exv10w5w1





EXHIBIT
10.5.1







     FIRST AMENDMENT, dated as of July 31, 2008 (“First Amendment”), to the Sale and Servicing
Agreement dated as of May 8, 2008 (as amended, restated or otherwise modified, the “Agreement”), by
and among CS Funding VII Depositor LLC, as the seller (the “Seller”), CapitalSource Finance LLC, as
the originator (the “Originator”), and as the servicer (the “Servicer”), each of the Issuers from
time to time party thereto (collectively, the “Issuers”), each of the Liquidity Banks from time to
time party thereto (collectively, the “Liquidity Banks”), Citicorp North America, Inc., as the
administrative agent for the Issuers and Liquidity Banks thereunder (the “Administrative Agent”);
and Wells Fargo Bank, National Association, not in its individual capacity but as the backup
servicer (the “Backup Servicer”), and not in its individual capacity but as the collateral
custodian (the “Collateral Custodian”). Terms not otherwise defined in this First Amendment shall
have the meanings set forth in the Agreement.



     The parties hereto desire to amend the Agreement as set forth below and the Servicer and the
Originator wish to request a reduction in the Combined Threshold Amount.



     Accordingly, for good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto agree as follows:



     Section 1. Amendments to the Agreement. Effective as of the Effective Date, the
Agreement is hereby amended as follows:




     (i) The definition of “Commitment” set forth in Section 1.1 of the Agreement is hereby
amended by replacing the dollar amount “$1,000,000,000” appearing in the third line thereof
with the dollar amount “$400,000,000”.




     (ii) The definition of “Combined Threshold Amount” set forth in Section 1.1 of the
Agreement is hereby amended and restated in its entirety to read as follows:




“Combined Threshold Amount”: For all periods unless and until a Fremont Failed Transaction
Date occurs, as of any day with respect to the Combined Advances Outstanding, the amounts set
forth on the chart below for the periods opposite such amounts:



	 	 	 
	Period	 	Combined Threshold Amount
	From the Closing Date until (but
not including) 30 days after the
Fremont Transfer Date

	 	$1,700,000,000 minus the Combined
Voluntary Reductions
	 
	 	 
	From 30 days after the Fremont
Transfer Date until (but not
including) 90 days after the
Fremont Transfer Date

	 	The lesser of (x) $1,250,000,000 and
(y) $1,700,000,000 minus the Combined
Voluntary Reductions
	 
	 	 
	From 90 days after the Fremont
Transfer Date until (but not
including) 180 days after the
Fremont Transfer Date

	 	The lesser of (x) $1,000,000,000 and
(y) $1,700,000,000 minus the Combined
Voluntary Reductions
	 
	 	 
	From and at all times after 180
days after the Fremont Transfer
Date

	 	The lesser of (x) $750,000,000 and (y)
$1,700,000,000 minus the Combined
Voluntary Reductions






 









 





provided; upon the occurrence of a Fremont Failed Transaction Date, the Combined Threshold Amount
with respect to the Combined Advances Outstanding, shall equal the amounts set forth on the chart
below for the periods opposite such amounts:




	 	 	 
	Period	 	Combined Threshold Amount
	From the Closing Date until (but
not including) 60 days following
the Fremont Failed Transaction
Date

	 	$1,700,000,000 minus the Combined
Voluntary Reductions
	 
	 	 
	From 60 days after the Fremont
Failed Transaction Date until
(but not including) 150 days
following the Fremont Failed
Transaction Date

	 	The lesser of (x) $1,250,000,000 and
(y) $1,700,000,000 minus the Combined
Voluntary Reductions
	 
	 	 
	From 150 days after the Fremont
Failed Transaction Date until
(but not including) 240 days
following the Fremont Failed
Transaction Date

	 	The lesser of (x) $1,000,000,000 and
(y) $1,700,000,000 minus the Combined
Voluntary Reductions
	 
	 	 
	From and at all times after 240
days after the Fremont Failed
Transaction Date

	 	The lesser of (x) $750,000,000 and (y)
$1,700,000,000 minus the Combined
Voluntary Reductions







     (iii) The definition of “Facility Amount” set forth in Section 1.1 of the Agreement is
hereby amended by replacing the dollar amount “$1,000,000,000” appearing in the second line
thereof with the dollar amount “$400,000,000”.




     (iv) The definition of “Issuer Purchase Limit” set forth in Section 1.1 of the
Agreement is hereby amended by replacing the dollar amount “$1,000,000,000” appearing in the
first line thereof with the dollar amount “$400,000,000”.



     Section 2. Notice by the Servicer and the Originator Reducing Combined Threshold
Amount. This First Amendment serves as a written request to the Administrative Agent by the
Servicer and the Originator in accordance with the defined term “Combined Voluntary Reductions” set
forth in Section 1.1 of the Agreement that the Servicer and the Originator desire to reduce the
Combined Threshold Amount by $600,000,000, and accordingly, constitutes a “Combined Voluntary
Reduction” in the amount of $600,000,000 as such term is utilized in the defined term “Combined
Threshold Amount”, effective as of the Effective Date.



     Section 3. Representations and Warranties of the Seller and the Servicer.



     Each of the Seller and the Servicer, jointly and severally, hereby represents and warrants as
of the date hereof as follows (which representations and warranties shall survive the execution and
delivery of this First Amendment):




     (i) The representations and warranties of each of the Seller and the Servicer set forth
in the Agreement are true and correct on and as of such date, after giving effect to this
First Amendment, as though made on and as of such date;



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     (ii) Following the effectiveness of this First Amendment, no event has occurred and is
continuing which constitutes a Termination Event or Unmatured Termination Event;




     (iii) Each of the Seller and the Servicer is in compliance with each of its covenants
and agreements set forth in the Transaction Documents; and




     (iv) This First Amendment has been duly executed and delivered by the Seller and the
Servicer and constitutes the legal, valid and binding obligation of the Seller and Servicer,
and is enforceable in accordance with its terms subject (x) as to enforcement of remedies,
to applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting the enforcement of creditors’ rights generally, from time to time in effect, and
(y) to general principles of equity.



     Section 4. Effective Date; Continued Effectiveness; Governing Law; Counterparts.



     (a) This First Amendment shall become effective as of the time and date (the “Effective Date”)
when the Administrative Agent shall have received a counterpart of this First Amendment, duly
executed and delivered on behalf of each of the parties hereto.



     (b) Nothing herein shall be deemed to be a waiver of any covenant, or agreement contained in,
or any Termination Event or Unmatured Termination Event under the Agreement and each of the parties
hereto agrees that all other covenants and agreements and other provisions contained in the
Agreement and the other Transaction Documents as modified by this First Amendment shall remain in
full force and effect from and after the date of this First Amendment.



     (c) THIS FIRST AMENDMENT, AND THE AGREEMENT AS AMENDED BY THE FIRST AMENDMENT, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING
EFFECT TO ANY CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).



     (d) This First Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts (including by facsimile or by electronic mail in portable
document format (pdf)), each of which when so executed shall be deemed to be an original and all of
which when taken together shall constitute one and the same agreement.



[Remainder of Page Intentionally Left Blank.]




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



	 	 	 	 	 	 	 
	THE SELLER:	 	CS FUNDING VII DEPOSITOR LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ JEFFREY A. LIPSON	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey A. Lipson	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	THE ORIGINATOR AND SERVICER:	 	CAPITALSOURCE FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ JEFFREY A. LIPSON	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Jeffrey A. Lipson	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 






[Signatures Continued on the Following Page]




 









 








	 	 	 	 	 	 	 
	ISSUER:	 	CHARTA, LLC,

in its capacity as an Issuer	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Citicorp North America, Inc.,	 	 
	 

	 	 	 	as Attorney-in-Fact	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ GERALD F. KEEFE	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald F. Keefe	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	LIQUIDITY BANK:	 	CITIBANK, N.A.,	 	 
	 	 	in its capacity as a Liquidity Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ GERALD F. KEEFE	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald F. Keefe	 	 
	 

	 	Title:
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	THE ADMINISTRATIVE AGENT	 	CITICORP NORTH AMERICA, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/S/ GERALD F. KEEFE	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Gerald F. Keefe	 	 
	 

	 	Title:
	 	 Vice President