exv10w14w1






Exhibit
10.14.1




EXECUTION COPY




AMENDMENT NO. 1




     This AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of December 31, 2008 is
entered into among CapitalSource Funding VIII LLC (the “Borrower”), CapitalSource Finance
LLC, a Delaware limited liability company (the “Servicer”), Deutsche Bank AG, New York Branch, as
administrative agent (the “Administrative Agent”) and as managing agent for the Lender (the
“Managing Agent”) and Nantucket Funding Corp., LLC (the “Lender”).



RECITALS




     WHEREAS, the parties hereto have entered into a Credit Agreement dated as of July 20, 2007
(as amended, supplemented or otherwise modified from time to time, the “Agreement”);



     WHEREAS, the parties hereto wish to amend the Credit Agreement in certain respects as
hereinafter set forth;



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



     SECTION 1. Definitions. All capitalized terms not otherwise defined herein are used
as defined in the Agreement.



     SECTION 2. Amendment.




     2.1 Section 2.7(a)(x) of the Agreement is hereby amended and restated in its
entirety as follows:




“(x) Tenth, (A) pro rata to each Lender, in an amount necessary to reduce the
Advances Outstanding to zero, and (B) all remaining amounts thereafter shall be
distributed to the Borrower.”



     SECTION 3. Acknowledgement. Each of the parties hereto acknowledges and agrees that
the amendment specified in Section 2 hereof shall be in effect as of the Payment Date
occurring in January, 2009 and reflected as such on the Periodic Report to be delivered prior to
such Payment Date for the most recently ended Settlement Period.



     SECTION 4. Conditions Precedent. This Amendment shall become effective as of the date
hereof when the Administrative Agent shall have received an original counterpart (or counterparts)
of this Amendment, executed and delivered by each of the parties hereto, or other evidence
satisfactory to the Administrative Agent of the execution and delivery of this Amendment by such
parties.



     SECTION 5. Miscellaneous.




     5.1 Reaffirmation of Covenants, Representations and Warranties. Upon
the effectiveness of this Amendment, each of the Borrower and the Servicer hereby agrees



 









 







that all representations and warranties made in the Agreement and the other Transaction Documents
shall be deemed to have been remade as of the effective date of this Amendment (except to the
extent such representations and warranties relate solely to an earlier date).




     5.2 Representations and Warranties. Each of the Borrower and the Servicer
hereby represents and warrants that (i) this Amendment constitutes a legal, valid and
binding obligation of such Person, enforceable against it in accordance with its terms and
(ii) upon the effectiveness of this Amendment, no Default or Event of Default shall have
occurred and be continuing.




     5.3 References to Agreement. Upon the effectiveness of this Amendment,
each reference in the Agreement to “this Agreement”,
“hereunder”, “hereof”, “herein”, or
words of like import shall mean and be a reference to the Agreement as amended hereby,
and each reference to the Agreement in any other document, instrument or agreement
executed and/or delivered in connection with the Agreement shall mean and be a
reference to the Agreement as amended hereby.




     5.4 Effect on Agreement. Except for the actions specifically stated above, the
Agreement and all other documents, instruments and agreements executed and/or
delivered in connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.




     5.5 No Waiver. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any Lender, any Managing
Agent or the Administrative Agent under the Agreement or any other document,
instrument or agreement executed in connection therewith, nor constitute a waiver or
amendment of any provision contained therein, except as specifically set forth herein.




     5.6 Governing Law. This Amendment, including the rights and duties of the
parties hereto, shall be governed by, and construed in accordance with, the laws of the
State of New York.




     5.7 Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns.




     5.8 Headings. The Section headings in this Amendment are inserted for
convenience of reference only and shall not affect the meaning or interpretation of this
Amendment or any provision hereof.




     5.9 Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which
shall constitute together but one and the same agreement.



2









 





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



	 	 	 	 	 	 	 	 	 	 	 
	BORROWER:	 	 	 	CAPITALSOURCE FUNDING VIII LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Jeffrey Lipson	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Jeffrey Lipson	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President & Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	SERVICER:	 	 	 	CAPITALSOURCE FINANCE LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Jeffrey Lipson	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Jeffrey Lipson	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President & Treasurer	 	 






Amendment No. 1




 









 








	 	 	 	 	 	 	 	 	 	 	 
	MANAGING AGENT for Nantucket
Funding Corp., LLC:	 	 	 	DEUTSCHE BANK AG, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Michael Cheng	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	MICHAEL CHENG	 	 
	 

	 	 	 	 	 	Title:
	 	DIRECTOR	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Peter Chuang	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	PETER CHUANG	 	 
	 

	 	 	 	 	 	Title:
	 	VICE PRESIDENT	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	ADMINISTRATIVE AGENT:	 	 	 	DEUTSCHE BANK AG, NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Michael Cheng	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	MICHAEL CHENG	 	 
	 

	 	 	 	 	 	Title:
	 	DIRECTOR	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Peter Chuang	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	PETER CHUANG	 	 
	 

	 	 	 	 	 	Title:
	 	VICE PRESIDENT	 	 






 









 






	 	 	 	 	 	 	 	 	 	 	 
	LENDER:	 	 	 	NANTUCKET FUNDING CORP., LLC	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By	 	/s/ Lori Gebron	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Lori Gebron	 	 
	 

	 	 	 	 	 	Title:
	 	Vice President	 	 






Amendment No. 1