expenses incurred in connection therewith)."
1.5
AMENDMENTS TO ARTICLE VIII: FINANCIAL
COVENANTS.
SUBSECTION 8.8 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING
IT IN ITS ENTIRETY AND SUBSTITUTING THE FOLLOWING THEREFOR:
"8.8
Liquidity.
The Liquidity shall be (i) from the
Second Amendment Effective Date through September 29, 2009, not less than $0,
and (ii) from and after September 30, 2009, not less than $10,000,000.
1.6
AMENDMENTS TO ARTICLE IX: EVENTS OF DEFAULT.
ARTICLE IX OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING PARAGRAPH 9.4
THEREIN AND SUBSTITUTING THE FOLLOWING THEREFOR:
"9.4
(a) the dissolution or reorganization of a
Borrower, other than a dissolution or reorganization of a Borrower solely as a
result of an Internal Reorganization or (b) a Change of Control."
6
1.7
AMENDMENTS TO ARTICLE XI: THE AGENT.
A.
SECTION 11.13 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY DELETING CLAUSE (V) THEREIN AND SUBSTITUTING THE FOLLOWING
THEREFOR:
"(V) HAS BEEN PLACED UNDER A RECEIVERSHIP OR CONSERVATORSHIP BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION ("FDIC") AND THE FDIC HAS NOT ASSUMED THE
OBLIGATIONS OF SUCH LENDER UNDER THE LOAN DOCUMENTS AND AFFIRMED TO AGENT ITS
INTENT TO FULLY COMPLY WITH ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS, IN EACH
CASE IN WRITING IN FORM AND SUBSTANCE SATISFACTORY TO AGENT".
B.
SECTION 11.13 OF THE LOAN AGREEMENT IS
HEREBY AMENDED BY ADDING THE FOLLOWING NEW SENTENCE AT THE END THEREOF:
"NOTWITHSTANDING THE FOREGOING, IF A LENDER (I) WAS A DEFAULTING LENDER PURSUANT
TO CLAUSE (V) OF THIS SECTION 11.13, AND (II) SUCH LENDER IS NO LONGER A
DEFAULTING LENDER BUT IS STILL UNDER AN FDIC RECEIVERSHIP OR CONSERVATORSHIP (A
"SPECIAL LENDER"), THEN SUCH SPECIAL LENDER SHALL BE DEEMED TO HAVE ACTED WITH
RESPECT TO A SPECIFIC MATTER IN THE SAME MANNER AS THE MAJORITY OF OTHER LENDERS
(OTHER THAN THE DEFAULTING LENDERS) THAT HAVE EXPRESSLY VOTED, CONSENTED OR
WITHHELD CONSENT, OR DIRECTED ANY ACTION OF AGENT OR LENDERS IF SUCH SPECIAL
LENDER DOES NOT EXPRESSLY RESPOND TO ANY REQUEST FOR SUCH VOTE CONSENT OR
DIRECTION BY THE DATE AND TIME BY WHICH A RESPONSE WAS REQUESTED.
1.8
AMENDMENTS TO ARTICLE XIII: MISCELLANEOUS.
SECTION 13.10 OF THE LOAN AGREEMENT IS HEREBY AMENDED BY DELETING THE FIRST
ADDRESS FOR AGENT (OTHER THAN REGARDING FUNDINGS) THEREIN AND SUBSTITUTING THE
FOLLOWING THEREFOR:
"WACHOVIA BANK, NATIONAL ASSOCIATION
301 SOUTH COLLEGE STREET
CHARLOTTE, NC
28288
ATTENTION:
NATHAN RANTALA, DIRECTOR
FAX:
(704) 383-2647
EMAIL:
NATHAN.RANTALA@WACHOVIA.COM".
SECTION 2.
CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the satisfaction
of all of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "Second Amendment Effective Date"):
A.
ON OR BEFORE THE SECOND AMENDMENT
EFFECTIVE DATE, OBLIGORS SHALL DELIVER TO LENDERS (OR TO AGENT FOR LENDERS WITH
SUFFICIENT ORIGINALLY EXECUTED COPIES, WHERE APPROPRIATE, FOR EACH LENDER) THE
FOLLOWING, EACH, UNLESS OTHERWISE NOTED, DATED THE SECOND AMENDMENT EFFECTIVE
DATE:
1.
A CERTIFICATE, DATED AS OF THE SECOND
AMENDMENT EFFECTIVE DATE OF THE RESPECTIVE SECRETARY, GENERAL PARTNER, MANAGER