AGREEMENT AND SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.10
AGREEMENT
AND SECOND AMENDMENT
This
Agreement and Second Amendment to Credit Agreement (this “Amendment”)
dated
as of May 8, 2006 between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC. (the “Borrower”),
a
Texas corporation, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the
“Lender”),
a
national banking association;
WITNESSETH:
WHEREAS,
the Borrower and the Lender executed and delivered that certain Credit Agreement
(as heretofore amended and supplemented, the “Credit
Agreement”)
dated
as of May 9, 2005; and
WHEREAS,
the Borrower and the Lender now desire to (a) increase the Maximum Commitment
to
$18,000,000 and (b) extend the stated Termination Date to May 7,
2007;
NOW,
THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties herein set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are acknowledged, the
Borrower and the Lender do hereby agree as follows:
Section
1. The
following definitions contained in Section 1.1 of the Credit Agreement are
hereby amended to provide as follows:
Maximum
Commitment
means
$18,000,000, subject to reduction as provided in Section
2.3.
Termination
Date
means
the earlier of (a) May 7, 2007 or (b) the date specified by the Lender in
accordance with Section
7.1(3).
Section
2. Exhibit.
Exhibit
A to the Credit Agreement is hereby deleted, and there is hereby substituted
therefor a new Exhibit A, which shall be identical to Exhibit
A.
Section
3. Conditions.
This
Amendment shall not become effective until the Borrower shall have delivered
to
the Lender (a) a Secretary’s Certificate with respect to this Amendment, in
Proper Form and dated as of the date hereof, and (b) such other docu-ments
and information as the Lender shall reasonably request;
Section
4. Representations
True; No Default.
The
Borrower represents and warrants that the representations and warranties
contained in the Credit Documents are true and correct in all material respects
on and as of the date hereof as though made on and as of such date. The Borrower
hereby certifies that no event has occurred and is continuing which consti-tutes
a Default or an Event of Default.
Section
5. Ratification.
Except
as expressly amended hereby, the Credit Docu-ments shall remain in full force
and effect. The Credit Agreement, as hereby amended, and all rights and powers
created thereby or thereunder and under the other Credit Docu-ments are in
all
respects ratified and confirmed and remain in full force and
effect.
Section
6. Definitions
and References.
Any
term used herein which is defined in the Credit Agreement shall have the meaning
therein ascribed to it. The terms “Agreement” and “Credit Agreement” as used in
the Credit Documents or any other instrument, document or writing furnished
to
the Lender by the Borrower and referring to the Credit Agreement shall mean
the
Credit Agreement as hereby amended.
Section
7. Expenses;
Additional Information.
The
Borrower shall pay to the Lender all expenses incurred in connection with the
execution of this Amendment. The Borrower shall furnish to the Lender all such
other documents, consents and information relating to the Borrower as the Lender
may reasonably require.
Section
8. Miscellaneous.
This
Amendment (a) is a Credit Document and (b) may be executed in several
counterparts, and by the parties hereto on separate counter-parts, and each
counterpart, when so executed and delivered, shall constitute an original
agreement, and all such separate counterparts shall constitute but one and
the
same agreement.
THE
CREDIT DOCUMENTS (INCLUDING THIS AMENDMENT) REPRESENT THE FINAL AGREEMENT OF
THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN
WITNESS WHEREOF, the Borrower and the Lender have caused this Amendment to
be
signed by their respective duly authorized officers, effective as of the date
first above written.
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▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇ GROUP INC.,
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a
Texas corporation
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By:____________________________________
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Name:__________________________________
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Title:___________________________________
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JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,
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a
national banking association
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By:____________________________________
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Name:__________________________________
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Title:___________________________________
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Exhibit
A
- Note