Junior Subordinated IndentureIndenture Agreement |
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[TABERNA LOGO] TABERNA
CAPITAL MANAGEMENT, LLC May 13, 2008 Raphael Licht Dear Mr. Licht: Reference is hereby made to that certain Junior Subordinated Indenture, dated as of May 31, 2006, by and between Bresler and Reiner, Inc. (the "Company") and The Bank of New York Trust Company, National Association (as successor to JPMorgan Chase Bank, National Association, the "Trustee") (the "Indenture"). All capitalized terms used herein and not defined herein shall have the meaning ascribed to such terms in the Indenture. Reference is also hereby made to that certain Junior Subordinated Indenture, dated as of November 29, 2005, by and between the Company and the Trustee (the "Other Indenture"). Section 5.1(c) of the Indenture substantially provides that a "default in the performance, or breach, of any covenant or warranty of the Company in the Indenture and continuance of such default or breach for a period of thirty (30) days after there has been given (or ninety (90) days with respect to a default under 10.9(b)), by registered or certified mail" shall constitute an Event of Default. Pursuant to Section 10.9(a) of the Indenture, the Company covenanted that it would:
Pursuant to Section 10.9(b) of the Indenture, the Company covenanted that it would:
As of the date hereof, the Tangible Net Worth of the Company is less than $130,000,000 and the ratio of (i) EBITDA to (ii) Interest Charges is less than 1.5 to 1.0 for both the fiscal quarter and the preceding four fiscal quarters ending March 31, 2008. Taberna Capital Management, LLC ("Taberna") is the collateral manager for certain collateral debt obligation vehicles that collectively own and are the Holders of all of the Preferred Securities and the preferred securities issued in connection with the Other Indenture (the "Other Preferred Securities"), and, in such capacity, Taberna has the authority to (on behalf of the Holders) agree to the terms of this letter and to perform (or cause to be performed) the obligations of Taberna hereunder. In order to resolve the above-referenced violation, the Company acknowledges and agrees that it shall (i) not declare or pay any dividends from March 31, 2008 through th |
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