exv10w3



 





Exhibit 10.3




SECOND AMENDMENT TO LOAN AGREEMENT




     THIS SECOND AMENDMENT TO LOAN AGREEMENT (the “Second Amendment”) dated as of the 31st day of
December, 2006, to the Loan Agreement (the “Loan Agreement”), made and entered into as of December
31, 2004, by and among FIRST FINANCIAL BANKSHARES, INC., a Texas corporation, (the “Borrower”) and
THE FROST NATIONAL BANK (the “Lender”). All capitalized terms not otherwise defined herein shall
have the meaning ascribed to each of them in the Loan Agreement.



W I T N E S S E T H:




     WHEREAS, Borrower executed the Loan Agreement to govern those certain promissory notes from
Lender, specifically, that certain $50,000,000.00 Note (the “Note”);



     WHEREAS, the Borrower desires to renew and extend the unpaid principal balance of the Note;
and



     WHEREAS, the Lender agrees to renew and extend the Note, all as hereinafter provided.



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender do hereby agree
as follows:



ARTICLE I




Amendment to Loan Agreement




     1.1 Amendment to Section 2.02(a) of the Loan Agreement. Borrower and Lender agree to,
and do hereby, amend the Loan Agreement by deleting Section 2.02(a) of the Loan Agreement in its
entirety and substituting therefore the following paragraphs:




     “2.02 The Note. The obligation of Borrower to pay the Loan shall be evidenced
by a promissory note (the “Note”) executed by Borrower and payable to the order of Lender,
in the principal amount of $50,000,000 bearing interest at the variable rate set forth in
the Note. The Borrower shall pay principal and interest in accordance with the terms of the
Note, with the maturity date being as set forth in the Note.




     (a) Advances. From Closing Date and continuing at all times through December
31, 2007 (the “Revolving Credit Period”) the Loan evidenced by the Note shall be a revolving
credit facility which will allow the Borrower to request such amounts



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as Borrower may elect from time to time (each such amount being herein called an
“Advance”) so long as the aggregate amount of Advances outstanding at any time under the
Note does not exceed Fifty Million and No/100 Dollars ($50,000,000.00) provided however, the
minimum Advance must be at least $500,000.00. The Borrower shall have the right to borrow,
repay, and borrow again during the Revolving Credit Period. Interest shall be due and
payable quarterly and shall accrue at LIBOR plus 100 basis points. The outstanding
principal balance of the Note on December 31, 2007 shall convert to a term facility and
shall be payable quarterly in accordance with the terms of the Note, with all unpaid
principal plus all accrued and unpaid interest being due and payable on December 31, 2012.



ARTICLE II




Conditions of Effectiveness




     2.1 Effective Date. This Second Amendment shall become effective as of December 31,
2006, when, and only when, Lender shall have received counterparts of this Second Amendment
executed and delivered by Borrower and Lender, and when each of the following conditions shall have
been met, all in form, substance, and date satisfactory to Lender:




     (a) Closing Documents. Borrower shall have executed and delivered to Lender
(I) a Second Renewal Promissory Note, payable to the order of Lender as set forth therein,
duly executed on behalf of the Borrower, dated effective December 31, 2006 in the principal
amount of $50,000,000.00, (ii) Arbitration and Notice of Final Agreement, (iii) Certificate
of Corporate Resolutions, and (iv) this Second Amendment.




     (b) Additional Loan Documents. Borrower shall have executed and delivered to
Lender such other documents as shall have been requested by Lender to renew, and extend, the
Loan Documents to secure payment of the Obligations of Borrower, all in form satisfactory to
Lender and its counsel.



ARTICLE III




Representations and Warranties




     3.1 Representations and Warranties. In order to induce Lender to enter into this
Second Amendment, Borrower represents and warrants the following:




     (a) Borrower has the corporate power to execute and deliver this Second Amendment, the
Second Renewal Promissory Note, and other Loan Documents and to perform all of its
obligations in connection herewith and therewith.




     (b) The execution and delivery by Borrower of this Second Amendment, the Second
Renewal Promissory Note, and other Loan Documents and the performance of



SECOND AMENDMENT TO LOAN AGREEMENT — Page 2




 









 






its obligations in
connection herewith and therewith: (I) have been duly authorized or will be duly ratified
and affirmed by all requisite corporate action; (ii) will not violate any provision of law,
any order of any court or agency of government or the Articles of Incorporation or Bylaws of
such entity; (iii) will not be in conflict with, result in a breach of or constitute (alone
or with due notice or lapse of time or both) a default under any indenture, agreement or
other instrument; and (iv) will not require any registration with, consent or approval of or
other action by any federal, state, provincial or other governmental authority or regulatory
body.




     (c) There is no action, suit or proceeding at law or in equity or by or before any
governmental instrumentality or other agency or regulatory authority now pending or, to the
knowledge of Borrower, threatened against or affecting Borrower, or any properties or rights
of Borrower, or involving this Second Amendment or the transactions contemplated hereby
which, if adversely determined, would materially impair the right of Borrower to carry on
business substantially as now conducted or materially and adversely affect the financial
condition of Borrower, or materially and adversely affect the ability of Borrower to
consummate the transactions contemplated by this Second Amendment.




     (d) The representations and warranties of Borrower contained in the Loan Agreement,
this Second Amendment, the Second Renewal Promissory Note, and any other Loan Document
securing Borrower’s Obligations and indebtedness to Lender are correct and accurate on and
as of the date hereof as though made on and as of the date hereof, except to the extent that
the facts upon which such representations are based have been changed by the transactions
herein contemplated.



ARTICLE IV




Ratification of Obligations




     4.1 Ratification of Obligation. The Borrower does hereby acknowledge, ratify and
confirm that it is obligated and indebted to Lender as evidenced by the Loan Agreement (as amended
by the Second Amendment), the Second Renewal Promissory Note and all other Loan Documents.



     4.2 Ratification of Agreements. The Loan Agreement, this Second Amendment, the Second
Renewal Promissory Note, and each other Loan Document, as hereby amended, are acknowledged,
ratified and confirmed in all respects as being valid, existing, and of full force and effect. Any
reference to the Loan Agreement in any Loan Document shall be deemed to be
a reference to the Loan Agreement as amended by this Second Amendment. The execution,
delivery and effectiveness of this Second Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lender under the Loan Agreement, nor
constitute a waiver of any provision of the Loan Agreement.



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ARTICLE V




Miscellaneous




     5.1 Survival of Agreements. All representations, warranties, covenants and agreements
of Borrower, herein or in any other Loan Document shall survive the execution and delivery of this
Second Amendment, and the other Loan Documents and the performance hereof and thereof, including
without limitation the making or granting of the Loan and the delivery of the Second Renewal
Promissory Note and all other Loan Documents, and shall further survive until all of Borrower’s
Obligations to Lender are paid in full. All statements and agreements contained in any certificate
or instrument delivered by Borrower hereunder or under the Loan Documents to Lender shall be deemed
to constitute the representations and warranties by Borrower and/or agreements and covenants of
Borrower under this Second Amendment and under the Loan Agreement.



     5.2 Loan Document. This Second Amendment, the Second Renewal Promissory Note, and
each other Loan Document executed in connection herewith are each a Loan Document and all
provisions in the Loan Agreement, as amended, pertaining to Loan Documents apply hereto and
thereto.



     5.3 Governing Law. This Second Amendment shall be governed by and construed in all
respects in accordance with the laws of the State of Texas and any applicable laws of the United
States of America, including construction, validity and performance.



     5.4 Counterparts. This Second Amendment may be separately executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to constitute one and the same Second Amendment.



     5.5 Release of Claims. Borrower, by its execution of this Second Amendment, hereby
declares that it has no set-offs, counterclaims, defenses or other causes of action against Lender
arising out of the Loan, the renewal, modification and extension of the Loan, any documents
mentioned herein or otherwise; and, to the extent any such setoffs, counterclaims, defenses or
other causes of action which may exist, whether known or unknown, such items are hereby expressly
waived and released by Borrower.



     5.6 ENTIRE AGREEMENT. THIS SECOND AMENDMENT, TOGETHER WITH ANY LOAN DOCUMENTS
EXECUTED IN CONNECTION HEREWITH, CONTAINS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO RELATING
TO THE SUBJECT MATTER HEREOF AND THEREOF AND ALL PRIOR AGREEMENTS RELATIVE THERETO WHICH ARE NOT
CONTAINED HEREIN OR THEREIN ARE TERMINATED. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES. THIS SECOND AMENDMENT, AND THE LOAN DOCUMENTS MAY BE AMENDED, REVISED, WAIVED,
DISCHARGED, RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR



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INSTRUMENTS, EXECUTED BY THE
PARTY AGAINST WHICH ENFORCEMENT OF THE AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR
TERMINATION IS ASSERTED. ANY ALLEGED AMENDMENT, REVISION, WAIVER, DISCHARGE, RELEASE OR
TERMINATION WHICH IS NOT SO DOCUMENTED SHALL NOT BE EFFECTIVE AS TO ANY PARTY.



     IN WITNESS WHEREOF, this Second Amendment is executed effective as of the date first written
above.



	 	 	 
	BORROWER:

	 	FIRST FINANCIAL BANKSHARES, INC.
	 
	 	 
	 

	 	By: /S/ F. Scott Dueser
 Its: President
	 
	 	 
	LENDER:

	 	THE FROST NATIONAL BANK
	 
	 	 
	 

	 	By: /S/ Jerry L. Crutsinger

           Jerry L. Crutsinger, Senior Vice President






     The Guarantor is executing this Second Amendment to acknowledge the terms and conditions of
the renewal.



	 	 	 	 	 
	GUARANTOR:	 	FIRST FINANCIAL BANKSHARES OF DELAWARE, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its: