THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
Exhibit 10.14.3.3
THIRD AMENDMENT TO NOTE PURCHASE AGREEMENT
This Third Amendment (this “Amendment”) to the Note Purchase Agreement referenced below is entered into as of May 21, 2004, among CapitalSource Funding II Trust, a Delaware statutory trust (the “Issuer”), CS Funding II Depositor LLC, a Delaware limited liability company, as Depositor (in such capacity, the “Depositor”), CapitalSource Finance LLC, a Delaware limited liability company (“CapitalSource”), as Loan Originator (in such capacity, the “Loan Originator”) and as Servicer (in such capacity, the “Servicer”) and Citigroup Global Markets Realty Corp (the “Purchaser”).
R E C I T A L S:
WHEREAS, the Issuer, the Depositor, CapitalSource, the Loan Originator the Servicer and the Purchaser are parties to the Note Purchase Agreement, dated as of September 17, 2003 (as amended, supplemented and otherwise modified from time to time, the “Note Purchase Agreement”);
WHEREAS, the Issuer has requested that the definition of “Maximum Note Principal Amount” as set forth in the Note Purchase Agreement be amended to temporarily increase the Maximum Note Principal Balance to Six Hundred Eight Million Dollars ($608,000,000);
1. Amendments to the Note Purchase Agreement. Upon the execution and delivery of this Amendment and satisfaction of the conditions precedent set forth herein, the definition of “Maximum Note Principal Balance” in Section 1.01 of the Note Purchase Agreement is hereby amended and restated in its entirety as follows:
“Maximum Note Principal Balance” means an amount equal to Six Hundred Eight Million Dollars ($608,000,000), less (i) the aggregate outstanding Note Principal Balance of the Purchased Notes, less (ii) any reductions pursuant to Section 2.05 of the Sale and Servicing Agreement; provided that upon the earlier to occur of July 31, 2004 or the completion of a Securitization of any or all of the Loans, an amount equal to Four Hundred Million Dollars ($400,000,000), less (i) the aggregate outstanding Note Principal Balance of the Purchased Notes, less (ii) any reductions pursuant to Section 2.05 of the Sale and Servicing Agreement.
(a) Execution and Delivery of this Amendment. Each of the parties hereto shall have executed and delivered this Amendment.
(b) No Default or Event of Default. No Default or Event of Default shall have occurred or be continuing.
4. Defined Terms; Headings. All capitalized terms used herein, unless otherwise defined herein, have the same meanings provided herein or in the Note Purchase Agreement. The headings of the various Sections of this Amendment have been inserted for convenience of reference only and shall not be deemed to be part of this Amendment.
5. Limited Amendment. This Amendment is limited precisely as written and shall not be deemed to (a) be a consent to a waiver or any other term or condition of the Note Purchase Agreement, the other Basic Documents or any of the documents referred to therein or executed in connection therewith or (b) prejudice any right or rights the Purchaser may now have or may have in the future under or in connection with the Note Purchase Agreement, the other Basic Documents or any documents referred to therein or executed in connection therewith. Whenever the Note Purchase Agreement is referred to in the Note Purchase Agreement or any of the instruments, agreements or other documents or papers executed and delivered in connection therewith, it shall be deemed to mean the Note Purchase Agreement, as the case may be, as modified by this Amendment. Except as hereby amended, no other term, condition or provision of the Note Purchase Agreement shall be deemed modified or amended, and this Amendment shall not be considered a novation and all terms and conditions of the Note Purchase Agreement shall remain in full force and effect and are hereby ratified in all respects.
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CAPITALSOURCE FUNDING II TRUST, | ||||
By: | Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee | |||
By: | /s/ Xxxxx X. Xxxx | |||
Name: | Xxxxx X. Xxxx | |||
Title: | Financial Services Officer | |||
CS FUNDING II DEPOSITOR LLC, | ||||
as Depositor | ||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Senior Vice President | |||
CAPITALSOURCE FINANCE LLC, | ||||
as CapitalSource, Loan Originator and Servicer | ||||
By: | /s/ Xxxxxx X. Xxxxxxx | |||
Name: | Xxxxxx X. Xxxxxxx | |||
Title: | Senior Vice President |
[Signature Pages to Third Amendment to Note Purchase Agreement]
CITIGROUP GLOBAL MARKETS REALTY CORP., | ||||
as Purchaser | ||||
By: | /s/ Xxx Xxxxxxxxx | |||
Name: | Xxx Xxxxxxxxx | |||
Title: | Managing Director |
[Signature Pages to Third Amendment to Note Purchase Agreement]