**Exhibit 10.44**

** **

**SECOND AMENDMENT TO**

**SEVENTHAMENDMENT AND RESTATED CREDIT AGREEMENT**

 

THISSECOND AMENDMENT TO SEVENTH AMENDMENT AND RESTATED CREDIT AGREEMENT (this “**Amendment**”)is made and entered into as of the 30th day of June, 2002, among **LANCERPARTNERSHIP, LTD.**, a Texas limited partnership (“**OperatingSubsidiary**”), and **LANCER DE MEXICO, S.A. de C.V.**, formerly known as NUEVA DISTRIBUIDORALANCERMEX, S.A. de C.V.**,**a *sociedadanónima de capital variable*organized under the laws of the UnitedMexican States (“**Mexico Subsidiary**”) (OperatingSubsidiary and Mexico Subsidiary are hereinafter referred to individually as a“**Borrower**”and collectively as “**Borrowers**”); **LANCER CORPORATION**, a Texas corporation (“**Parent Company**”); **LANCER CAPITAL CORPORATION**, a Delaware corporation (“**Lancer Capital**”) and **LANCERINTERNATIONAL SALES, INC.**, a Texas corporation, (“**LancerInternational**”) **SERVICIOS LANCERMEX, S.A. de C.V,** a *sociedad anónima de capital variable*organizedunder the laws of the United Mexican States (“**Servicios Lancermex**”), **INDUSTRIAS LANCERMEX, S.A. de C.V.,**a *sociedad anónima de capital variable*organizedunder the laws of the United Mexican States (“**Industrias Lancermex**”)(Lancer Capital, Lancer International, Servicios Lancermex,Industrias Lancermex and Operating Subsidiary, individually, a “**Guarantor**”and collectively, the “**Guarantors**”); and **THE FROST NATIONAL BANK** (“**Frost**”),a national banking association, individually and as agent for the Banks, **HARRIS TRUSTAND SAVINGS BANK**, an Illinois banking corporation (“**Harris**”),individually, and **WHITNEY NATIONAL BANK**, a national bankingassociation (“**Whitney**”), individually (individually, a “**Bank**”and collectively, the “**Banks**”).

 

**RECITALS**

 

A.               Borrowers,Parent Company, Guarantors and Banks entered into that certain SeventhAmendment and Restated Credit Agreementdated effective June 30, 2000, as amended pursuant to that certain FirstAmendment to Seventh Amendment and Restated Credit Agreement dated as of June30, 2001 (as amended, modified, restated and supplemented from time to time,the “**CreditAgreement**”).

 

B.                Borrowerhas requested that the Banks renew and extend the Loans and Commitments and tomodify certain of the covenants contained in the Credit Agreement.

 

C.                TheBanks are willing to agree to such requested change on the terms and conditionsset forth in this Amendment.

 

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**AGREEMENTS**

 

In consideration of the foregoing premises, the mutualagreements contained herein and other good and valuable consideration andreasonably equivalent value, the receipt and sufficiency of which are herebyacknowledged, the parties hereto agree as follows:

 

1.                Unlessotherwise defined herein, terms defined in the Credit Agreement and used hereinshall have the respective meanings set forth in the Credit Agreement.

 

2.                Thereference to “*$12,923,750.00*” in the third grammatical sentence of Section2.1(a)(1) of the Credit Agreement is deleted and replaced with *“$10,186,750.00*”

 

3.                Thereference to “*$1,900,000.00*” in the second grammatical sentence of Section2.1(a)(2) of the Credit Agreement is deleted and replaced with “*$1,300,000.00*.”

 

4.                Thereference to “*July 15, 2003*” in the last paragraph of Section 2.7 ofthe Credit Agreement is changed to “*July 15, 2005*.”

 

5.                Each of the references to “*July 15,2003*” in Sections 2.9(a) and (b) of the Credit Agreement areeach changed to “*July 15, 2005*.”

 

6.                The text of Section 2.9(c)of the Credit Agreement is herby deleted in its entirety and replaced with “*Intentionallyomitted*.”

 

7.                Section6.1(b)(i) of the Credit Agreement is hereby amended to add theparenthetical phrase “*(excluding gains or losses as a result ofdiscontinued operations in Brazil)*” immediately after the phrase “*EBIT of theCompanies determined on a consolidated basis*.”

 

8.                Section6.1(g)(ii) of the Credit Agreement is hereby amended to add theparenthetical phrase “*(excluding gains or losses as a result ofdiscontinued operations in Brazil)*” immediately after the phrase “*ConsolidatedEBITDA for the four-quarter period ending as of the end of such Fiscal Quarter*.”

 

9.                Section6.1(h) of the Credit Agreement is hereby amended to add the following atthe end of said section:

 
| 1/1/96 through 12/31/03 |   | $ | 32,000,000 |   |
|-------------------------|--------|---|------------|--------|
| 1/1/96 through 12/31/04 |   | $ | 36,000,000 |   |
| 1/1/96 through 12/31/05 |   | $ | 40,000,000 | .      |

 

 

10.              Section6.1(i) of the Credit Agreement is hereby amended in its entirety to read asfollows:

 

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(i)            theratio of (i) Cost of Goods Sold for the four-quarter period ending as of theend of each Fiscal Quarter to (ii) Total Inventory as of the end of any FiscalQuarter, to be less than for the four-quarter period ending as of the end ofsuch Fiscal Quarter set out below opposite the period in which such FiscalQuarter ends:

 
| as of the end of each Fiscal Quarter |   | 2.00 to 1.00 |   |
|--------------------------------------|--------|--------------|--------|
| as of the end of each Fiscal  Year   |   | 2.50 to 1.00 | .      |

 

11.              Section6.1(j)(a) of the Credit Agreement is hereby amended to add theparenthetical phrase “*(excluding gains or losses as a result ofdiscontinued operations in Brazil)*” immediately after the phrase “c*onsolidatedEBITDA*.”

 

12.              AnnexA of the Credit Agreement is hereby deleted in its entirety and replacedwith Annex A attached hereto and incorporated herein.

 

13.              ExhibitM — Compliance Certificate is hereby amended to incorporate the changesshown above to subsections 6.1 (b), (g), (h), (i) and (j) of the CreditAgreement.

 

14.              Byexecution hereof, Parent Company also reaffirms and renews that certainStock Pledge Agreement executed by Parent Companydated as of June 30, 2000.

 

15.              Inorder to induce the Agent and the Banks to enter into this Amendment, eachBorrower hereby represents and warrants to the Agent and the Banks that, as ofthe date of this Amendment, (a) the representations and warranties set forth inthe Credit Agreement and each other Loan Document are true and correct as ifmade on and as of the date hereof (other than those representations andwarranties expressly limited by their terms to a specific date), (b) no Defaultor Event of Default has occurred and is continuing, except as already acknowledgedin writing by Banks, and (c) no event has occurred since the date of the mostrecent financial statements delivered pursuant to Section 5.1 of theCredit Agreement that has caused a Material Adverse Effect, except asacknowledged in writing by Banks.

 

16.              EachBorrower hereby acknowledges and agrees that, to the best of their knowledgeand belief, no facts events status or conditions presently exist which, eithernow or with the passage of time or the giving of notice or both, presentlyconstitute or will constitute a basis for any claim or cause of action againstany of the Banks, or any defense to the payment of any of the indebtednessevidenced or to be evidenced by any of the Loan Documents.

 

17.              Inthe event that any one or more of the provisions contained in this Amendmentshall be determined invalid, illegal or unenforceable in any respect for 

 

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anyreason, the validity, legality and enforceability of any such provision orprovisions in every other respect and the remaining provisions of thisAmendment shall not be impaired in any way.

 

18.              Whenrequired or implied by the context used, defined terms used herein shallinclude the plural as well as the singular, and vice versa.

 

19.              ThisAmendment shall be governed by and construed in accordance with the internallaws of the State of Texas and applicable federal laws of the United States ofAmerica.  This Amendment has beenentered into in Bexar County, Texas and shall be performable for all purposesin Bexar County, Texas.  The courtswithin the State of Texas shall have jurisdiction over any and all disputesarising under or pertaining to this Amendment; and any such dispute shall beheard in the county or judicial district of the principal place of business ofThe Frost National Bank.

 

20.              ThisAmendment shall be binding upon and inure to the benefit of all parties heretoand their respective successors and assigns; provided, however, that neither ofthe Borrowers nor any of their respective successors or assigns may, withoutthe prior written consent of all of the Banks, assign any rights, powers,duties or obligations hereunder.

 

21.              ThisAmendment may be executed in any number of counterparts and by differentparties hereto on separate counterparts, each of which when so executed shallbe deemed to be an original and all of which when taken together shallconstitute but one and the same instrument.

 

22.              ThisAmendment constitutes a Loan Document.

 

IN WITNESS WHEREOF, the parties hereto have caused thisAmendment to be duly executed by their respective authorized signatories to beeffective as of the day and year first above written.

 
|   | OPERATING SUBSIDIARY:                             |
|--------|---------------------------------------------------|
|   |                                              |
|   | **LANCER PARTNERSHIP, LTD.**limited   partnership |
|   |                                              |
|   | By:                                               | Lancer Capital Corporation, a   Delaware corporation, general partner |
|   |                                              |
|   | By:                                               | /s/SCOTT  ADAMS |   |
|   | Name:                                             | Scott  Adams |   |
|   | Title:                                            | Secretary |   |

 

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|   | MEXICO SUBSIDIARY:                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                           |
|   | **LANCER DE MEXICO, S.A. de C.V.**, a *sociedad  anónima de capital variable*organized under the laws of the United   Mexican States                                                                                      |
|   |                                                                                                                                                                                                                           |
|   | By:                                                                                                                                                                                                                            | /s/SCOTT  ADAMS |   |
|   | Name:                                                                                                                                                                                                                          | Scott  Adams |   |
|   | Title:                                                                                                                                                                                                                         | Secretario |   |
|   |                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                           |
|   | GUARANTORS:                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                           |
|   | **LANCER  CORPORATION**, a Texas   corporation                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                           |
|   | By:                                                                                                                                                                                                                            | /s/SCOTT  ADAMS |   |
|   | Name:                                                                                                                                                                                                                          | Scott  Adams |   |
|   | Title:                                                                                                                                                                                                                         | Secretary |   |
|   |                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                           |
|   | **SERVICIOS LANCERMEX, S.A. de C.V.**,a *sociedad anónima de capital variable*organized under the laws of the United   Mexican States, solely as guarantor of the   indebtedness of Lancer de Mexico, S.A. de   C.V.      |
|   |                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                           |
|   | By:                                                                                                                                                                                                                            | /s/SCOTT  ADAMS |   |
|   | Name:                                                                                                                                                                                                                          | Scott  Adams |   |
|   | Title:                                                                                                                                                                                                                         | Secretario |   |
|   |                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                           |
|   | **INDUSTRIAS LANCERMEX, S.A. de   C.V.,** a *sociedad  anónima de capital variable*organized under the laws of the United   Mexican States, solely as guarantor of the   indebtedness of Lancer de Mexico, S.A. de   C.V. |
|   |                                                                                                                                                                                                                           |
|   | By:                                                                                                                                                                                                                            | /s/SCOTT  ADAMS |   |
|   | Name:                                                                                                                                                                                                                          | Scott  Adams |   |
|   | Title:                                                                                                                                                                                                                         | Secretario |   |
|        |                                                                                                                                                                                                                                |  |  |  |  |  |  |

 

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|   | **LANCER INTERNATIONAL SALES, INC.**,  a Texas corporation                                   |
|--------|----------------------------------------------------------------------------------------------|
|   |                                                                                         |
|   | By:                                                                                          | /s/SCOTT  ADAMS |   |
|   | Name:                                                                                        | Scott  Adams |   |
|   | Title:                                                                                       | Secretary |   |
|   |                                                                                         |
|   |                                                                                         |
|   | AGENT/BANKS:                                                                                 |
|   |                                                                                         |
|   | **THE FROST NATIONAL BANK**, a national   banking association, Individually and as the Agent |
|   |                                                                                         |
|   | By:                                                                                          | /s/KELLY  WEAVER |   |
|   | Name:                                                                                        | Kelly  Weaver |   |
|   | Title:                                                                                       | Vice  President |   |
|   |                                                                                         |
|   |                                                                                         |
|   | **WHITNEY NATIONAL BANK**, a national   banking association                                  |
|   |                                                                                         |   |   |
|   | By:                                                                                          | /s/ROBERT  BROWNING |   |
|   | Name:                                                                                        | Robert  Browning |   |
|   | Title:                                                                                       | Senior  Vice President |   |
|   |                                                                                         |   |   |
|   |                                                                                         |   |   |
|   | **HARRIS TRUST AND SAVINGS BANK**,  an Illinois banking corporation                          |
|   |                                                                                         |
|   | By:                                                                                          | /s/PAUL  J. RUBRICH |   |
|   | Name:                                                                                        | Paul  J. Rubrich |   |
|   | Title:                                                                                       | Vice  President |   |
|        |                                                                                              |  |  |  |  |  |  |  |

 

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**ANNEX A**

 

**THE FROSTNATIONAL BANK**, a nationalbanking association

 
| 1.     |   | Domestic Lending Office:       |           |           |
|--------|--------|--------------------------------|----------------|----------------|
|   |   |                           |           |           |
|   |   | The Frost National Bank        |           |           |
|   |   | 100 West Houston Street        |           |           |
|   |   | San Antonio, Texas  78205 |           |           |
|   |   |                           |           |           |
| 2.     |   | LIBOR Lending Office:          |           |           |
|   |   |                           |           |           |
|   |   | The Frost National Bank        |           |           |
|   |   | 100 West Houston Street        |           |           |
|   |   | San Antonio, Texas  78205 |           |           |
|   |   |                           |           |           |
| 3.     |   | Term  A Commitment:            |           | $5,093,375.00  |
|   |   |                           |           |           |
| 4.     |   | Term B Commitment:             |           | $650,000.00    |
|   |   |                           |           |           |
| 5.     |   | Revolving Commitment:          |           | $12,500,000.00 |
|   |   |                           |           |           |
| 6.     |   | Acquisition Commitment:        |           | 0              |
|   |   |                           |           |           |
| 7.     |   | Total Commitment:              |           | $18,243,375.00 |
|   |   |                           |           |           |
| 8.     |   | Information for Notices:       |           |           |
|   |   |                           |           |           |
|   |   | The Frost National Bank        |           |           |
|   |   | 100 West Houston Street        |           |           |
|   |   | San Antonio, Texas  78205 |           |           |
|   |   | Attention:  Beth Weakley  |           |           |
|   |   | Phone:                         | (210) 220-5393 |           |   |
|   |   | Fax:                           | (210) 220-4626 |           |   |

 

 

Annex A-1

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**ANNEX A**

 

**WHITNEY NATIONAL BANK**,****a national banking association

 
| 1.     |   | Domestic Lending Office:                            |           |          |
|--------|--------|-----------------------------------------------------|----------------|---------------|
|   |   |                                                |           |          |
|   |   | Whitney National Bank                               |           |          |
|   |   | 228 St. Charles Avenue New Orleans, Louisiana 70130 |
|   |   |
|   |   |                                                |           |          |
| 2.     |   | LIBOR Lending Office.                               |           |          |
|   |   |                                                |           |          |
|   |   | Whitney National Bank                               |           |          |
|   |   | 228 St. Charles Avenue                              |           |          |
|   |   | New Orleans, Louisiana 70130                        |
|   |   |                                                |           |          |
| 3.     |   | Term A Commitment:                                  |           | $1,701,187.25 |
|   |   |                                                |           |          |
| 4.     |   | Term B Commitment:                                  |           | $217,100.00   |
|   |   |                                                |           |          |
| 5.     |   | Revolving Commitment:                               |           | $4,175,000.00 |
|   |   |                                                |           |          |
| 6.     |   | Acquisition Commitment:                             |           | 0             |
|   |   |                                                |           |          |
| 7.     |   | Total Commitment:                                   |           | $6,093,287.25 |
|   |   |                                                |           |          |
| 8.     |   | Information for Notices:                            |           |          |
|   |   |                                                |           |          |
|   |   | Whitney National Bank                               |           |          |
|   |   | 228 St. Charles Avenue                              |           |          |
|   |   | New Orleans, Louisiana 70130                        |
|   |   | Attention Robert L. Browning, Senior Vice President |
|   |   |                                                |           |          |
|   |   | Phone:                                              | (504) 586-7163 |          |   |
|   |   | Fax:                                                | (504) 552-4622 |          |   |

 

 

Annex A-2

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**ANNEX A**

 

**HARRIS TRUST AND SAVINGS BANK**, an Illinois banking corporation

 
| 1.     |   | Domestic Lending Office:      |           |           |
|--------|--------|-------------------------------|----------------|----------------|
|   |   |                          |           |           |
|   |   | Harris Trust and Savings Bank |
|   |   | 111 West Monroe Street 5 East |
|   |   | Chicago, Illinois 60603       |           |           |
|   |   |                          |           |           |
| 2.     |   | LIBOR Lending Office.         |           |           |
|   |   |                          |           |           |
|   |   | Harris Trust and Savings Bank |           |
|   |   | 111 West Monroe Street 5 East |           |
|   |   | Chicago, Illinois 60603       |           |           |   |
|   |   |                          |           |           |   |
| 3.     |   | Term A Commitment:            |           | $3,392,187.75  |   |
|   |   |                          |           |           |   |
| 4.     |   | Term B Commitment:            |           | $432,900.00    |   |
|   |   |                          |           |           |   |
| 5.     |   | Revolving Commitment:         |           | $8,325,000.00  |   |
|   |   |                          |           |           |   |
| 6.     |   | Acquisition Commitment:       |           | 0              |   |
|   |   |                          |           |           |   |
| 7.     |   | Total Commitment:             |           | $12,150,087.75 |   |
|   |   |                          |           |           |   |
| 8.     |   | Information for Notices:      |           |           |   |
|   |   |                          |           |           |   |
|   |   | Harris Trust and Savings Bank |           |
|   |   | 111 West Monroe Street 5 East |           |
|   |   | Chicago, Illinois 60603       |           |           |   |
|   |   | Attention: Tim Broccolo       |           |           |   |
|   |   |                          |           |           |   |
|   |   | Phone:                        | (312) 461-2752 |           |   |   |
|   |   | Fax:                          | (312) 765-8382 |           |   |   |
|        |        |                               |                |                |  |  |  |  |

 

 

Annex A-3

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**ANNEX A**

 
| Address for  Operating Subsidiary:                                                           |
|----------------------------------------------------------------------------------------------|
|                                                                                         |
| Lancer Partnership, Ltd.                                                                     |
| 6655 Lancer Boulevard                                                                        |
| San Antonio, Texas 78219                                                                     |
| Attention: Chief Financial Officer                                                           |
| Phone:                                                                                  | (210) 310-7000 |
| Fax:                                                                                    | (210) 310-7091 |
|                                                                                         |
| Address for  Mexico Subsidiary:                                                              |
|                                                                                         |
| Lancer de Mexico, S.A. de C.V.                                                               |
| c/o Lancer Corporation                                                                       |
| 6655 Lancer Boulevard                                                                        |
| San Antonio, Texas 78219                                                                     |
| Attention: Chief Financial Officer                                                           |
| Phone:                                                                                       | (210) 310-7000 |
| Fax:                                                                                    | (210) 310-7091 |
|                                                                                         |
| Address for  Parent Company:                                                                 |
|                                                                                         |
| Lancer Corporation                                                                           |
| 6655 Lancer Boulevard                                                                        |
| San Antonio, Texas 78219                                                                     |
| Attention: Chief Financial Officer                                                           |
| Phone:                                                                                       | (210) 310-7000 |
| Fax:                                                                                    | (210) 310-7091 |
|                                                                                         |
| Address for Lancer Capital, Lancer International,  Servicios Lancermex,Industrias  Lancermex |
|                                                                                         |
| 6655 Lancer Boulevard                                                                        |
| San Antonio, Texas 78219                                                                     |
| Attention: Chief Financial Officer                                                           |
| Phone:                                                                                       | (210) 310-7000 |
| Fax:                                                                                    | (210) 310-7091 |

 

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