent of the stated principal amount of each Alternate Currency Loan, as the context may require. "Redeemable Preferred Stock" of any Person shall mean any preferred stock issued by such Person which is at any time prior to the Final Maturity Date either (i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or (ii) redeemable at the option of the holder thereof. "Regulation U" shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements. "Regulation X" shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements. -40-

"Relevant Currency Equivalent" shall mean the Dollar Equivalent, the Deutsche Mark Equivalent, the Euro Equivalent, the Pounds Equivalent, the French Franc Equivalent, the Japanese Yen Equivalent or the Swiss Franc Equivalent or the comparable equivalent of any Other Alternate Currency, as the case may be. "Replaced Lender" shall have the meaning provided in Section 1.14. "Replacement Lender" shall have the meaning provided in Section 1.14. "Required Lenders" shall mean at any time Non-Defaulting Lenders having at least a majority of the aggregate Commitments of all Non-Defaulting Lenders; provided that if the Total Commitment has been terminated, then the Required Lenders shall mean Lenders whose outstanding Loans equal or exceed a majority of the aggregate outstanding Loans at such time.

"Relevant Currency Equivalent" shall mean the Dollar Equivalent, the Deutsche Mark Equivalent, the Euro Equivalent, the Pounds Equivalent, the French Franc Equivalent, the Japanese Yen Equivalent or the Swiss Franc Equivalent or the comparable equivalent of any Other Alternate Currency, as the case may be. "Replaced Lender" shall have the meaning provided in Section 1.14. "Replacement Lender" shall have the meaning provided in Section 1.14. "Required Lenders" shall mean at any time Non-Defaulting Lenders having at least a majority of the aggregate Commitments of all Non-Defaulting Lenders; provided that if the Total Commitment has been terminated, then the Required Lenders shall mean Lenders whose outstanding Loans equal or exceed a majority of the aggregate outstanding Loans at such time. "Revolving Loan" shall have the meaning specified in Section 1.01(a). "Revolving Note" shall have the meaning provided in Section 1.06(a). "Section 3.04 Certificate" shall have the meaning provided in Section 3.04(b)(ii). "Spread" shall mean a percentage per annum in excess of, or less than, an Interest Rate Basis. "Spread Borrowing" shall mean a Competitive Bid Borrowing with respect to which a Borrower has requested the Bidder Lenders to make Competitive Bid Loans at a Spread over or under a specified Interest Rate Basis. "Statutory Accounting Principles" shall mean statutory accounting principles prescribed by the National Association of Insurance Commissioners that are to be used in making the calculations for purposes of determining compliance with the terms of this Agreement. "Sterling Equivalent" shall mean, at any time for the determination thereof, the amount of Pounds Sterling which could be purchased with the amount of Dollars involved in such computation at the spot exchange rate therefor as quoted by Deutsche Bank as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "Sterling LIBOR" shall mean, with respect to each Interest Period for any Loan denominated in Pounds Sterling, (I) the rate per annum that appears on page 3750 (or other appropriate page if such currency does not appear on such page) of the Dow Jones Telerate Screen (or any successive page) with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is the commencement date of such Interest Period or, if such a rate does not appear on page 3750 (or such other appropriate page) of the Dow Jones Telerate Screen (or any successor page) the offered quotations to first-class banks in the London interbank Eurodollar market by Deutsche Bank for Pounds Sterling deposits of amounts in same day funds comparable to the outstanding principal amount of such Loans with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which -41-

is the commencement of such Interest Period plus (II) the Associated Cost Rate for such Loans for such Interest Period. "Subsidiary" of any Person shall mean and include (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to "Subsidiary" shall mean a Subsidiary of Parent. "Swiss Franc Equivalent" shall mean, at any time for the determination thereof, the amount of Swiss Francs which

is the commencement of such Interest Period plus (II) the Associated Cost Rate for such Loans for such Interest Period. "Subsidiary" of any Person shall mean and include (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by such Person directly or indirectly through Subsidiaries and (ii) any partnership, association, joint venture or other entity in which such Person directly or indirectly through Subsidiaries, has more than a 50% equity interest at the time. Unless otherwise expressly provided, all references herein to "Subsidiary" shall mean a Subsidiary of Parent. "Swiss Franc Equivalent" shall mean, at any time for the determination thereof, the amount of Swiss Francs which could be purchased with the amount of Dollars involved in such computation at the spot exchange rate therefor as quoted by Deutsche Bank as of 11:00 A.M. (London time) on the date two Business Days prior to the date of any determination thereof for purchase on such date. "Swiss Franc LIBOR" shall mean, for each Interest Period applicable to any Loan denominated in Swiss Francs, the rate per annum that appears on page 3750 (or other appropriate page if such currency does not appear on such page) of the Dow Jones Telerate Screen (or any successor page) for Swiss Franc deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 (or such other appropriate page) of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for Swiss Franc deposits of amounts in same day funds comparable to the outstanding principal amount of such Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Swiss Francs" shall mean freely transferable lawful money of Switzerland. "Syndication Agent" shall mean The First National Bank of Chicago. "Taxes" shall have the meaning provided in Section 3.04(a). "Total Commitment" shall mean, at any time, the sum of the Commitments of each of the Lenders at such time. "Total Unutilized Commitment" shall mean, at any time, (i) the Total Commitment at such time less (ii) the sum of the aggregate Principal Amount of all outstanding Loans at such time. "Type" shall mean any type of Loan determined with respect to currency and the interest option applicable thereto. -42-

"UCC" shall mean the Uniform Commercial Code. "US LIBOR" shall mean for each Interest Period applicable to a Loan denominated in Dollars (other than a Base Rate Loan), the rate per annum that appears on page 3750 of the Dow Jones Telerate Screen (or any successor page) for Dollar deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for Dollar deposits of amounts in same day funds comparable to the outstanding principal amount of such Dollar denominated Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Wholly-Owned Subsidiary" of any Person shall mean any other Person to the extent all of the capital stock or other ownership interests in such other Person, other than directors' qualifying shares, is owned directly or

"UCC" shall mean the Uniform Commercial Code. "US LIBOR" shall mean for each Interest Period applicable to a Loan denominated in Dollars (other than a Base Rate Loan), the rate per annum that appears on page 3750 of the Dow Jones Telerate Screen (or any successor page) for Dollar deposits with maturities comparable to such Interest Period as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period or, if such a rate does not appear on page 3750 of the Dow Jones Telerate Screen (or any successor page), the offered quotations to first-class banks in the London interbank market by Deutsche Bank for Dollar deposits of amounts in same day funds comparable to the outstanding principal amount of such Dollar denominated Loan with maturities comparable to such Interest Period determined as of 11:00 A.M. (London time) on the date which is two Business Days prior to the commencement of such Interest Period. "Wholly-Owned Subsidiary" of any Person shall mean any other Person to the extent all of the capital stock or other ownership interests in such other Person, other than directors' qualifying shares, is owned directly or indirectly by such first Person. "Written" or "in writing" shall mean any form of written communication or a communication by means of facsimile transmission, telegraph or cable. SECTION 10. Agen