AMENDMENT NO. 5 TO MASTER LOAN AGREEMENT
AMENDMENT
NO. 5
Amendment
No. 5, dated as of September 28, 2007 (this “Amendment”),
between ▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK USA (the “Lender”)
and
MRU FUNDING SPV INC. (the “Borrower”).
RECITALS
The
Lender and the Borrower are parties to that certain Amended and Restated Master
Loan Agreement, dated as of February 1, 2007, as amended by that certain
Amendment No. 1 dated as of March 9, 2007, Amendment No. 2 dated as of March
27,
2007, Amendment No. 3 dated as of April 27, 2007 and Amendment No. 4, dated
as
of July 27, 2007 (the “Existing
Loan Agreement”;
as
amended by this Amendment, the “Loan
Agreement”).
Capitalized terms used but not otherwise defined herein shall have the meanings
given to them in the Existing Loan Agreement.
The
Lender and the Borrower have agreed, subject to the terms and conditions of
this
Amendment, that the Existing Loan Agreement be amended to reflect certain agreed
upon revisions to the terms of the Existing Loan Agreement;
Accordingly,
the Lender and the Borrower hereby agree, in consideration of the mutual
promises and mutual obligations set forth herein, that the Existing Loan
Agreement is hereby amended as follows:
SECTION
1. Definitions.
Schedule 1 of the Existing Loan Agreement is hereby amended by deleting the
definitions of “Applicable
Margin”,
“Collateral
Percentage”,
“Commitment”
and
“Termination
Date”
in
their entirety and replacing them with the following language:
“Applicable
Margin”
shall
mean (a) with respect to all Private Loans, 2.00%, and (b) with respect to
all
Federal Loans, 0.60%.
“Collateral
Percentage”
shall
mean (a) with respect to all Private Loans, 91% and (b) with respect to all
Federal Loans, 95%.
“Commitment”
shall
mean (a) $145,000,000, or (b) such other amount as revised pursuant to Section
2.13 of the Loan Agreement.
“Termination
Date”
shall
mean (a) December 24, 2007, (b) such earlier date on which the Loan Agreement
shall terminate in accordance with the provisions thereof or by operation of
law
or (c) such other date as may be extended by the Lender pursuant to Section
2.12
or 3.04 of the Loan Agreement.
SECTION
2. Conditions
Precedent. This
Amendment shall become effective as of October 15, 2007 (the “Amendment
Effective Date”),
subject to the satisfaction of the following conditions precedent:
2.1 Delivered
Documents. On
the Amendment Effective Date, the Lender shall have received the following
documents and payments, each of which shall be satisfactory to the Lender in
form and substance:
(1) this
Amendment, executed and delivered by duly authorized officers of the Lender
and
the Borrower;
(2) such
other documents as the Lender or counsel to the Lender may reasonably
request.
SECTION
3. Limited
Effect. Except
as
expressly amended and modified by this Amendment, the Existing Loan Agreement
shall continue to be, and shall remain, in full force and effect in accordance
with its terms.
SECTION
4. Confidentiality.
The
parties hereto acknowledge that this Amendment, the Existing Loan Agreement,
and
all drafts thereof, documents relating thereto and transactions contemplated
thereby are confidential in nature and the Borrower agrees that, unless
otherwise directed by a court of competent jurisdiction, it shall limit the
distribution of such documents and the discussion of such transactions to such
of its officers, employees, attorneys, accountants and agents as may be required
in order to fulfill its obligations under such documents and with respect to
such transactions.
SECTION
5. Counterparts. This
Amendment may be executed by each of the parties hereto in any number of
separate counterparts, each of which shall be an original and all of which
taken
together shall constitute one and the same instrument.
SECTION
6. GOVERNING
LAW. THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF
THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS
THEREOF.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the parties have caused their names to be signed hereto by
their respective officers thereunto duly authorized as of the day and year
first
above written.
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Lender:
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▇▇▇▇▇▇▇
▇▇▇▇▇ BANK USA,
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| as Lender | ||
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ |
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| Title: Authorized Signatory | ||
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Borrower:
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MRU
FUNDING SPV INC.,
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| as Borrower | ||
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| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
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Name: ▇▇▇▇▇▇ ▇▇▇▇ |
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| Title: | ||