Exhibit 10.12.1
AMENDMENT
AMENDMENT (this "Amendment"), dated as of April 29, 2005, by and among MID-STATE
TRUST IX, as borrower (the "Borrower"), YC SUSI TRUST, as a lender (a "Lender"),
ATLANTIC ASSET SECURITIZATION CORP., 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 $200,000,000 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)
SECTION 2.3(A) IS AMENDED BY DELETING
CLAUSE (I) THEREIN IN ITS ENTIRETY, DELETING THE REFERENCE TO "(II)" THEREIN AND
REPLACING IT WITH "(I)," DELETING THE REFERENCE TO "OTHER" IN SUCH NEWLY
DESIGNATED CLAUSE "(I)" AND DELETING THE REFERENCE TO "(III)" THEREIN AND
REPLACING IT WITH "(II)."
(B)
SECTION 4.2(M) IS AMENDED BY DELETING THE
REFERENCE TO "$250,000,000" THEREIN AND REPLACING IT WITH "$125,000,000."
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(C)
THE REFERENCES TO "GROUP COMMITMENT" ON THE
SIGNATURE PAGES ARE AMENDED BY DELETING THE REFERENCES TO "$225,000,000" AND
"$175,000,000" THEREIN AND REPLACING EACH WITH "$100,000,000."
(D)
THE DEFINITION OF "ELIGIBLE ACCOUNT" IN
ANNEX A IS AMENDED BY (I) DELETING CLAUSE (AA) THEREIN AND REPLACING IT WITH THE
FOLLOWING:
"(aa)
which Account (i) has been originated in compliance
with all applicable laws, including, but not limited to, all applicable
anti-predatory and abusive lending laws, (ii) is not a High Cost Loan or Covered
Loan, as applicable (as such terms are defined in the then current Standard &
Poor's LEVELS® Glossary, which is now Version 5.6b Revised, Appendix E), (iii)
if originated on or after October 1, 2002 through March 6, 2003, is not