Exhibit 10.1
SECOND AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
THIS SECOND AMENDMENT TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT (this “ Amendment
”) is made as of the 7th day of August, 2008, between
Crystal River Capital, Inc. , a Maryland corporation
(“ Borrower ”), and Brookfield US
Corporation, f/k/a Brascan (US) Corporation (“
Lender ”).
W I T N E S
S E T H :
WHEREAS, Borrower and Lender are
parties to that certain Amended and Restated Revolving Credit
Agreement dated as of November 8, 2007, as amended pursuant to
that certain First Amendment to Amended and Restated Revolving
Credit Agreement dated as of March 7, 2008 (as further
amended, restated, supplemented or otherwise modified from time to
time, the “ Credit Agreement ”; unless otherwise
defined herein, all capitalized terms used in this Amendment shall
have the meanings ascribed to such terms in the Credit Agreement);
and
WHEREAS, Borrower and Lender desire
to amend the Credit Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of
the premises set forth above, the terms and conditions contained
herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows:
1.
Amendments to the Credit
Agreement .
(a)
Section 5.4 of the Credit Agreement is hereby amended and
restated in its entirety as follows, effective as of June 30,
2008, as follows:
“5.4
Financial Covenants . For each fiscal quarter of
Borrower, commencing with the fiscal quarter ended June 30,
2008 and thereafter, maintain Net Worth in an amount equal to not
less than $40,000,000.”
2.
Conditions of
Effectiveness .
This Amendment shall become effective as of the date hereof when,
and only when, Lender shall have received:
(a)
a counterpart of this Amendment duly executed by Borrower;
and
(b)
such other information, documents, instruments or approvals as
Lender or Lender’s counsel may require.
3.
Representations and Warranties of
Borrower . Borrower
represents and warrants as follows:
(a)
Borrower is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland;
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