EXHIBIT 10.13.2
EXECUTION COPY
AMENDMENT
AMENDMENT (this "Amendment"), dated as of May 26, 2006, by and among MID-STATE
TRUST IX, as borrower (the "Borrower"), YC SUSI TRUST, as a lender (a "Lender"),
ATLANTIC ASSET SECURITIZATION LLC, as a lender (a "Lender", and together with YC
SUSI Trust, the "Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION, as
custodian/collateral agent (the "Collateral Agent"), BANK OF AMERICA, NATIONAL
ASSOCIATION, as agent (the "Agent"), a managing agent (a "Managing Agent") and a
bank investor (a "Bank Investor"), CALYON NEW YORK BRANCH, as a managing agent
(a "Managing Agent", and together with Bank of America, National Association,
the "Managing Agents") and a bank investor (a "Bank Investor") and the other
signatories hereto.
Capitalized terms used and not defined in this Amendment or in any of the
Operative Documents shall have the meanings given such terms in Annex A to the
Amended and Restated Variable Funding Loan Agreement, dated as of November 19,
2004, as amended from time to time (the "Loan Agreement"), among the Lenders,
the Borrower, the Collateral Agent, the Agent, each Bank Investor and the
Managing Agents.
PRELIMINARY STATEMENTS
WHEREAS, each of the signatories hereto is party to one or more of the Operative
Documents; and
WHEREAS, each of the signatories hereto acknowledges and agrees that the Net
Investment does not exceed $150,000,000 and therefore does not exceed the
Maximum Net Investment as required by Section 2.1(a) of the Loan Agreement; and
WHEREAS, each of the signatories hereto wish to amend certain of the Operative
Documents, as hereinafter provided;
NOW, THEREFORE, in consideration of the mutual covenants contained herein and in
the Loan Agreement, and other good and valuable consideration, the receipt and
adequacy of which is hereby expressly acknowledged, and intending to be legally
bound hereby, the parties hereto agree as follows:
SECTION 1.
AMENDMENTS TO THE LOAN AGREEMENT. THE LOAN AGREEMENT IS
HEREBY AMENDED AS FOLLOWS:
(A)
THE REFERENCES TO "GROUP COMMITMENT" ON THE SIGNATURE PAGES ARE
AMENDED BY DELETING THE REFERENCES TO "$100,000,000" THEREIN AND REPLACING EACH
WITH "$75,000,000."
(B)
THE DEFINITION OF "FACILITY LIMIT" IN ANNEX A IS AMENDED BY
DELETING THE REFERENCE TO "$200,000,000" THEREIN AND REPLACING IT WITH
"$150,000,000."
(C)
THE DEFINITION OF "MAXIMUM NET INVESTMENT" IN ANNEX A IS AMENDED
BY DELETING THE REFERENCE TO "$200,000,000" THEREIN
AND REPLACING IT WITH
"$150,000,000."
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SECTION 2.
CONDITIONS PRECEDENT. THIS AMENDMENT SHALL BECOME
EFFECTIVE, AS OF THE DATE HEREOF, ON THE DATE ON WHICH THE FOLLOWING CONDITIONS
PRECEDENT SHALL HAVE BEEN FULFILLED:
(A)
THIS AMENDMENT. EACH MANAGING AGENT SHALL HAVE RECEIVED
COUNTERPARTS OF THIS AMENDMENT, DULY EXECUTED BY EACH OF THE PARTIES HERETO.
(B)
VARIABLE FUNDING NOTES. EACH MANAGING AGENT SHALL SURRENDER ITS
VARIABLE FUNDING NOTE IN EXCHANGE FOR A NEW VARIABLE FUNDING NOTE REFLECTING THE
AMENDED GROUP COMMITMENT FOR THE RELATED GROUP.
(C)
ADDITIONAL DOCUMENTS. EACH MANAGING AGENT SHALL HAVE RECEIVED ALL
ADDITIONAL APPROVALS, CERTIFICATES, DOCUMENTS, INSTRUMENTS AND ITEMS OF
INFORMATION AS EACH MANAGING AGENT MAY REASONABLY REQUEST AND ALL OF THE
FOREGOING SHALL BE IN FORM AND