Amendment No. 12 To Fifth Amended And Restated Revolving Loan And Letter Of Credit Agreement

Amendment No. 12
To
Fifth Amended And Restated Revolving Loan And Letter Of Credit Agreement

This Amendment No. 12 (this “Amendment”) is entered into as of November 1, 2007, among: the two entities included among the Borrower as listed on Exhibit A attached hereto (individually, and collectively, jointly and severally, the “Borrower”); the several entities included among the Guarantors as listed on Exhibit A attached hereto (each, individually, a “Guarantor,” and collectively, jointly and severally, the “Guarantors”); the several entities constituting the Majority Banks included among the Banks as listed on Exhibit A attached hereto (each, individually, a “Bank” and collectively, but not jointly, the “Banks”); and Bank of America, N.A. (“Bank of America”), as agent for the Banks (in such capacity, the “Agent”).

RECITALS

Reference is made to the following facts that constitute the background of this Amendment:

NOW, THEREFORE, in consideration of the foregoing recitals and of the representations, warranties, covenants and conditions set forth herein and in the Loan Agreement, and for other valuable consideration the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

Section 1 . Consent . Notwithstanding anything in the Credit Documents to the contrary, the Borrower and the Guarantors shall deliver:

(a) audited MuniMae Year-End Financial Statements, the related covenant compliance certificates and other information required pursuant Section 5.2 of Schedule 1 to the MuniMae Guaranty, and a copy of the accompanying Form 10-K for the fiscal year ending December 31, 2006 filed by MuniMae with the United States Securities and Exchange Commission (the “Form 10-K”), on or before February 15, 2008;

(b) promptly upon filing, copies of the Form 10-Qs filed with the United States Securities and Exchange Commission; and

(c) audited Tier 2 2006 Financial Statements and the related covenant compliance certificate and other information required pursuant to Section 5.6.2 of the Loan Agreement, on or before March 31, 2008.

Section 2 . Waiver . In accordance with the terms of Section 8.1 of the Loan Agreement, solely with respect to the Financial Statements, the Agent and the Banks hereby waive (a) compliance with Section 5.6.1(b) of the Loan Agreement and Section 5.1(b) of Schedule 1 to the MuniMae Guaranty, and (b) any Default or Event of Default under any Credit Document which may have resulted or may result solely from the failure to timely deliver the Financial Statements, but only to the extent that the same are delivered in accordance with Section 1 hereof. Failure to deliver the Financial Statements, the Form 10-K and, to the extent required, the Form 10-Qs as so provided, or failure to deliver or to file the same with the United States Securities and Exchange Commission, shall constitute an Event of Default under the Loan Agreement.

Section 3 . Collateral Letter of Credit .

(a) As additional security for the Obligations, MuniMae shall cause an irrevocable standby letter of credit to be issued by the Police and Fire Retirement System of the City of Detroit to the Agent, for the ratable benefit of the Banks, for the account of MuniMae in an amount of $14,000,000.00 (“Collateral Letter of Credit”).

(b) The Collateral Letter of Credit shall be in form and substance reasonably satisfactory to the Agent and, in any event, shall have a stated expiration date at least thirty (30) days after the Maturity Date. The Agent, for and on behalf of the Banks, agrees that it will not present a sight draft under the Collateral Letter of Credit unless an Event of Default has occurred and is continuing. The Agent further agrees, for and on behalf of the Banks, that it shall return the Collateral Letter of Credit to MuniMae for cancellation upon receipt of the Financial Statements, the Form 10-K and, to the extent required, the Form 10-Qs, in form and substance reasonably satisfactory to the Agent.

Section 4 . Waiver Fee . The Borrower shall pay to the Agent, simultaneously with the execution and delivery of this Amendment, for the pro rata benefit of the Banks, based on their respective Commitment Percentage, a waiver fee of $210,000.00 (the “Waiver Fee”).

Section 5 . Representations and Warranties . The Borrower and Guarantors, jointly and severally, represent and warrant to the Banks as of the effective date of this Amendment that, assuming the due execution and delivery of this Amendment: (a) no Default or Event of Default is in existence, from and after, or will result from, the execution and delivery of this Amendment or the consummation of any transactions contemplated hereby; (b) each of the representations and warranties of the Borrower and the Guarantors in the Loan Agreement and the other Credit Documents is true