exv10w6






EXHIBIT 10.6




FIRST AMENDMENT TO CREDIT AGREEMENT




     This FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated effective as of
September 30, 2008, is among CRAFTMADE INTERNATIONAL, INC., a Delaware corporation
(“Borrower”), each other Obligor, THE FROST NATIONAL BANK, in its capacity as
administrative agent (“Administrative Agent”), and the lenders listed on the signature pages hereof
as Lenders (the “Lenders”).



RECITALS:




     Borrower, Administrative Agent and Lenders have previously entered into the Third Amended and
Restated Credit Agreement dated as of December 31, 2007 (such agreement, together with all
amendments and restatements, the “Credit Agreement”).



     Borrower has requested amendments to certain provisions of the Credit Agreement.



     Administrative Agent and Lenders have agreed to amend the Credit Agreement, subject to the
terms of this First Amendment.



AGREEMENT:




     NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the
parties hereto agree as follows:



1

Definitions




     1.1 Definitions. All capitalized terms not otherwise defined herein have the same
meaning as in the Credit Agreement.



2

Amendments to Credit Agreement




     2.1 Amendment to Credit Agreement Section 1.1.



          2.1.1 The definition of “Fixed Charge Coverage Ratio” is deleted in its entirety and the
following is substituted in lieu thereof:





“Fixed Charge Coverage Ratio” means, as of the end of any fiscal
quarter for Borrower and its Subsidiaries determined on a
consolidated basis in accordance with GAAP and calculated for the
four fiscal quarters ending on such date of calculation, the ratio
of (a) net income after taxes, plus depreciation,
amortization, other non-cash charges and interest expense,
plus net cash proceeds received by Borrower from issuances
of its capital stock, minus non-cash credits, minus
Stock Repurchases, minus Dividends, minus
non-financed capital expenditures greater than $500,000 in aggregate
amount, in each case for such four fiscal quarter period



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to (b) interest expense and current portion of long-term Debt, in
each case for such four fiscal quarter period



     2.2 Amendment to Credit Agreement Section 6.15. Credit Agreement Section 6.15
is deleted in its entirety and the following is substituted in lieu thereof:




6.15 Dividends and Stock Repurchases. Make or declare and pay any
Stock Purchases and Dividends; provided, Borrower may make
(a) Stock Purchases in an amount up to 200,000 shares of its capital
stock authorized by its Board of Directors as of the Agreement Date,
and/or (b) declare and pay Dividends, if (i) the Fixed Charge
Coverage Ratio for a fiscal quarter preceding the fiscal quarter in
which such proposed Stock Purchase or Dividend will occur exceeds
1.75 to 1.00, and (ii) no Default or Event of Default exists or
would result therefrom.



     2.3 Amendment to Compliance Certificate. Exhibit E (Compliance Certificate)
is deleted in its entirety and a new Exhibit E, in the form of Exhibit E hereto, is
substituted in lieu thereof.



3

Conditions Precedent




     3.1 Conditions. This First Amendment shall be effective as of September 30, 2008 upon
the satisfaction of the following conditions precedent:



          3.1.1 Documents. Administrative Agent shall have received all of the following, each
dated (unless otherwise indicated) the date of this First Amendment, and the following shall have
occurred, in form and substance satisfactory to Administrative Agent:




          3.1.1.A This First Amendment executed by Borrower, each other Obligor, Administrative Agent
and each Lender.




               3.1.1.B Receipt by Administrative Agent of an amendment fee in the amount of $62,500 in
immediately available funds, to be shared pro rata among the Lenders based on the respective
amounts of their Commitments.



               3.1.1.C Receipt by Administrative Agent of payment of its costs and expenses related to this
First Amendment.



               3.1.1.D A certificate of officers of the Borrower acceptable to Administrative Agent
certifying as to (A) the incumbency of the officers of the Borrower signing this First Amendment
and (B) a copy of the resolutions of the Board of Directors of Borrower authorizing the execution,
delivery and performance of this First Amendment by Borrower.



               3.1.1.E A certificate of officers of each Obligor (other than Borrower) certifying as to (A)
the incumbency of the officers signing this First Amendment and (B) a copy of the resolutions of
the appropriate governance board authorizing the execution, delivery and performance of this First
Amendment by such Obligor.



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               3.1.1.F In form and substance satisfactory to Administrative Agent and Special Counsel, such
other documents, instruments and certificates as Administrative Agent may reasonably require.



          3.1.2 No Default. After giving effect to this First Amendment, no Default or Event of
Default shall exist.




          3.1.3 Representations and Warranties.




               3.1.3.A All of the representations and warranties contained in Article VII of the
Credit Agreement, as amended hereby, and in the other Loan Documents shall be true and correct on
and as of the date of this First Amendment with the same force and effect as if such
representations and warranties had been made on and as of such date.



               3.1.3.B All of the representations and warranties contained in Article V of this First
Amendment shall be true and correct, both before and after giving effect to this First Amendment.



     3.2 Expenses of Administrative Agent. As provided in the Credit Agreement, Borrower
shall pay on demand all reasonable costs and expenses incurred by Administrative Agent in
connection with the preparation, negotiation, and execution of this First Amendment and the other
Loan Documents executed pursuant hereto, including without limitation the reasonable fees and
expenses of Lender’s legal counsel.



4

Ratification




     4.1 Ratification. The terms and provisions set forth in this First Amendment shall
modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and
except as expressly modified and superseded by this First Amendment, the terms and provisions of
the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in
full force and effect. Each Obligor agrees that the Credit Agreement, as amended hereby, and the
other Loan Documents to which it is a party or subject shall continue to be legal, valid, binding
and enforceable in accordance with their respective terms.



5

Representations and Warranties




     5.1 Representations and Warranties. Each Obligor hereby represents and warrants to
Lender that (a) the execution, delivery and performance of this First Amendment and any and all
other Loan Documents executed and/or delivered in connection herewith have been authorized by all
requisite action on the part of such Obligor and will not violate any organizational document of
such Obligor, (b) the representations and warranties contained in the Credit Agreement, as amended
hereby, and each other Loan Document are true and correct on and as of the date hereof as though
made on and as of the date hereof, except to the extent such representations and warranties speak
to a specific date, (c) no Default or Event of Default exists, and (d) such Obligor is in full
compliance with all covenants and agreements contained in the Credit Agreement, as amended hereby,
and the other Loan Documents to which it is a party or it or its property is subject.



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6

Miscellaneous




     6.1 Reference to Credit Agreement. Each of the Loan Documents, including the Credit
Agreement and any and all other agreements, documents, or instruments now or hereafter executed and
delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement
shall mean a reference to the Credit Agreement as amended hereby.



     6.2 Severability. The provisions of this First Amendment are intended to be
severable. If for any reason any provision of this First Amendment shall be held invalid or
unenforceable in whole or in part in any jurisdiction, such provision shall, as to such
jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any
manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.



     6.3 Counterparts. This First Amendment may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and any party hereto may
execute this First Amendment by signing any such counterpart.



     6.4 INTEGRATION. THIS FIRST AMENDMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS,
REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN
ORAL AGREEMENTS BETWEEN THE PARTIES.



     6.5 GOVERNING LAW. THIS FIRST AMENDMENT AND THE OTHER LOAN DOCUMENTS SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS AND FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.



The Remainder of This Page Is Intentionally Left Blank.





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     Executed as of the date first written above.



	 	 	 	 	 
	BORROWER: 	CRAFTMADE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ J. Marcus Scrudder
 	 
	 	 	Name:  	J. MARCUS SCRUDDER 	 
	 	 	Title:	 	 
	 



	 	 	 	 	 
	OTHER OBLIGORS:



WOODARD—CM, LLC,

a Delaware limited liability company

 	 	 
	By:  	/s/ J. Marcus Scrudder
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	DUROCRAFT INTERNATIONAL, INC.,

a Texas corporation

 	 	 
	By:  	/s/ Brad Dale Heimann
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	PRIME HOME IMPRESSIONS, LLC,

a North Carolina limited liability company

 	 	 
	By:  	/s/ Brad Dale Heimann
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	TRADE SOURCE INTERNATIONAL, INC.,

a Delaware corporation

 	 	 
	By:  	/s/ Brad Dale Heimann
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	C/D/R INCORPORATED,

a Delaware corporation

 	 	 
	By:  	/s/ John P Garniewski, Jr.
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	DESIGN TRENDS, LLC,

a Delaware limited liability company

 	 	 
	By:  	/s/ Brad Dale Heimann
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	ADMINISTRATIVE AGENT:  	THE FROST NATIONAL BANK,

as Administrative Agent

 	 
	 	By:  	/s/ Julie Glass
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	LENDERS:  	THE FROST NATIONAL BANK

 	 
	 	By:  	/s/ Julie Glass
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WHITNEY NATIONAL BANK

 	 
	 	By:  	/s/ Jonathan Beverly
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	COMMERCE BANK, N.A.

 	 
	 	By:  	/s/ Joe McCaddon
 	 
	 	 	Name:  	 	 
	 	 	Title: