8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2008 (May 27, 2008)

MBIA INC.

(Exact name of registrant as specified in its charter)

Connecticut	1-9583	06-1185706
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

113 King Street, Armonk, New York	10504
(Addresses of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

914-273-4545

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. REGULATION FD DISCLOSURE.

MBIA Inc. (“MBIA”) issued a press release on May 27, 2008. A copy of the press release is attached as Exhibit 99.1 hereto.

The information in the press release is being furnished, not filed, pursuant to Item 7.01 of Form 8-K. Accordingly, the information in Item 7.01 of this Current Report, including Exhibit 99.1, will not be incorporated by reference into any registration statement filed by MBIA under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated by reference.

Item 8.01. OTHER EVENTS.

MBIA is filing herewith as Exhibit 10.1 and Exhibit 10.2 the previously disclosed Third Amendment and Fourth Amendment, respectively, to MBIA’s Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 10.1 Third Amendment, dated as of May 12, 2006, to the Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003, among MBIA Inc., MBIA Corp., various designated borrowers, various lending institutions, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers.

Exhibit 10.2 Fourth Amendment, dated as of January 8, 2008, to the Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003, among MBIA Inc., MBIA Corp., various designated borrowers, various lending institutions, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers.

Exhibit 99.1 Press release, dated May 27, 2008, issued by MBIA Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MBIA INC.
By:	/s/ Ram D. Wertheim
	Ram D. Wertheim
	General Counsel

Date: May 30, 2008

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EXHIBIT INDEX TO CURRENT REPORT ON FORM 8-K

Dated May 30, 2008

Exhibit 10.1	Third Amendment, dated as of May 12, 2006, to the Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003, among MBIA Inc., MBIA Corp., various designated borrowers, various lending institutions, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers.
Exhibit 10.2	Fourth Amendment, dated as of January 8, 2008, to the Second Amended and Restated Credit Agreement (5 year agreement), dated as of April 16, 2003, among MBIA Inc., MBIA Corp., various designated borrowers, various lending institutions, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers.
Exhibit 99.1	Press release, dated May 27, 2008, issued by MBIA Inc.

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EX-10.1

Exhibit 10.1

THIRD AMENDMENT

THIRD AMENDMENT (this “Amendment”), dated as of May 12, 2006 among MBIA INC. (“Parent”), a Connecticut corporation, MBIA INSURANCE CORPORATION (“Corp.”), a New York stock insurance corporation, the Designated Borrowers party to the Credit Agreement referred to below, the undersigned lenders party to the Credit Agreement (each, a “Continuing Lender” and, collectively, the “Continuing Lenders”), each lender that shall become a “Lender” under the Credit Agreement upon the effectiveness of this Amendment (each, a “New Lender” and, collectively, the “New Lenders”) and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined.

W I T N E S S E T H :

WHEREAS, the undersigned are party to a Second Amended and Restated Credit Agreement, dated as of August 28, 1998 and amended and restated as of April 19, 2002 and further amended and restated as of April 16, 2003, among Parent, Corp., the Designated Borrowers, the Administrative Agent, the Lenders party thereto from time to time, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers (as same has been further amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend the Credit Agreement as provided herein;

NOW, THEREFORE, it is agreed;

A. Amendments

1. Section 1.15 of the Credit Agreement is hereby amended by deleting the text “Second Amendment Effective Date” and inserting the text “Third Amendment Effective Date” in lieu thereof.

2. Section 4.02(c) of the Credit Agreement is hereby amended by inserting the text “(except for the representations and warranties set forth in Section 5.04(b) herein concerning whether there has been any event, act condition or occurrence having a Material Adverse Effect)” immediately following the text “Credit Documents” appearing in clause (ii) of said Section.

3. Section 5.04(a) of the Credit Agreement is hereby further amended by deleting the text “December 31, 2004” and inserting the text “December 31, 2005” in lieu thereof.

4. Section 5.04(b) of the Credit Agreement is hereby further amended by deleting the text “December 31, 2004” and inserting the text “December 31, 2005” in lieu thereof.

5. Section 5.07 of the Credit Agreement is hereby further amended by deleting the text “December 31, 2004” and inserting the text “December 31, 2005” in lieu thereof.

6. Section 9 of the Credit Agreement is hereby amended by deleting the definition of “Applicable Margin” in its entirety and inserting the following new definition of “Applicable Margin” in lieu thereof:

“ “Applicable Margin” shall mean, as of any date, with respect to (i) any Eurodollar Loan, Base Rate Loan, or Swingline Loan, a percentage per annum set forth below under the caption “Eurodollar Rate”, “Base Rate” or “Swing Rate”, as applicable, determined, in each case, by reference to (x) for Revolving Loans and Swingline Loans incurred by Parent, the Applicable Public Rating in effect on such date as set forth below under the caption “Parent’s Public Rating S&P/Moody’s” and (y) for Revolving Loans and Swingline Loans incurred by Corp. or a Designated Borrower, the Applicable Public Rating in effect on such date as set forth below under the caption “Corp’s Public Rating S&P/Moody’s” and (ii) any Facility Fee, the Applicable Margin per annum set forth below under the caption “Facility Fee” determined, in each case, by reference to the lower of Parent’s and Corp.’s Applicable Public Rating in effect on such date as set forth below under the captions “Parent’s Public Rating S&P/Moody’s” and “Corp’s Public Rating S&P/Moody’s” respectively:

Parent’s Public Rating S&P/Moody’s	Corp’s Public Rating S&P/Moody’s	Eurodollar Rate		Base Rate		Swing Rate		Facility Fee
Level 1 AA/Aa2 or above	Level 1 AAA/Aaa	0.13	%	0	%	0.13	%	0.07	%
Level 2 AA-/Aa3 or lower, but does not constitute Level 3 or 4	Level 2 AA+/Aa1 or lower, but does not constitute Level 3 or 4	0.17	%	0	%	0.17	%	0.08	%
Level 3 A+/ A1 or lower, but does not constitute Level 4	Level 3 AA/Aa2 or lower, but does not constitute Level 4	0.25	%	0	%	0.25	%	0.10	%
Level 4 A-/A3 or lower	Level 4 A+/A1 or lower	0.35	%	0	%	0.35	%	0.15	%

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provided that, (A) notwithstanding anything to the contrary set forth in the grid above (and notwithstanding the Applicable Public Rating at the time), upon the occurrence and during the continuance of any Event of Default, the Applicable Margin shall be the rate described above in Level 4; (B) for purposes of the foregoing, in the event of a split in the Applicable Public Rating from Moody’s and S&P, the applicable level shall be (1) the lower of such ratings in the event such ratings are one level apart, (2) the midpoint (if any) of such levels in the event such ratings are two or more levels apart and (3) the lower of the two intermediate ratings in the event there is no midpoint rating; (C) if at any time Parent or Corp., as the case may be, does not have an Applicable Public Rating with either Moody’s or S&P (other than by reason of the circumstances referred to in the last sentence of this definition), the Applicable Margin as set forth in Level 4 will apply; (D) if at any time either Moody’s or S&P shall not have in effect an Applicable Public Rating, the Applicable Margin shall be determined solely by the Applicable Public Rating established by the rating agency that does have an Applicable Public Rating then in effect; and (E) if at any time the Applicable Public Ratings established or deemed to have been established by Moody’s and S&P shall be changed (other than as a result of a change in the rating system of Moody’s or S&P), such change shall be effective as of the date on which it is first announced by the applicable rating agency. Each change in the Applicable Margin shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change. If the rating system of Moody’s or S&P shall change, or if either such rating agency shall cease to be in the business of providing the Applicable Public Rating, Parent (on its own behalf and/or on behalf of Corp.) and the Lenders shall negotiate in good faith to amend this definition to reflect such changed rating system or the unavailability of ratings from such rating agency and, pending the effectiveness of any such amendment, the Applicable Margin shall be determined by reference to the rating most recently in effect prior to such change or cessation.”

7. Section 9 of the Credit Agreement is hereby further amended by deleting the definition of “Final Maturity Date” in its entirety and inserting the following new definition of “Final Maturity Date” in lieu thereof:

“Final Maturity Date” shall mean May 12, 2011, or such later date to which the Final Maturity Date shall have been extended pursuant to Section 1.15.

8. Section 9 of the Credit Agreement is hereby further amended by inserting in the appropriate alphabetical order the following new definition:

“Third Amendment Effective Date” shall have the meaning provided in that certain Third Amendment, dated as of May 12, 2006, among Parent, Corp., the Designated Borrowers, the Lenders and the Administrative Agent.

9. The Credit Agreement is hereby further amended by deleting Annex I to the Credit Agreement in its entirety and replacing it with Annex I attached hereto.

10. The Credit Agreement is hereby further Amended by deleting Annex II to the Credit Agreement in its entirety and replacing it with Annex II attached hereto.

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B. Miscellaneous Provisions

1. In order to induce the Lenders to enter into this Amendment, each of Parent and Corp. hereby represents and warrants that (i) the representations and warranties of each of Parent and Corp. contained in the Credit Agreement and each other Credit Document are true and correct in all material respects on and as of the Third Amendment Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date) after giving effect to this Amendment and (ii) as of the date hereof, there exists no Default or Event of Default under the Credit Agreement after giving effect to this Amendment.

2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

4. This Amendment shall become effective on the date (the “Third Amendment Effective Date”) when (i) each Borrower, each Continuing Lender and each New Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent, (ii) there shall have been delivered to the Administrative Agent for the account of each Lender requesting the same, the appropriate Notes, in each case, executed by Parent and Corp., as applicable, and in each case in the amount, maturity and as otherwise provided in the Credit Agreement, (iii) (x) all accrued and unpaid interest on all Loans of each Lender that is neither a Continuing Lender nor a New Lender (each such Lender, a “Non-Continuing Lender” and, collectively, the “Non-Continuing Lenders”) shall have been paid in full (regardless of whether or not the Credit Agreement otherwise requires a payment of such interest at such time), (y) all fees, costs and expenses owing to each Non-Continuing Lender under the Credit Agreement shall have been paid in full and (z) the principal of all outstanding Loans (if any) of each Non-Continuing Lender shall have been repaid in full and (iv) on the Third Amendment Effective Date, the Borrowers shall have, or shall have caused to be, paid in full to the Administrative Agent all costs, expenses (including, without limitation, all reasonable legal fees and expenses) payable to the Administrative Agent, in each case, to the extent then due.

5. The parties hereby agree that on the Third Amendment Effective Date (i) each New Lender shall be a “Lender” under, and as defined in, the Credit Agreement and be bound by the terms thereof as a Lender and (ii) the Commitment of each Non-Continuing Lender (as in effect immediately prior to the Third Amendment Effective Date) shall be terminated and such Non-Continuing Lender shall cease for all purposes (other than with respect to indemnities contained in the Credit Documents which survive such termination) to constitute a Lender.

6. From and after the Third Amendment Effective Date, all references in the Credit Agreement and in the other Credit Documents shall be deemed to be referenced to the Credit Agreement as modified hereby.

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

MBIA INC.
By:	/s/ Richard Thevenet
Name:	Richard Thevenet
Title:	Treasurer
MBIA INSURANCE CORPORATION
By:	/s/ Richard Thevenet
Name:	Richard Thevenet
Title:	Treasurer
BARCLAYS BANK PLC,
Individually and as Administrative Agent
By:	/s/ Alison A. McGuigan
Name:	Alison A. McGuigan
Title:	Associate Director

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
By:	/s/ Jason Cassity
Name:	Jason Cassity
Title:	Vice President

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
KEYBANK NATIONAL ASSOCIATION
By:	/s/ Mary K. Young
Name:	Mary K. Young
Title:	Senior Vice President

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
THE BANK OF NEW YORK
By:	/s/ Richard G. Shaw
Name:	Richard G. Shaw
Title:	Vice President

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A.
By:	/s/ Lawrence Palumbo, Jr.
Name:	Lawrence Palumbo, Jr.
Title:	Vice President

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
NATIONAL AUSTRALIA BANK LIMITED
By:	/s/ Michael G. McHugh
Name:	Michael G. McHugh
Title:	Senior Vice President

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Beth McGinnis
Name:	Beth McGinnis
Title:	Senior Vice President

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Ruth Loung
Name:	Ruth Loung
Title:	Director
By:	/s/ John McGill
Name:	John McGill
Title:	Director

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
NORDDEUTSCHE LANDESBANK GIROZENTRALE
NEW YORK BRANCH and/or CAYMAN ISLANDS BRANCH
By:	/s/ Stephanie Finnen
Name:	Stephanie Finnen
Title:	Vice President
By:	/s/ Jutta Gieseler
Name:	Jutta Gieseler
Title:	Assistant Treasurer

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
CAJA MADRID
CAJA MADRID MIAMI AGENCY
By:	/s/ Pablo Hernandez
Name:	Pablo Hernandez
Title:	Head of UFIS
By:	/s/ Gema Gamez
Name:	Gema Gamez
Title:	Head of Capital Market

SIGNATURE PAGE TO THE THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED MULTI-YEAR CREDIT AGREEMENT, DATED AS OF MAY 12, 2006, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ Lawrence Karp
Name:	Lawrence Karp
Title:	Senior Vice President

ANNEX I

COMMITMENTS

Lender	Commitment
Barclays Bank PLC	$70,000,000
Bank of America, N.A.	$70,000,000
KeyBank National Association	$60,000,000
JPMorgan Chase Bank	$60,000,000
The Bank of New York	$60,000,000
HSBC Bank USA, National Association	$45,000,000
Deutsche Bank AG New York Branch and/or Cayman Islands Branch	$30,000,000
National Australia Bank Limited	$30,000,000
Caja Madrid	$25,000,000
Norddeutsche Landesbank Girozentrale New York Branch and/or Cayman Islands Branch	$25,000,000
Wells Fargo Bank, National Association	$25,000,000
Total:	$500,000,000

EX-10.2

Exhibit 10.2

FOURTH AMENDMENT

FOURTH AMENDMENT (this “Amendment”), dated as of January 8, 2008 among MBIA INC. (“Parent”), a Connecticut corporation, MBIA INSURANCE CORPORATION (“Corp.”), a New York stock insurance corporation, the Designated Borrowers party to the Credit Agreement referred to below, the undersigned lenders party to the Credit Agreement (each, a “Lender” and, collectively, the “Lenders”), and BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement referred to below are used herein as so defined.

W I T N E S S E T H :

WHEREAS, the undersigned are party to a Second Amended and Restated Credit Agreement, dated as of August 28, 1998 and amended and restated as of April 19, 2002 and further amended and restated as of April 16, 2003, among Parent, Corp., the Designated Borrowers, the Administrative Agent, the Lenders party thereto from time to time, Bank of America, N.A., as Syndication Agent, KeyBank National Association, JPMorgan Chase Bank and The Bank of New York, as Co-Documentation Agents, Barclays Capital, as Sole Bookrunner, and Barclays Capital and Banc of America Securities LLC, as Joint Lead Arrangers (as same has been further amended, restated, modified and/or supplemented to, but not including, the date hereof, the “Credit Agreement”); and

WHEREAS, subject to the terms and conditions set forth below, the parties hereto wish to amend the Credit Agreement as provided herein;

NOW, THEREFORE, it is agreed:

A. Amendments

1. Section 9 of the Credit Agreement is hereby amended by inserting in the appropriate alphabetical order the following new definition:

“2008 Surplus Notes” shall mean surplus notes issued by Corp. after January 1, 2008 and at any time upon or before March 31, 2008 in an aggregate principal amount of up to $1,000,000,000.

2. Section 9 of the Credit Agreement is hereby further amended by deleting the definition of “Consolidated Total Debt” in its entirety and inserting the following new definition of “Consolidated Total Debt” in lieu thereof:

“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; provided, that the 2008 Surplus Notes shall be treated as equity and not as Debt for purposes of Sections 7.07 and 7.08.

3. Section 9 of the Credit Agreement is hereby further amended by deleting the definition of “Consolidated Net Worth” in its entirety and inserting the following new definition of “Consolidated Net Worth” in lieu thereof:

“Consolidated Net Worth” shall mean the Net Worth of Parent and its Subsidiaries determined on a consolidated basis; provided, that the 2008 Surplus Notes shall be treated as equity and not as Debt for purposes of Sections 7.07 and 7.08.

B. Miscellaneous Provisions

1. In order to induce the Lenders to enter into this Amendment, each of Parent and Corp. hereby represents and warrants that (i) the representations and warranties of each of Parent and Corp. contained in the Credit Agreement and each other Credit Document are true and correct in all material respects on and as of the Fourth Amendment Effective Date (as defined below) (except with respect to any representations and warranties limited by their terms to a specific date, which shall be true and correct in all material respects as of such date) after giving effect to this Amendment and (ii) as of the date hereof, there exists no Default or Event of Default under the Credit Agreement after giving effect to this Amendment.

2. This Amendment is limited as specified and shall not constitute an amendment, modification, acceptance or waiver of any other provision of the Credit Agreement or any other Credit Document.

3. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.

4. This Amendment shall become effective on the date (the “Fourth Amendment Effective Date”) when each Borrower and the Required Lenders shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of telecopier) the same to the Administrative Agent.

5. From and after the Fourth Amendment Effective Date, all references in the Credit Agreement and in the other Credit Documents shall be deemed to be referenced to the Credit Agreement as modified hereby.

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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed and delivered as of the date first above written.

MBIA INC.
By:	/s/ Richard Thevenet
Name:	Richard Thevenel
Title:	MD & Treasurer
MBIA INSURANCE CORPORATION
By:	/s/ Richard Thevenet
Name:	Richard Thevenet
Title:	MD & Treasurer
BARCLAYS BANK PLC,
Individually and as Administrative Agent
By:	/s/ Russell C. Johnson
Name:	Russell C. Johnson
Title:	Associate Director

SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
BANK OF AMERICA, N.A.
By:	/s/ William E. Livingston III
Name:	William E. Livingston III
Title:	Senior Vice President

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
KEYBANK NATIONAL ASSOCIATION
By:	/s/ Mary K. Young
Name:	Mary K. Young
Title:	Senior Vice President

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
THE BANK OF NEW YORK
By:	/s/ Richard G. Shaw
Name:	Richard G. Shaw
Title:	Vice President

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
JPMORGAN CHASE BANK, N.A.
By:	/s/ Lawrence Palumbo, Jr.
Name:	Lawrence Palumbo, Jr.
Title:	Vice President

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
NATIONAL AUSTRALIA BANK LIMITED
By:	/s/ Clinton M. Johnson
Name:	Clinton M. Johnson
Title:	Managing Director

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ Robert C. Meyer
Name:	Robert C. Meyer
Title:	Senior Vice President

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
DEUTSCHE BANK AG NEW YORK BRANCH
By:	/s/ Richard Herder
Name:	Richard Herder
Title:	Managing Director
By:	/s/ Michael Campites
Name:	Michael Campites
Title:	Vice President

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
CAJA MADRID
CAJA MADRID MIAMI AGENCY
By:	/s/ Pablo Hernandez
Name:	Pablo Hernandez
Title:	Head of IFIs
By:	/s/ Jose Cueto
Name:	Jose Cueto
Title:	Deputy General Manager

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SIGNATURE PAGE TO THE FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 8, 2008, AMONG MBIA INC., MBIA INSURANCE CORPORATION, THE LENDERS FROM TIME TO TIME PARTY THERETO AND BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT
HSBC BANK USA, NATIONAL ASSOCIATION
By:	/s/ David W. Nelson
Name:	David W. Nelson
Title:	Managing Director

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EX-99.1

Exhibit 99.1

MBIA Inc.
113 King Street
Armonk, NY 10504
www.mbia.com

MEDIA ALERT

FINAL

MBIA, Media: Kevin Brown +1-914-765-3648

MBIA, Investor Relations: Greg Diamond +1-914-765-3190

APCO Worldwide, Media: Jim McCarthy +1-202-333-8810

MBIA COMMENTS ON ISSUANCE OF FASB STATEMENT No. 163

ARMONK, N.Y., May 27, 2008 (BUSINESS WIRE) — MBIA Inc. (NYSE: MBI) issued the following statement in response to the issuance of FASB Statement No. 163, Accounting for Financial Guarantee Insurance Contracts, by the Financial Accounting Standards Board (FASB) on Friday, May 23, 2008, which clarifies how FASB Statement No. 60, Accounting and Reporting for Insurance Enterprises, applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claim liabilities. The Statement also provides for expanded disclosures of financial guarantee insurance contracts. The Statement will be effective for MBIA as of January 1, 2009, with the exception of enhanced disclosures of risk management activities, which will be effective for MBIA as of July 1, 2008.

“The FASB’s new accounting and disclosure requirements will help standardize the financial guarantors’ approach to premium and claim liabilities recognition, and we expect that the increased disclosure requirements will be welcomed by our investors and good for the industry as a whole,” said C. Edward Chaplin, MBIA Chief Financial Officer. “Other than the effective date for enhanced disclosure of risk management activities, the Statement is not materially different from what we expected and had previously disclosed in our SEC filings and on our Web site. Although the Statement does not apply to financial guarantees written in credit default swap form, we plan to voluntarily provide disclosure on our CDS exposures that will be similar to that we will provide on our financial guarantee insurance policy exposures. As we have historically established case loss reserves based upon a ‘probable and reasonably estimable’ loss reserving standard, which is typically well in advance of a default, we do not expect a material impact on our case loss reserves. In addition, as the impact on our total loss reserves and other aspects of our financial reporting become clearer, we will provide supplemental information to the market.”

As noted above, in its SEC quarterly filings, the Company included commentary on the Exposure Draft which preceded FASB Statement Number 163, which is available in the Investor Relations section of MBIA’s Web site. Also, the Exposure Draft comment letters issued by the Association of Financial Guaranty Insurers and MBIA are available on the Investor Relations section of the MBIA’s Web site.

Forward-Looking Statements

This release contains statements about future results that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that these statements are not guarantees of future performance. There are a variety of factors, many of which are beyond MBIA’s control, which affect the

operations, performance, business strategy and results and could cause its actual results to differ materially from the expectations and objectives expressed in any forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements which speak only as of the date they are made. MBIA does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements are made. The reader should, however, consult any further disclosures MBIA may make in its future filings of its reports on Form 10-K, Form 10-Q and Form 8-K.

MBIA Inc., through its subsidiaries, is a leading financial guarantor and provider of specialized financial services. MBIA’s innovative and cost-effective products and services meet the credit enhancement, financial and investment needs of its public and private sector clients, domestically and internationally. MBIA Inc.’s principal operating subsidiary, MBIA Insurance Corporation, has financial strength ratings of Triple-A with a negative outlook from Standard & Poor’s Ratings Services and Triple-A with a negative outlook from Moody’s Investors Service. Please visit MBIA’s Web site at www.mbia.com.

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