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Exhibit 10.4(b)    
    


 
 

FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT    
    


        THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Amendment") is made as of the
7th day of March, 2008, between Crystal River Capital, Inc., a Maryland corporation
("Borrower"), and Brookfield US Corporation, f/k/a Brascan (US) Corporation
("Lender"). 


W
I T N E S
S E T H: 


        WHEREAS,
Borrower and Lender are parties to that certain Amended and Restated Revolving Credit Agreement dated as of November 8, 2007 (as further amended, restated, supplemented
or otherwise modified from time to time, the "Credit Agreement"; unless otherwise defined herein, all capitalized terms used in this Amendment shall
have the meanings ascribed to such terms in the Credit Agreement); and 


        WHEREAS,
Borrower and Lender desire to amend the Credit Agreement effective as of December 31, 2007 as hereinafter set forth; 


        NOW,
THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows: 


        1.    Amendments to the Credit Agreement.    



        (a)   Section 1.1
of the Credit Agreement is hereby amended and restated in its entirety, effective as of December 31, 2007, as follows: 



        "1.1    Accounting Terms.    Where explicitly indicated, as used in this Agreement, the Other Documents or any
certificate, report or other document made or delivered pursuant to this Agreement, accounting terms not defined in Section 1.2 or elsewhere in this Agreement and accounting terms partly
defined in Section 1.2 to the extent not defined, shall have the respective meanings given to them under GAAP." 




        (b)   Section 1.2
of the Credit Agreement is hereby modified and amended, effective as of December 31, 2007, by deleting the definitions of
"Adjusted Net Portfolio Value" and "Net Income" in their entirety. 



        (c)   Section 5.4
of the Credit Agreement is hereby amended and restated in its entirety, effective as of December 31, 2007, as follows: 



        "5.4    Financial Covenants.    


        (a)   For
each fiscal quarter of Borrower, commencing with the fiscal quarter ended December 31, 2007 and thereafter, maintain Net Worth in an amount equal to not less
than $100,000,000. 


        (b)   Commencing
in 2008, Net Worth, as reported in Borrower's most recent financial statements, shall not decline by 60% or more from the Net Worth as of
December 31st of the previous year." 




        (d)   Section 12.1
of the Credit Agreement is hereby amended and restated in its entirety as follows: 



        "12.1    Term.    This Agreement, which shall inure to the benefit of and shall be binding upon the respective
successors and permitted assigns of Borrower and Brascan, shall become 




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effective
on the date hereof and shall continue in full force and effect until May 15, 2009 (the "Term") unless sooner terminated as herein
provided." 





        2.    Conditions of Effectiveness.    This Amendment shall become effective as of the date hereof when, and only when,
Lender shall have received: 



        (a)   a
counterpart of this Amendment duly executed by Borrower; and 


        (b)   such
other information, documents, instruments or approvals as Lender or Lender's counsel may require. 




        3.    Representations and Warranties of Borrower.    Borrower represents and warrants as follows: 



        (a)   Borrower
is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland; 


        (b)   The
execution, delivery and performance by Borrower of this Amendment are within Borrower's corporate powers, have been duly authorized by all necessary corporate action
and do not (i) contravene Borrower's charter or by-laws, or (ii) violate the law or any material contractual restriction binding on or affecting Borrower; 



        (c)   No
authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery
and performance by Borrower of this Amendment; 


        (d)   Each
representation or warranty of Borrower set forth in the Credit Agreement is hereby restated and reaffirmed as true and correct on and as of the date of this
Amendment, and after giving effect to this Amendment, as if such representation or warranty were made on and as of the date of, and after giving effect to, this Amendment (except to the extent that
any such representation or warranty expressly relates to a prior specific date or period and except to the extent of changes in facts or circumstances permitted by the terms of the Credit Agreement); 



        (e)   This
Amendment constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in accordance with its terms; and 


        (f)    No
Default or Event of Default is existing. 




        4.    Reference to and Effect on the Credit Agreement and the Other Documents.    



        (a)   Upon
the effectiveness of this Amendment, on and after the date hereof each reference in the Credit Agreement to "this Agreement," "hereunder," "hereof" or words of like
import referring to the Credit Agreement, and each reference in the Other Documents to "the Credit Agreement," "thereunder," "thereof" or words of like import referring to the Credit Agreement, shall
mean and be a reference to the Credit Agreement as amended hereby. 


        (b)   Except
as specifically amended above, the Credit Agreement and all Other Documents, are and shall continue to be in full force and effect and are hereby in all respects
ratified and confirmed. Borrower has no knowledge of any challenge to Lender's claims arising under the Credit Agreement or the Other Documents or the effectiveness of the Credit Agreement or the
Other Documents. 


        (c)   The
execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of Lender
under any of the Credit Agreement or the Other Documents, nor constitute a waiver of any provision of any of the Credit Agreement or the Other Documents. This Amendment shall not constitute a
modification of the Credit Agreement or a course of dealing with Lender at variance with the Credit Agreement such as to require further notice by Lender to require strict compliance with the terms 



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of
the Credit Agreement and the Other Documents in the future, except as expressly set forth herein. 




        5.    Costs and Expenses.    Borrower agrees to pay on demand all reasonable costs and expenses in connection with the
preparation, execution, delivery, administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder, including, without limitation, the
reasonable fees and out-of-pocket expenses of counsel for Lender with respect thereto and with respect to advising Lender as to its rights and responsibilities hereunder and
thereunder. 


        6.    Governing Law.    This Amendment shall be governed by and construed in accordance with the laws of the State of
New York without regard to conflict of laws principles of such state. 


        7.    Counterparts.    This Amendment may be executed by one or more of the parties hereto on any number of separate
counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this
Amendment by facsimile or electronic mail transmission shall be as effective as delivery of a manually executed counterpart hereof. 


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of page intentionally left blank] 


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        IN
WITNESS WHEREOF, the parties hereto have caused their respective duly authorized officers or representatives to execute and deliver this Amendment as of the day and year first written
above. 



	

 	
 	

CRYSTAL RIVER CAPITAL, INC.
	

 	
 	

By:	

/s/  CLIFFORD E. LAI      
 Name:  Clifford E. Lai

Title:    President and Chief Executive Officer
	

 	
 	

BROOKFIELD US CORPORATION, F/K/A BRASCAN (US) CORPORATION
	

 	
 	

By:	

/s/  JAY SHETH      
 Name:  Jay Sheth

Title:    Vice President




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Exhibit 10.4(b)


FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT