AMENDMENT NO. 3 TO CREDIT AGREEMENT
AMENDMENT NO. 3 TO CREDIT AGREEMENT (this "Amendment") dated as of December 2, 1996
among AMBAC Indemnity Corporation (the "Borrower"), Deutsche Bank AG, New York Branch ("Deutsche
Bank"), Landesbank Hessen-Thuringen Girozentrale, ("Helaba"), Bayerische Landesbank Girozentrale, ("BLG"),
Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., "Rabobank Nederland", New York Branch
("Rabobank" and, together with Helaba and BLG, the "New Banks"), and Deutsche Bank AG, New York
Branch, as Agent (the "Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, Deutsche Bank and the Agent have entered into a Credit Agreement, dated as of
December 2, 1993 (as amended to date, the "Agreement"); and
WHEREAS, each of the New Banks desire to become, and the Borrower, Deutsche Bank and the Agent desire
that the New Banks become, Banks pursuant to and for purposes of the Agreement; and
WHEREAS, the parties hereto desire to amend the Agreement as herein provided; and
WHEREAS, pursuant to Section 12.12 of the Agreement, the Agreement may be amended by the written
agreement of the Borrower, the Banks and the Agent;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties
hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Agreement.
2. Amendments. (a) The "December 2, 2002" date set forth in the first sentence of Section 3.04 is hereby
amended to "December 2, 2003".
(b) Schedule I is hereby deleted in its entirety and replaced with Exhibit A attached hereto.
3. No Default. The Borrower hereby represents and warrants to the Banks and the Agent that, both before and
after giving effect to this Amendment, no Default or Event of Default exists.
4. Representations and Warranties. The Borrower hereby represents and warrants to the Banks and the Agent
that, both before and after giving effect t