2          SECTION 1. Defined Terms. Capitalized terms used and not defined herein have themeanings given to them in the RPA.          SECTION 2. Waiver. Effective as of the Effective Date (as defined in Section 6), thePurchasers hereby waive (i) any Unmatured Termination Event or Termination Event that may haveoccurred under Section 10.1(a) of the RPA as a result of the delivery pursuant to Sections 7.2(b)and (c) prior to the date hereof of consolidated financial statements of LOL that failed to conformto GAAP, but only to the extent that such failure was attributable to the matters set forth in theDisclosures, (ii) any Unmatured Termination Event or Termination Event that may have occurred underSection 10.1(b) of the RPA that is attributable to any inaccuracy in the representations andwarranties contained in Sections 6.1(l) and 6.2(h) of the RPA made or deemed to have been made byLOL prior to the date hereof, but only to the extent such inaccuracy was solely attributable to theexistence of an Unmatured Termination Event or Termination Event referred to in clause (i) above,and (iii) any Event of Default that may have occurred under Section 10.1(a) of the RPA as a resultof the failure by LOL under Section 7.2(e) of the RPA to furnish to the Administrator writtennotice of Unmatured Termination Event or Termination Event subject to the waivers set forth inclauses (i) and (ii) above.          SECTION 3. Amendment to Exhibit 3.1(a)-1 (Form of Servicer Report) of the RPA. Exhibit3.1(a)-1 (Form of Servicer Report) to the RPA is hereby amended by deleting the existing Exhibit3.1(a) in its entirety and inserting in lieu thereof the new Exhibit 3.1(a)-l attached hereto asAmendment Exhibit A.          SECTION 4. Conditions Subsequent. The waivers set forth in Section 2 hereof shallautomatically expire and be of no further force or effect, with the same effect as if they had notbeen granted, without the necessity of any action by the Administrator or any Purchaser, if (i) LOLdoes not on or prior to March 31, 2009 file with the Securities and Exchange Commission theSeptember 30, 2008 10-Q Report containing the Disclosures substantially the same in all significantrespects as the Disclosure previously furnished to the Purchasers, (ii) the Restatements have notbeen filed with the Securities and Exchange Commission or delivered to the Administrative Agent onor prior to March 31, 2009 or (iii) KPMG has not, on or prior to the time when the Restatements areso filed or delivered, issued its audit opinion with respect to the LOL’s consolidated financialstatements for the 2006 and 2007 fiscal years.          SECTION 5. Representations and Warranties. Each of Seller and LOL hereby representsand warrants to the Administrator and the Purchasers that as of the date hereof:          (a) after giving effect to this Amendment, all representations and warranties ofLOL and Seller contained in the RPA and the other Transaction Documents are true and correctin all material respects as of the date hereof (except with respect to representations andwarranties expressly made only as of an earlier date, which representations and warrantiesweretrue and correct in all material respects as of such earlier date); and          (b) after giving effect to this Amendment, no Unmatured Termination Event orTermination Event has occurred and is continuing.
 

 
 3          SECTION 6. Effectiveness. This Amendment shall become effective on the date (the“Effective Date”) on which (i) the Administrator shall have received counterparts hereofduly executed and delivered by Seller, LOL and the Required Purchasers and (ii) LOL shall have paidto the Administrator in immediately available funds, for the account of each Purchaser that hasexecuted and delivered this Amendment prior to 12:00 noon, New York time, on February 20, 2009, awaiver fee in an amount equal to such Purchaser’s Pro Rata Share of 0.125% of the total FacilityLimit.          SECTION 7. No Amendments or Other Waivers; Confirmation. Except as expressly set forthherein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of,or otherwise affect the rights and remedies of the Purchasers or the Administrator under, the RPAor any other Transaction Document, and shall not alter, modify, amend or in any way affect any ofthe terms, conditions, obligations, covenants or agreements contained in the RPA or any otherTransaction Document, all of which are ratified and affirmed in all respects and shall continue infull force and effect. Nothing herein shall be deemed to establish a precedent for purposes ofinterpreting the provisions of the RPA or to entitle LOL, Seller or any Originator to a consent to,or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations,covenants or agreements contained in the RPA or any other Transaction Document in similar ordifferent circumstances. This Amendment shall be effective only with respect to such UnmaturedTermination Events or Termination Events as are specifically waived herein and shall not extend toany other Termination Event.          SECTION 8. Expenses. LOL agrees to reimburse the Administrator for its reasonableout-of-pocket expenses in connection with this Amendment, including the reasonable fees, chargesand disbursements of counsel for the Administrator.          SECTION 9. Governing Law; Counterparts, (a) This Amendment and the rights andobligations of the parties hereto shall be governed by, and construed and interpreted in accordancewith, the laws of the State of Colorado.          (b) This Amendment may be executed by one or more of the parties to this Amendment on anynumber of separate counterparts, and all of said counterparts taken together shall be deemed toconstitute one and the same instrument. This Amendment may be delivered by facsimile or otherelectronic transmission of the relevant signature pages hereof.          SECTION 10. Headings. The headings of this Amendment are for purposes of referenceonly and shall not limit or otherwise affect the meaning hereof.
 

 
 4     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered by their duly authorized officers as of the day and year first above written.      LOL SPV, INC., as Seller