Exhibit 10.1
    

    

    

    
      FIRST AMENDMENT TO
AMENDED AND RESTATED
LOAN AND SECURITY
      AGREEMENT

    

    
      This FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY
      AGREEMENT, dated to be effective as of July 28, 2011 (this “Amendment”)
      is made among CONN’S, INC., a Delaware corporation (the “Parent”),
      CONN APPLIANCES, INC., a Texas corporation (“CAI”), CONN
      CREDIT I, LP, a Texas limited partnership (“CCI”), CONN
      CREDIT CORPORATION, INC., a Texas corporation (“CCCI”,
      together with CAI and CCI, individually, a “Borrower” and
      collectively, the “Borrowers”), the banks and other
      financial institutions identified as “Lenders” on the signature pages
      hereof (the “Lenders”) and BANK OF AMERICA, N.A.,
      a national banking association, as Administrative Agent for the Lenders
      (“Agent”).  
    

    
      Background

    

    
      A.        Parent, Borrowers, Agent and certain of the Lenders (“Existing
      Lenders”) have entered into an Amended and Restated Loan and
      Security Agreement, dated as of November 30, 2010, (as amended, modified
      or supplemented from time to time, the “Loan Agreement”).  All
      capitalized terms used and not otherwise defined in this Amendment are
      used as defined in the Loan Agreement.
    

    
      B.        Parent and Borrowers have requested, among other things, that
      the Revolver Commitments (as defined in the Loan Agreement) be increased
      to $430,000,000
    

    
      C.        Agent and Lenders have agreed to amend certain terms of the
      Loan Agreement  subject to the terms and conditions set forth herein.
    

    
      NOW THEREFORE, in consideration of the premises and the mutual
      agreements, representations and warranties herein set forth and for
      other good and valuable consideration, Parent, Borrowers, Agent and
      Lenders hereto hereby agree as follows:
    

    
      Agreement

    

    
      1.  Amendment to the Loan Agreement.  
    

    
         (a)  Applicable Margin. The term
      “Applicable Margin” as defined in Section 1.1 of the
      Loan Agreement is hereby deleted in its entirety and the following is
      substituted therefor:
    

    
      Applicable Margin: with respect to any Type of Revolver Loan, the
      margin set forth in the chart below, as determined by the Leverage Ratio
      for the last Fiscal Quarter:
    

    
    	
          
            Level
          

        	
          
            Leverage Ratio
          

        	
          
            Base Rate Revolver Loans
          

        	
          
            LIBOR Revolver Loans
          

        
	
          I
        	
          ≤ 1.15:1.00
        	
          2.50%
        	
          3.50%
        
	
          II
        	
          > 1.15:1.00 and ≤1.50:1.00
        	
          2.75%
        	
          3.75%
        
	
          III
        	
          > 1.50:1.00
        	
          3.00%
        	
          4.00%
        


    

    
      
        

        

      

      
        
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      Until October 31, 2011 the margins will be determined as set forth in
      Level II.  Thereafter, the margins shall be subject to increase or
      decrease upon receipt by Agent of the financial statements and
      corresponding Compliance Certificate for the most recently ended Fiscal
      Quarter delivered pursuant to Section 10.1.2(d), which change
      shall be effective on the first day of the calendar month following
      receipt.  If any financial statements and Compliance Certificate due in
      the preceding Fiscal Quarter have not been received on the due dates
      thereof, then the margins shall be determined as if Level III were
      applicable, from such day until the first day of the calendar month
      following actual receipt.
    

    
      (b)  Credit Card Account Formula Amount.  The term
      “Credit Card Account Formula Amount” as defined in Section
      1.1 of the Loan Agreement is hereby deleted in its entirety and the
      following is substituted therefor:
    

    
      Credit Card Account Formula Amount: 85% of the Value of Eligible
      Credit Card Accounts.
    

    
      (c)  Borrowing Base Reporting Frequency.  The
      definition of “Increased Reporting Period” is hereby deleted in its
      entirety and the following is substituted therefore:
    

    
      Increased Reporting Period:  at any time after (i) a Default or
      Event of Default occurs, (ii) average Availability during any month (as
      reflected in the Loan Account) is less than 12.5% of the Borrowing Base,
      or (iii) Availability (as reflected in the Loan Account) is at any time
      less than 10% of the Borrowing Base.  When in place, such Increased
      Reporting Period shall be deemed continuing so long as (a) such Event of
      Default has not been waived, and/or (b) if the Increased Reporting
      Period arises as a result of Borrowers’ failure to achieve Availability
      as required hereunder, until average Availability during any month (as
      reflected in the Loan Account) has exceeded 15% of the Borrowing Base
      for ninety (90) consecutive days, in which case an Increased Reporting
      Period shall no longer be deemed to be continuing for purposes of this
      Agreement; provided, that an Increased Reporting Period shall be
      deemed continuing (even if an Event of Default is no longer continuing
      and/or Availability exceeds the required amount for ninety (90)
      consecutive days) at all times after an Increased Reporting Period has
      occurred and been discontinued on two (2) occasions after the Closing
      Date.
    

    
      (d)  Dominion Trigger Period.  The definition of
      “Dominion Trigger Period” is hereby deleted in its entirety and the
      following is substituted therefore:
    

    
      Dominion Trigger Period: the period (a) commencing on the day
      that (i) an Event of Default occurs; (ii) average Availability during
      any month (as reflected in the Loan Account) is less than 12.5% of the
      Borrowing Base; or (iii) Availability (as reflected in the Loan Account)
      is at any time less than 10% of the Borrowing Base, and (b) ending on
      the day (i) on which, during the preceding 90 consecutive days, (x) no
      Event of Default has existed, (y) average Availability during any month
      (as reflected in the Loan Account) has at all times been greater than
      15% of the Borrowing Base; provided, that this clause (b)(i)
      shall only be applicable to the first commencement of such period
      hereunder, and (ii) determined by Agent in its sole discretion for any
      subsequent commencement of such period; provided, that with
      respect to any subsequent commencement of such period in order for the
      period to end the requirements in clause (b)(i) shall be satisfied.
    

    

    

    
      
        

        

      

      
        
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      (e)  Fixed Charges.  The term “Fixed Charges” as
      defined in Section 1.1 of the Loan Agreement is hereby deleted in
      its entirety and the following is substituted therefor:
    

    
      Fixed Charges: without double counting, the sum of interest
      expense (other than payment-in-kind, original issue discount and any
      prepayment premium on the Term Loan), scheduled/amortized principal
      payments made on Borrowed Money, un-scheduled principal payments made on
      Borrowed Money (other than payments on account of the Obligations, any
      other revolving Debt permitted hereunder or the full payoff of the Term
      Loan and termination of the Term Loan Documents), book rent expense,
      cash income taxes paid, and Distributions made, excluding amortization
      of closing costs and expenses incurred in connection with the Loan
      Documents, Existing Securitization Facility, Permitted ABS Facility and
      the Term Loan Facility.
    

    
      (f)  Net Charge-Off Percent. The term “Net Charge-Off
      Percent” as defined in Section 1.1 of the Loan Agreement is
      hereby deleted in its entirety and the following is substituted therefor:
    

    
      Net Charge-Off Percent: the percent, calculated as of the last
      day of each month (x) occurring between July 31, 2011 and September 30,
      2011, equal to (a) the aggregate amount of Net Charge-Offs for the
      trailing 12 months then ended, divided by (b) the sum of the Net
      Balance owing under all Contracts outstanding during the trailing 12
      months then ended divided by 12, and thereafter (y) equal to (a)
      aggregate amount of Net Charge-Offs for the 3 preceding months then
      ended multiplied by 4, divided by (b) the sum of the Net Balance
      owing under all Contracts outstanding during the trailing 3 months then
      ended, divided by 3.
    

    
      (g)  Permitted Distributions.  The term “Permitted
      Distributions” as defined in Section 1.1 of the Loan
      Agreement is hereby deleted in its entirety and the following is
      substituted therefor:
    

    
      Permitted Distribution: Distributions declared and made by Parent
      or any Borrower after January 28, 2013 which are approved by Parent’s
      board of directors so long as (A) (i) immediately before and after
      giving effect thereto, (a) no Default or Event of Default exists, (b)
      Availability is not less than the greater of (x) $75,000,000 and (y) 20%
      of the Borrowing Base in effect at the time of measurement, and (c)
      Fixed Charge Coverage Ratio is greater than 1.35:1.00, and (ii)
      projected Fixed Charge Coverage Ratio for the succeeding 6-month period
      after giving effect to declaring and making any such Distribution is
      greater than 1.35:1.00, and (B) (iv) Supermajority Lenders have provided
      written consent thereto.
    

    

    

    
      
        

        

      

      
        
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      (h)  Revolver Termination Date.  The term “Revolver
      Termination Date” as defined in Section 1.1 of the Loan
      Agreement is hereby deleted in its entirety and the following is
      substituted therefor:
    

    
      Revolver Termination Date:  July 28, 2015.
    

    
      (i)  Unused Line Fee. The term “Unused Line Fee
      Percentage” as defined in Section 1.1 of the Loan Agreement
      is hereby deleted in its entirety and the following is substituted
      therefor:
    

    
      Unused Line Fee Percentage: a percentage equal to (a) 0.50% per
      annum if the average daily balance of Revolver Loans and stated amount
      of Letters of Credit during the immediately preceding quarter is less
      than 50% of the Revolver Commitments, and (b) 0.375% per annum if the
      average daily balance of Revolver Loans and stated amount of Letters of
      Credit during the immediately preceding quarter is equal to or greater
      than 50% of the Revolver Commitments.  
    

    
      (j)  Prepayment Premium.  Section 2.1.4(c)
      of the Loan Agreement is hereby deleted in its entirety and the
      following is substituted therefor:
    

    
      (c)       Concurrently with any reduction in or termination of the
      Revolver Commitments, for whatever reason (including an Event of
      Default), Borrowers shall pay to Agent, for the Pro Rata benefit of
      Lenders and as liquidated damages for loss of bargain (and not as a
      penalty), an amount equal 0.50% of the Revolver Commitments being
      reduced or terminated.  No termination charge shall be payable if
      termination occurs on the Revolver Termination Date or in connection
      with a refinancing of this credit facility by Bank of America or any of
      its Affiliates.
    

    
      (k)  Borrowers’ Portfolio.  Section
      8.1(vi) of the Loan Agreement is hereby deleted in its entirety and
      the following is substituted therefor:
    

    
      (vi) the summary balances of Borrowers’ Contract portfolio and
      delinquent balances of such portfolio;
    

    
      (l)  Capital Expenditures.  Section 10.2.3
      of the Loan Agreement is hereby deleted in its entirety and the
      following is substituted therefor:
    

    
      Capital Expenditures.  Make Capital Expenditures (net of any net
      proceeds from the sale of any Borrower’s fixed assets) in excess of
      $25,000,000 in the aggregate during any 12-month period, measured as at
      the end of each Fiscal Quarter.
    

    
      (m)  Section 10.3.1 of the Loan Agreement is hereby
      deleted in its entirety and the following is substituted therefor:
    

    
      10.3.1    Minimum Fixed Charge Coverage Ratio.  Maintain
      a Fixed Charge Coverage Ratio at least equal to 1.00:1.00 for the months
      ending July 31, 2011, August 31, 2011, September 30, 2011, October 31,
      2011, November 30, 2011 and December 31, 2011 and 1.10:1.00 for each
      month thereafter, in each case measured monthly as at the last day of
      each month on a trailing twelve month basis; provided, that the Fixed
      Charge Coverage Ratio shall be determined quarterly, measured as of the
      last day of each Fiscal Quarter for the most recently ended four Fiscal
      Quarters, after all obligations under the Term Loan Facility have been
      terminated.
    

    

    

    
      
        

        

      

      
        
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      (n)  Revolver Commitments.  Schedule 1.1 to the Loan
      Agreement is hereby deleted in its entirety and replaced with Schedule
      1.1 attached hereto.  It being understood that the increase in the
      Revolver Commitments represented by such amendment to Schedule 1.1 is
      not deemed to be a Revolver Commitment Increase as set forth in Section
      2.2 of the Loan Agreement.
    

    
      (o)  Titles. References to “JPMorgan Chase Bank,
      National Association” as Joint Book Runner and Co-Lead Arranger as set
      forth on the cover page and in the introductory paragraph of the Loan
      Agreement are hereby deleted and replaced with “J.P. Morgan Securities
      LLC” as Joint Book Runner and Co-Lead Arranger.
    

    
      2.  Waiver and Consent.
    

    
         (a)  As set forth in Section 6.3.1
      of the Loan Agreement, Borrowers were to deliver to Agent the Related
      Real Estate Documents in order to grant to Agent, for the benefit of the
      Secured Parties, a Lien in certain owned Real Estate of
      Borrowers.  Agent and Lenders hereby waive such requirement and any
      Default or Event of Default which exists as a result of Borrowers’
      failure to comply with Section 6.3.1 of the Loan
      Agreement.  Agent and Lenders further agree that Agent does not have a
      Lien on the Real Estate identified in Section 6.3.1 of the Loan
      Agreement.
    

    
         (b)  Borrowers have informed Agent that effective as of July 31, 2011
      they intend to amend their policy for charging off the unpaid balance of
      delinquent Contracts which has been in place as of the Closing Date so
      that Contracts which are 210 or more days past due at the end of a month
      are charged-off (“Charge-Off Policy Change”).  As set forth in Section
      10.1.12 of the Loan Agreement, Borrowers must obtain prior approval
      from Agent of the Charge-Off Policy Change.  Agent and Lenders hereby
      consent to the Charge-Off Policy Change so long as such change becomes
      effective as of July 31, 2011.
    

    
         (c)  Borrowers have informed Agent that CAI is in negotiations with
      CommunityBank of Texas, N.A. (“Real Estate Lender”) to obtain financing
      from the Real Estate Lender in the form of a term loan in the original
      principal amount of $8,000,000 secured solely by a Lien (“Real Estate
      Lien”) in each of CAI’s real property located at (x) 8201 S. Gessner,
      Houston, Texas 77036, (y) 2021 N. Town East Boulevard, Suite 1050,
      Mesquite, Texas 75149 and (z) 8317 N 10th St., McAllen, Texas 78504
      (“New Real Estate Loan”).  To the extent the consent of Agent and
      Lenders is required for the incurrence of the New Real Estate Loan and
      granting of the Real Estate Lien, Borrowers have requested that Agent
      and Lenders consent thereto.  Agent and Lenders hereby consent to the
      incurrence of the New Real Estate Loan and granting of the Real Estate
      lien so long as the net proceeds of such loan in an amount not less than
      $7,000,000 is applied to the principal outstanding amount of the Term
      Loan.
    

    

    

    
      
        

        

      

      
        
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      (d)  Borrowers intend to use the net proceeds of the New Real Estate
      Loan as well as Revolver Loans to repay the Term Loan in full upon the
      effectiveness of this Amendment.  To the extent the consent of Agent and
      Lenders is required for the making of such prepayment, Borrowers have
      requested that Agent and Lenders consent to such prepayment.  Agent and
      Lenders hereby consent to the prepayment of the Term Loan so long as (a)
      the Term Loan is paid on or about the effectiveness of this Amendment,
      (b) the Term Loan Documents are terminated immediately after such
      prepayment, and (c) pro forma Availability on July 24, 2011, after
      giving effect to such full prepayment Availability exceeds $55,000,000.
    

    
      (e)  The waivers and consents set forth in this Paragraph 2 shall be
      effective only in this specific instance and for the specific purpose
      for which they are given, and the waivers and consents shall not entitle
      any Borrower to any other or further waiver or consent in any similar or
      other circumstances.  The waivers and consents set forth above shall be
      limited precisely as written and shall not be deemed to (a) be a waiver
      or modification of any other term or condition of the Loan Agreement or
      any other Loan Document or (b) prejudice any right or remedy which Agent
      or any Lender may now have or may have in the future under or in
      connection with the Loan Agreement or any other Loan Document.
    

    
      3.  Fees.  Borrowers agree to pay to Agent for its own
      benefit or the benefit of the Lenders or other agents, the fees set
      forth in the fee letters executed in connection herewith.
    

    
      4.  Representations and Warranties; No Default.  Each
      of the Parent and the Borrowers, hereby represents and warrants as of
      the effectiveness of this Amendment that:
    

    
             (i)  no Default or Event of Default exists; and
    

    
            (ii)  its representations and warranties set forth in Section
      9 of the Loan Agreement (as amended hereby) are true and correct as
      of the date hereof, as though made on and as of such date (except to the
      extent such representations and warranties relate solely to an earlier
      date and then as of such earlier date).
    

    
      5.  Effectiveness.  This Amendment (and the consents
      and waivers set forth herein) shall become effective, as of the date
      first set forth above upon satisfaction of each of the following:
    

    
         (a)  Receipt by the Agent of executed counterparts hereof from the
      Borrowers and each of the Lenders.
    

    
         (b)  Receipt by Agent of evidence that upon giving effect to the
      initial funding of Revolver Loans and issuance of Letters of Credit
      under the Loan Agreement as amended hereby, the Term Loan shall be paid
      in full and the Term Loan Documents shall be terminated.
    

    
         (c)  Agent shall have received the fees set forth in Paragraph 3.
    

    
         (d)  Agent shall have received joinder agreements from any new lender
      providing Revolver Commitments after giving effect to this Amendment,
      making such party a “Lender” under the Loan Agreement, which agreements
      shall be in form and substance satisfactory to Agent.
    

    

    

    
      
        

        

      

      
        
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         (e)  Agent shall have received a Borrowing Base Certificate prepared
      as of July 24, 2011.  Upon giving effect to the initial funding of
      Revolver Loans and issuance of Letters of Credit under the Loan
      Agreement as amended hereby and the payment by Borrowers of all fees and
      expenses incurred in connection herewith, as well as any payables
      stretched beyond their customary payment practices, Availability shall
      be at least $55,000,000.
    

    
      6.  Binding Effect; Ratification
    

    
         (a)  Upon the effectiveness of this Amendment and thereafter this
      Amendment shall be binding on the Agent, Borrowers and Lenders and their
      respective successors and assigns.
    

    
         (b)  On and after the execution and delivery hereof, this Amendment
      shall be a part of the Loan Agreement and each reference in the Loan
      Agreement to “this Loan Agreement” or “hereof”, “hereunder” or words of
      like import, and each reference in any other Loan Document to the Loan
      Agreement shall mean and be a reference to such Loan Agreement as
      amended hereby.
    

    
         (c)  Except as expressly amended hereby, the Loan Agreement shall
      remain in full force and effect and is hereby ratified and confirmed by
      the parties hereto.
    

    
      7.  Miscellaneous.  (a)  THIS AMENDMENT SHALL BE
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA,
      WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS.  EACH OF THE
      PARTIES TO THIS AMENDMENT AGREES TO THE NON-EXCLUSIVE JURISDICTION OF
      ANY FEDERAL OR STATE COURT SITTING IN OR WITH JURISDICTION OVER LOS
      ANGELES COUNTY, CALIFORNIA IN ANY PROCEEDING OR DISPUTE RELATING IN ANY
      WAY TO THIS AMENDMENT OR ANY LOAN DOCUMENT AND AGREES THAT ANY SUCH
      PROCEEDING SHALL BE BROUGHT BY IT SOLELY IN ANY SUCH COURT.  EACH OF THE
      PARTIES HERETO HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS
      AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF
      THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR
      EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
    

    
         (b)  All reasonable costs and expenses incurred by the Agent in
      connection with this Amendment (including reasonable attorneys’ costs)
      shall be paid by the Borrowers.
    

    
         (c)  Headings used herein are for convenience of reference only and
      shall not affect the meaning of this Amendment.
    

    
         (d)  This Amendment may be executed in any number of counterparts,
      and by the parties hereto on separate counterparts, each of which shall
      be an original and all of which taken together shall constitute one and
      the same agreement.
    

    
      [Signature Page Follows]
    

    

    

    
      
        

        

      

      
        
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      IN WITNESS WHEREOF, the parties have caused this Amendment to be
      executed by their respective officers thereunto duly authorized, as of
      the date first above written.
    


    	
           
        	
          
            PARENT:
          

        
	

        	
           
        
	

        	
          CONN’S, INC.,
        
	

        	
          a Delaware corporation
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Michael J. Poppe          
          

        
	

        	
          
            Name: Michael J. Poppe
          

        
	

        	
          Title: Executive Vice President and Chief Financial
        
	

        	
          Officer
        
	

        	
           
        
	

        	
           
        
	

        	
          
            BORROWERS:
          

        
	

        	
           
        
	

        	
          CONN APPLIANCES, INC.,
        
	

        	
          a Texas corporation
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Michael J. Poppe          
          

        
	

        	
          Name: Michael J. Poppe
        
	

        	
          Title: Chief Financial Officer
        
	

        	
           
        
	

        	
           
        
	

        	
          CONN CREDIT I, LP,
        
	

        	
          a Texas limited partnership
        
	

        	
           
        
	

        	
          By: Conn Credit Corporation, Inc.,
        
	

        	
          a Texas corporation,
        
	

        	
          its sole general partner
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Michael J. Poppe          
          

        
	

        	
          Name: Michael J. Poppe
        
	

        	
          Title: Chief Financial Officer
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-1
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          CONN CREDIT CORPORATION, INC.,
        
	

        	
          a Texas corporation
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Michael J. Poppe                 
          

        
	

        	
          Name: Michael J. Poppe
        
	

        	
          Title: Chief Financial Officer
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-2
        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
           
        	
          
            AGENT AND LENDERS:
          

        
	

        	
           
        
	

        	
          BANK OF AMERICA, N.A.,
        
	

        	
          as Agent and Lender
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Bobby P.S. Bans          
          

        
	

        	
          Name: Bobby P.S. Bans
        
	

        	
          Title: Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
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          JPMORGAN CHASE BANK, N.A.
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Timothy J. Whitefoot          
          

        
	

        	
          Name: Timothy J. Whitefoot
        
	

        	
          Title: Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-4
        

        
          


        

      

      
        

        

      

    

    

    


    	
           
        	
          WELLS FARGO PREFERRED
        
	

        	
          CAPITAL, INC.
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Casey P. Johnson          
          

        
	

        	
          Name: Casey P. Johnson
        
	

        	
          Title: Senior Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
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          CAPITAL ONE, N.A.
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By: /s/ Troy Ritter          
          

        
	

        	
          Name: Troy Ritter
        
	

        	
          Title: Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-6
        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
           
        	
          UNION BANK, N.A.
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:      /s/ Nadia Mitevska          
          

        
	

        	
          Name: Nadia Mitevska
        
	

        	
          Title: Vice President
        


    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
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          COMPASS BANK
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:      /s/ Jason Nichols          
          

        
	

        	
          Name: Jason Nichols
        
	

        	
          Title: Senior Vice President
        


    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
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          REGIONS BANK
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:      /s/ Alan Schnacke          
          

        
	

        	
          Name: Alan Schnacke
        
	

        	
          Title: Senior Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-9
        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
           
        	
          FIRST TENNESSEE BANK NATIONAL ASSOCIATION
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:      /s/ Stephen R. Brimm          
          

        
	

        	
          Name: Stephen R. Brimm
        
	

        	
          Title: Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-10
        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
           
        	
          AMEGY BANK
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:      /s/ Mark L. Wayne          
          

        
	

        	
          Name: Mark L. Wayne
        
	

        	
          Title: Senior Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-11
        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
           
        	
          COMMUNITYBANK OF TEXAS, N.A.
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:      /s/ Mike Peyton          
          

        
	

        	
          Name: Mike Peyton
        
	

        	
          Title: EVP
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-12
        

        
          


        

      

      
        

        

      

    

    

    

    

    


    	
           
        	
          CATHAY BANK
        
	

        	
           
        
	

        	
           
        
	

        	
          
            By:      /s/ Sandra Kenyon          
          

        
	

        	
          Name: Sandra Kenyon
        
	

        	
          Title: First Vice President
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement
    

    
      
        

        

      

      
        
          S-13
        

        
          


        

      

      
        

        

      

    

    

    

    

    

    
      SCHEDULE 1.1 TO FIRST AMENDMENT TO
AMENDED AND RESTATED
LOAN AND
      SECURITY AGREEMENT
    

    

    

    
      SCHEDULE 1.1
    

    
      to
    

    
      Amended and Restated
Loan and Security Agreement
    

    
      REVOLVER COMMITMENTS OF LENDERS
    

    
    	
          
            Lender
          

        	
          
            Revolver Commitment
          

        
	
          Bank of America, N.A.
        	
          $85,000,000
        
	
          JPMorgan Chase

          
            Bank, National Association
          

        	
          $75,000,000
        
	
          Wells Fargo Preferred Capital, Inc.
        	
          $45,000,000
        
	
          Capital One, N.A.
        	
          $40,000,000
        
	
          Compass Bank
        	
          $40,000,000
        
	
          Regions Bank
        	
          $40,000,000
        
	
          Union Bank, N.A.
        	
          $40,000,000
        
	
          First Tennessee Bank National Association
        	
          $25,000,000
        
	
          Amegy Bank
        	
          $20,000,000
        
	
          CommunityBank of Texas, N.A.
        	
          $10,000,000
        
	
          Cathay Bank
        	
          $10,000,000
        
	
          Total Revolver Commitments
        	
          $430,000,000
        


    

    

    

    

    

    
      First Amendment to A&R Loan and Security Agreement

    

    
      Schedule I