AMENDMENT NO. 6 TO THECREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 6 TO THE CREDIT AGREEMENT

AMENDMENT NO. 6 TO THE CREDIT AGREEMENT (this “Amendment”), dated as of April 23, 2004, among Financial Security Assurance Inc. (“FSA”), the additional borrowers party hereto (together with FSA, the “Borrowers”), various banks (the “Banks”), US Bank, N.A. (the “New Bank”) and The Bank of New York, as agent (the “Agent”).  All capitalized terms defined in the hereinafter defined Credit Agreement shall have the same meaning when used herein unless otherwise defined herein.

W I T N E S S E T H:

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

WHEREAS, the New Bank desires to become a Bank under the Credit Agreement and ABN AMRO Bank N.V. (the “Exiting Bank”) desires to cease to be a Bank under the Credit Agreement; and

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

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

1.   New Bank.  Upon execution and delivery of this Amendment by the parties hereto, the New Bank shall become a Bank for all purposes of the Credit Agreement.

2.   Exiting Bank.  As of the open of business on April 23, 2004, the Exiting Bank shall have no further obligations under, or be a Bank for purposes of, the Credit Agreement.  The Exiting Bank shall, however, be entitled to receive its Commitment Commission to, but excluding, April 23, 2004, and any other amounts, if any, owing to it under the Credit Agreement, including, without limitation, any indemnities it may be entitled to pursuant to Section 12.01 of the Credit Agreement at any time in the future.

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

The expiration of the Commitments of the Banks to make Revolving Loans shall be April 22, 2005 (the “Revolving Loan Expiry Date”); provided, however, that before (but not earlier than 60 days nor later than 30 days before) the Revolving Loan Expiry Date then in effect, FSA may make a written request (an “Extension Request”) to the Agent at its Notice Office and to each of the Banks that the Revolving Loan Expiry Date be extended by 364 days.

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

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

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

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

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

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

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

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

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

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EXHIBIT A

SCHEDULE II

SCHEDULE OF COMMITMENTS

EXHIBIT B

SCHEDULE III

LENDING OFFICES