**Exhibit 10.141**

 

EXECUTION COPY

** **

**AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED CREDITAGREEMENT**

 

**THIS AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED CREDITAGREEMENT**, dated as of September 12, 2007 (this “*Amendment*”), is entered into by andamong F.I.R.C., INC., a Delaware corporation (the “*Borrower*”), the financial institutionslisted on the signature pages hereof (each individually a “*Bank*” and collectively, the “*Banks*”), WACHOVIA BANK, NATIONALASSOCIATION (f/k/a First Union National Bank), and WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company(“*Wachovia Securities*”).  Capitalized terms used and not otherwisedefined herein are used as defined in the Credit Agreement (as defined below).

 

WHEREAS,the parties hereto are entering into this Amendment to amend certain provisionsof the Second Amended and Restated Credit Agreement, dated as of November 15,2000 (as from time to time amended, supplemented or restated, the “*Credit**Agreement*”)by and among the Borrower, the financial institutions from time to time partythereto, and Wachovia Securities as Agent;

 

NOWTHEREFORE, in consideration of the premises and the other mutual covenantscontained herein, the parties hereto agree as follows:

 

SECTION 1:  Amendments.  Effective as of the Effective Date, theCredit Agreement is hereby amended as follows:

 

(a)           The definition of “Commitment” in Section 1.01of the Credit Agreement is  herebyamended to read in its entirety as follows:

 

“Commitmentmeans, as to any Bank, each Bank’s Loan Percentage of (i) through February 13,2008, $65,000,000 and (ii) after February 13, 2008, $50,000,000, ineither case, as such amount may be reduced or increased from time to timepursuant to the terms and provisions hereof.”

 

SECTION 2.  Effective Date.  This Amendment shall become effective as ofthe date (the “*Effective Date*”)on which each of the following conditions precedent shall have been satisfied:

 

(a)           Amendment.  The Agent and each Bank shall have receivedmultiple counterparts, as requested, of this Amendment, executed and deliveredby a duly authorized officer of each party hereto.

 

(b)           Covenants.  The Borrower is in compliance with each ofits covenants set forth herein and each of the Facility Documents to which itis a party.

 

(c)           No Default.  No event has occurred which constitutes aDefault or an Event of Default under the Facility Documents.

 

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(d)           Other Information.  The Borrower shall have taken such otheraction, including delivery of approvals, consents, opinions, documents andinstruments, as the Agent may reasonably request.

 

SECTION 3.  Miscellaneous.

 

(a)           References Credit Agreement.  Upon the effectiveness of this Amendment,each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,“herein”, or words of like import shall mean and be a reference to the CreditAgreement as amended hereby.

 

(b)           Effect on Credit Agreement.  Except as specifically amended above, theCredit Agreement and all other documents, instruments and agreements executedand/or delivered in connection therewith shall remain in full force and effectand are hereby ratified and confirmed.

 

(c)           No Waiver.  The execution, delivery and effectiveness ofthis Amendment shall not operate as a waiver of any right, power or remedy ofany Person under the Credit Agreement or any other document, instrument oragreement executed in connection therewith, nor constitute a waiver of anyprovision contained therein.

 

(d)           Successors and Assigns.  This Amendment shall be binding upon andshall inure to the benefit of the parties hereto and their respectivesuccessors and assigns.

 

(e)           Counterparts.  This Amendment may be executed in any numberof counterparts, and by the different parties hereto on the same or separatecounterparts, each of which shall be deemed to be an original instrument butall of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of asignature page by facsimile shall be effective as delivery of a manuallyexecuted counterpart of this Amendment.

 

(f)            Headings.  The descriptive headings of the varioussections of this Amendment are inserted for convenience of reference only andshall not be deemed to affect the meaning or construction of any of theprovisions hereof.

 

(g)           Amendments.  This Amendment may not be amended orotherwise modified except as provided in the Credit Agreement.

 

(h)           Costs and Expenses.  The Borrower agrees to pay, upon demand, allcosts and expenses (including, without limitation all attorneys’ fees andrelated expenses) incurred by the Agent in connection with the preparation,negotiation and execution of this Amendment.

 

(i)            **GOVERNINGLAW.  THIS AMENDMENT(INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALLBE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OFTEXAS, OTHER THAN THE CONFLICT OF LAW RULES THEREOF.**

 

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INWITNESS WHEREOF, the parties have caused this Amendment to be executed by theirrespective officers thereunto duty authorized, as of the date first abovewritten.

 
|   | F.I.R.C,  INC. |
|--------|----------------|
|   |           |
|   | By:            |   |   |
|   |           | Name: |
|   |           | Title: |
|        |                |  |  |  |

 

 

[signatures continued on next page]

 

*[Signature page to Amendment No. 13 toSecond Amended and Restated Credit Agreement]*

 

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|   | WACHOVIA  CAPITAL MARKETS, LLC       |
|--------|--------------------------------------|
|   |                                 |
|   |                                 | By: |   |   |
|   |                                 | Name: |
|   |                                 | Title: |
|   |                                 |
|   |                                 |
|   | WACHOVIA  BANK, NATIONAL ASSOCIATION |
|   |                                 |
|   |                                 | By: |   |   |
|   |                                 | Name: |
|   |                                 | Title: |
|   |                                 |
|   |                                 |

[end of signatures]

 

*[Signature page to Amendment No. 13 toSecond Amended and Restated Credit Agreement]*

 

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