Exhibit 10.41


 


THIRD AMENDMENT

TO

CREDIT AGREEMENT


 


THIS THIRD AMENDMENT dated as of March 15,
2007 (this “Amendment”), is made with reference to the Credit Agreement,
dated as of December 8, 2005, as amended by that certain First Amendment
to Credit Agreement dated as of January 11, 2006 and that certain Second
Amendment to Credit Agreement dated as of May 2, 2006 (as so amended, the “Credit
Agreement”), by and among CLAYTON HOLDINGS, INC. a Delaware corporation
(the “Company”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup”) and
BNP PARIBAS (“BNP Paribas”), as administrative agent (in such capacity “Administrative
Agent”) and the other Lenders party thereto.


 


RECITALS


 


WHEREAS, Company
desires to amend the Credit Agreement to change the Applicable Margin
thereunder and to make certain other modifications set forth below.


 


NOW THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the parties hereto hereby agree as follows:


 


1.             Definitions. 
Any capitalized term used herein and not defined herein shall have the
meaning assigned to it in the Credit Agreement.


 


2.             Amendments to Definitions.


 


(a)           The following new
definitions shall be added to Section 1.1 in alphabetical order reading as
follows:


 


‘“Third Amendment”
means that certain Third Amendment to this Agreement dated as of March 15,
2007.”


 


‘“Third Amendment Effective
Date” means the date the Third Amendment becomes effective in
accordance with its terms.”


 


(b)           The definition of “Change
in Control” is hereby deleted and replaced with the following:


 


“Change in Control” means the following:  at any time, (I) Permitted
Holders shall cease to beneficially own and control, directly or indirectly, at
least 30% of the capital stock of Company, and (II) any “person” or “group” (as such terms
are used in sections 13(d) and 14(d) of the Exchange Act, but
excluding any employee benefit plan of such person and its subsidiaries, and
any person or entity acting in its capacity as trustee, agent or other
fiduciary or administrator of any such plan), excluding Permitted Holders,
shall become the beneficial owner, directly or 


 


 


1

















 


indirectly, of greater than 30% of the then
outstanding voting stock of the Company. 
As used herein, the term “beneficially own” or “beneficial ownership”
shall have the meaning set forth in the Exchange Act and the rules and
regulations promulgated thereunder.


 


3.             Amendments to Subsection 2.2: Interest on the Loans.


 


Subsection
2.2A(i) of the Credit Agreement is hereby amended by deleting such
subsection in its entirety and substituting the following therefor:


 


(i)            Subject to the provisions of
subsections 2.2E, 2.2G and 2.7, the Term Loans and the Revolving Loans shall
bear interest through maturity as follows:


 


(a)           if a Base Rate Loan, then at the sum
of the Base Rate plus 0.75% per annum; or


 


(b)           if a LIBOR Loan, then at the sum of
Adjusted LIBOR plus 1.75% per annum.


 


4.             Conditions to Effectiveness.  The effectiveness of this Amendment is
subject to the fulfillment of each of the following conditions precedent (the
date such conditions are fulfilled is hereafter referred to as the “Third
Amendment Effective Date”):


 


(a)           After giving effect
to this Amendment, no Event of Default or Potential Event of Default shall have
occurred and be continuing on the Third Amendment Effective Date or result from
this Amendment becoming effective in accordance with its terms and Company
shall have delivered an Officer’s Certificate to such effect.


 


(b)           Administrative Agent
shall have executed this Amendment and received a counterpart of this Amendment
that bears the signature of each Lender.


 


(c)           All corporate and
other proceedings taken or to be taken in connection with the transactions
contemplated hereby and all documents incidental thereto not previously found
acceptable by Administrative Agent, acting on behalf of Lenders, and its
counsel shall be satisfactory in form and substance to Administrative Agent and
such counsel, and Administrative Agent and such counsel shall have received all
such counterpart originals or certified copies of such documents as
Administrative Agent may reasonably request.


 


5.             Expenses. 
Without limiting any obligation of the Company to reimburse the expenses
pursuant to the terms of the Loan Documents, the Company hereby agrees that on
or before the Third Amendment Effective Date, the Company shall reimburse the
Administrative Agent for any and all out of pocket expenses (including
reasonable attorneys’ fees) incurred by the Administrative Agent in connection
with this Amendment and the matters related hereto.


 


 


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6.             Representations and Warranties.  The Company hereby represents and warrants to
the Lenders as follows:


 


(a)           Immediately prior to,
or after giving effect to this Amendment, no Event of Default or Potential
Event of Default has occurred and is continuing or would result from this
Amendment becoming effective in accordance with its terms.


 


(b)           The execution,
delivery, and performance by each of the Company and the Guarantors of this
Amendment have been duly authorized by all necessary action on the part of such
Person.


 


(c)           The execution,
delivery and performance by Company and the Guarantors of this Amendment and
the consummation of the transactions contemplated hereby do not and will not (i) violate
any provision of any law or any governmental rule or regulation applicable
to Company or any of their Subsidiaries, the Organizational Documents of
Company or any of their Subsidiaries or any order, judgment or decree of any
court or other Government Authority binding on Company or any of their
Subsidiaries, (ii) conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any Contractual Obligation
of Company or any of its Subsidiaries, (iii) result in or require the
creation or imposition of any Lien upon any of the properties or assets of
Company or any of its Subsidiaries (other than any Liens created under any of
the Loan Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require
any approval of stockholders or any approval or consent of any Person under any
Contractual Obligation of Company or any of its Subsidiaries, except for such
approvals or consents which will be obtained on or before the Third Amendment
Effective Date and disclosed in writing to Lenders and except, in each case, to
the extent such violation, conflict, Lien or failure to obtain such approval or
consent would not reasonably be expected to result in a Material Adverse
Effect.


 


(d)           This Amendment is
the legally valid and binding obligations of each of the Company and the
Guarantors, enforceable against such Person in accordance with its terms,
except as enforcement may be limited by equitable principles or by bankruptcy,
insolvency, reorganization, moratorium, or similar laws relating to or limiting
creditors’ rights generally.


 


7.             Miscellaneous.


 


(a)           Except as otherwise
expressly provided herein, each of the Company and the Guarantors hereby agree
that (i) the Credit Agreement and the other Loan Documents are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed
in all respects, except that on and after the Third Amendment Effective Date (A) all
references in the Credit Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder”
or words of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended by this Amendment and (B) all references in the other
Loan Documents to the “Credit Agreement,” “thereto,” “thereof,” “thereunder” or
words of like import referring to the Credit Agreement shall mean the Credit
Agreement as amended by this Amendment, (ii) to the extent that the Credit
Agreement or any other 


 


 


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Loan
Document purports to pledge to the Administrative Agent, or to grant to the
Administrative Agent a security interest in or lien on, any collateral as
security for the Obligations, such pledge or grant of a security interest or lien
is hereby ratified and confirmed in all respects, and (iii) the execution,
delivery and effectiveness of this Amendment shall not operate as an amendment
of any right, power or remedy of the Administrative Agent or the Lenders under
the Credit Agreement or any other Loan Document, nor constitute an amendment of
any provision of the Credit Agreement or any other Loan Document.


 


(b)           Company hereby
acknowledges and agrees that this Amendment constitutes a “Loan Document” under
the Credit Agreement.  Accordingly, it
shall be an Event of Default under the Credit Agreement if any representation
or warranty made by the Company under or in connection with this Amendment
shall have been untrue, false or misleading in any material respect when made.


 


(c)           This Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which shall be deemed to be an original, but all
of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of this
Amendment by telefacsimile or electronic mail shall be equally as effective as
delivery of an original executed counterpart of this Amendment.


 


(d)           Section headings
herein are included for convenience of reference only and shall not constitute
a part of this Amendment for any other purpose.


 


8.             Acknowledgement and Consent by Guarantors.  Each guarantor listed on the signature pages hereof
(“Guarantors”) hereby acknowledges that it has read this Amendment and
consents to the terms thereof, and hereby confirms and agrees that, after the
effectiveness of this Amendment, the obligations of each Guarantor under its
applicable Guaranty shall not be impaired, excused or diminished and the
applicable Guaranty is, and shall continue to be, in full force and effect and
is hereby confirmed and ratified in all respects, and that the Guaranteed
Obligations shall include all Obligations under the Credit Agreement as amended
by this Amendment.  Each Guarantor further
agrees that nothing in the Credit Agreement, this Agreement or any other Loan
Document shall be deemed to require the consent of such Guarantor to any future
amendment to the Credit Agreement.


 


9.             Governing Law. 
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


 


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IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed and delivered as of
the date first above written.


 


	
   

  	
  COMPANY:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Frederick C. Herbst

  	
   

  
	
   

  	
  Name:

  	
   Frederick
  C. Herbst

  	
   

  
	
   

  	
  Title:

  	
   Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GUARANTORS:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  GRP HOLDINGS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Frederick C. Herbst

  	
   

  
	
   

  	
  Name:

  	
   Frederick
  C. Herbst

  	
   

  
	
   

  	
  Title:

  	
   Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON SERVICES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Frederick C. Herbst

  	
   

  
	
   

  	
  Name:

  	
   Frederick
  C. Herbst

  	
   

  
	
   

  	
  Title:

  	
   Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON TECHNOLOGIES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Frederick C. Herbst

  	
   

  
	
   

  	
  Name:

  	
   Frederick
  C. Herbst

  	
   

  
	
   

  	
  Title:

  	
   Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRST MADISON SERVICES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Frederick C. Herbst

  	
   

  
	
   

  	
  Name: 

  	
  Frederick C. Herbst

  	
   

  
	
   

  	
  Title:

  	
   Chief
  Financial Officer

  	
   

  
								



 


 


 


S-I

















 


 


	
   

  	
  AG NI HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Frederick C. Herbst

  	
   

  
	
   

  	
  Name:

  	
   Frederick
  C. Herbst

  	
   

  
	
   

  	
  Title:

  	
   Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  QUANTUM SERVICING CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Steve
  Cohen

  	
   

  
	
   

  	
  Name:

  	
   Steve Cohen

  	
   

  
	
   

  	
  Title:

  	
   Vice
  President and Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TMHC HOLDINGS, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kevin
  J. Kanouff

  	
   

  
	
   

  	
  Name:

  	
   Kevin J.
  Kanouff

  	
   

  
	
   

  	
  Title:

  	
   President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON FIXED INCOME SERVICES
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kevin
  J. Kanouff

  	
   

  
	
   

  	
  Name:

  	
   Kevin J.
  Kanouff

  	
   

  
	
   

  	
  Title:

  	
   President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CLAYTON IPS CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Kevin
  J. Kanouff

  	
   

  
	
   

  	
  Name:

  	
   Kevin J.
  Kanouff

  	
   

  
	
   

  	
  Title:

  	
   Chief
  Executive Officer

  	
   

  



 


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  ADMINISTRATIVE AGENT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  BNP PARIBAS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Charles
  Romano

  	
   

  
	
   

  	
  Name:

  	
   Charles
  Romano

  	
   

  
	
   

  	
  Title:

  	
   Vice
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Cecile
  Scherer

  	
   

  
	
   

  	
  Name:

  	
   Cecile
  Scherer

  	
   

  
	
   

  	
  Title:

  	
   Director

  	
   

  
	
   

  	
   

  	
  Merchant Banking Group

  	
   

  



 


 


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  LENDERS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [NAME
  OF LENDER]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


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