exv10w1









    Exhibit 10.1



 




    NOTE:
    PORTIONS OF THIS AGREEMENT ARE THE SUBJECT OF A

    CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE

    SECURITIES AND EXCHANGE COMMISSION. SUCH PORTIONS HAVE BEEN

    REDACTED AND ARE MARKED WITH A “[****]” IN PLACE OF
    THE REDACTED

    LANGAUGE.



 




    SECOND
    AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT

    AGREEMENT



 



    THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT
    AGREEMENT (this ‘‘Amendment”), dated as of
    August 4, 2011, is by and among PENSON WORLDWIDE, INC., a
    Delaware corporation (the “Borrower”), each
    lender from time to time party hereto (collectively, the
    “Lenders” and each individually, a
    “Lender”), REGIONS BANK, as Administrative
    Agent (in such capacity, the “Administrative
    Agent”), Swing Line Lender, and Letter of Credit
    Issuer, REGIONS CAPITAL MARKETS, a division of Regions Bank, as
    Lead Arranger and Bookrunner, THE PRIVATE BANK AND
    TRUST COMPANY, as Syndication Agent (the
    “Syndication Agent”) and TEXAS CAPITAL BANK,
    NATIONAL ASSOCIATION, and CAPITAL ONE, N.A., as Co-Documentation
    Agents (the “Documentation Agent”).



 




    RECITALS:



 



    A. The Borrower, the Lenders party thereto and the
    Administrative Agent have entered into that certain Second
    Amended and Restated Credit Agreement dated as of May 6,
    2010 (as the same has been and may be amended, modified,
    supplemented or restated from time to time, the “Credit
    Agreement”).



 



    B. The Borrower, the Lenders, and the Administrative Agent
    now desire to amend the Credit Agreement as provided herein.



 



    NOW, THEREFORE, in consideration of the premises herein
    contained and other good and valuable consideration, the receipt
    and sufficiency of which are hereby acknowledged, the Borrower,
    the Administrative Agent and the Lenders party hereto hereby
    agree as follows:



 




    ARTICLE I

    



 




    Definitions



 



    Section 1.1  Definitions.  Capitalized
    terms used in this Amendment, to the extent not otherwise
    defined herein, shall have the same meanings as in the Credit
    Agreement, as amended hereby.



 




    ARTICLE II

    



 




    Amendments
    to the Credit Agreement



 



    Section 2.1  Amendments
    to Section 1.01 of the Credit Agreement.  



 



    (a) Effective as of the date hereof, the following
    definitions shall be added to Section 1.01 of the
    Credit Agreement in alphabetical order to read in their entirety
    as follows:



 



    ‘‘Futures Merger” means the
    proposed amalgamation of PFS and Penson Futures (whether by
    merger, consolidation, asset sale or otherwise) after the Second
    Amendment Effective Date.



 



    ‘‘Second Amendment Effective Date”
    means August 4, 2011.














 







    (b) Effective as of the date hereof, the following
    definitions in Section 1.01 of the Credit Agreement
    shall be amended and restated to read in their entirety as
    follows:



 



    ‘‘Consolidated EBITDA” means, for
    any period, and in all cases without duplication, for the
    Borrower and its Subsidiaries on a consolidated basis, an amount
    equal to Consolidated Net Income for such period plus
    (a) the following to the extent deducted in calculating
    such Consolidated Net Income: (i) Interest Charges for such
    period, (ii) the provision for Federal, state, local and
    foreign income taxes payable by the Borrower and its
    Subsidiaries for such period, (iii) depreciation and
    amortization expense, (iv) non-cash stock based
    compensation, (v) costs, expenses and fees incurred in
    connection with the Ridge Acquisition, the 2017 Notes Offering,
    the 2014 Notes Offering, the Existing Credit Agreement and this
    Agreement (including amendments hereto), and (vi) all
    one-time, non-recurring expenses incurred or charged to income
    during such period (including, without limitation, write downs
    for the second fiscal quarter of 2011 of problem accounts
    receivable in existence as of the Second Amendment Effective
    Date, in an aggregate amount up to but not exceeding
    $43,000,000) minus (b) the following to the extent included
    in calculating such Consolidated Net Income: (i) Federal,
    state, local and foreign income tax credits of the Borrower and
    its Subsidiaries for such period and (ii) all non cash
    items increasing Consolidated Net Income for such period. In
    addition, for the twelve month period following the closing of
    the Ridge Acquisition, the calculation of Consolidated EBITDA
    shall include an amount equal to $1,050,000 for any month
    (commencing with the first full month after the closing of the
    Ridge Acquisition) for which the actual EBITDA earned by PFS and
    attributable to correspondent clearing contracts acquired in the
    Ridge Acquisition is not included in the calculation of
    Consolidated EBITDA.



 



    ‘‘Equity Repurchase” means the
    Borrower’s repurchase of its Equity Interests (a) with
    respect to (i) any shares withheld to cover tax-withholding
    requirements relating to the vesting of restricted stock units
    issued pursuant to, and other ordinary course repurchases in
    respect of, the 2000 Stock Incentive Plan and (ii) upon the
    consent of the Required Lenders, any other restricted stock
    units or stock options repurchased from former employees,
    directors or contractors in accordance with the terms of the
    Borrower’s restricted stock unit or stock option plans; and
    (b) in connection with the workout
    and/or
    restructuring of problem accounts receivable in existence as of
    the Second Amendment Effective Date, in an aggregate amount for
    clause (b) up to but not exceeding 1,250,000 shares of
    Borrower stock.



 



    ‘‘Total Commitments” means the
    Commitments of all the Lenders in an aggregate amount up to but
    not exceeding $50,000,000, as may be increased in accordance
    with Section 2.14(a).



 



    Section 2.2  Amendment
    to Section 2.01 of the Credit
    Agreement.  Effective as of the date hereof,
    Section 2.01 of the Credit Agreement shall be
    amended and restated to read in its entirety as follows:



 



    2.01 Revolving Loans.   Subject to the
    terms and conditions set forth herein, each Lender severally
    agrees to make loans (each such loan, a “Revolving
    Loan”) to the Borrower from time to time, on any
    Business Day during the Availability Period, in an aggregate
    amount not to exceed at any time outstanding the amount of such
    Lender’s Commitment; provided, however, that
    after giving effect to any Revolving Borrowing, (i) the
    Total Outstandings shall not exceed the Total Commitments, and
    (ii) the aggregate Outstanding Amount of the Revolving
    Loans of any Lender, plus such Lender’s Pro Rata
    Percentage of the Outstanding Amount of all Letter of Credit
    Obligations, plus such Lender’s Pro Rata Percentage
    of the Outstanding Amount of all Swing Line Loans shall not
    exceed such Lender’s Commitment; and provided
    further that, notwithstanding anything in this Agreement to the
    contrary, (a) at any time that the Consolidated Leverage
    Ratio is greater than or equal to **** to **** for a measurement
    period (on a pro forma basis after giving effect to any proposed
    Borrowing), no new Borrowings shall be requested, and
    (b) at any time that the Consolidated Leverage Ratio is
    greater than the Original Consolidated Leverage Ratio for a
    measurement period, Availability shall be limited to $25,000,000
    for general corporate purposes. Within the limits of each
    Lender’s Commitment, and subject to the other terms and
    conditions hereof, the Borrower may borrow under this
    Section 2.01, prepay under Section 2.05,
    and reborrow under this Section 2.01. Revolving
    Loans may be Base Rate Loans or LIBOR Rate Loans, as further
    provided herein.





    

    2








 







    Section 2.3  Amendments
    to Section 2.05 of the Credit Agreement.  



 



    (a) Effective as of the date hereof,
    Section 2.05(d) of the Credit Agreement shall be
    amended and restated to read in its entirety as follows:



 



    (d) (i) Upon the Disposition of assets by the Borrower
    or any Subsidiary as permitted in Section 7.05(c)
    (for the avoidance of doubt, JBO Stock and Equity Interests
    shall not be considered assets for purposes of this subsection
    (d)(i)) 100% of the Net Cash Proceeds shall be paid within two
    Business Days to the Administrative Agent to be applied to the
    Loans (if any Loans are outstanding), and the Total Commitments
    shall be permanently reduced by the amount of the Net Cash
    Proceeds of such Disposition provided, however, that, with
    respect to any Net Cash Proceeds realized under a Disposition
    described in this Section 2.05(d)(i), at the
    election of the Borrower (as notified by the Borrower to the
    Administrative Agent on or prior to the date of such
    Disposition), and so long as no Default shall have occurred and
    be continuing, the Borrower or such Subsidiary may, instead of
    applying such amounts to the Loans, reinvest all or any portion
    of such Net Cash Proceeds in operating assets (including
    investments in capital of Subsidiaries) so long as within
    90 days after the receipt of such Net Cash Proceeds, such
    purchase shall have been consummated (as certified by the
    Borrower in writing to the Administrative Agent); and provided
    further, however, that any Net Cash Proceeds not subject to such
    definitive agreement or so reinvested by such time shall be
    immediately applied to the prepayment of the Loans as set forth
    in this Section 2.05(d)(i) along with a
    corresponding permanent reduction to the Total Commitments. The
    provisions of this Section 2.05(d)(i) do not
    constitute a consent to the consummation of any Disposition not
    otherwise permitted hereunder.



 



    (ii) ****



 



    (iii) ****



 



    (b) Effective as of the date hereof,
    Section 2.05(f) of the Credit Agreement shall be
    amended and restated to read in its entirety as follows:



 



    (f) If during the six-month period beginning on each of
    July 1, 2011, January 1, 2012, and July 1, 2012
    (each, a “Clean Down Period”) the Consolidated
    Leverage Ratio, as set forth in a Compliance Certificate
    received by the Administrative Agent pursuant to
    Section 6.02(a) in respect of a fiscal quarter
    ending during the applicable Clean Down Period, is greater than
    **** to ****, there shall be a period of at least thirty
    (30) consecutive days during the applicable Clean Down
    Period during which (i) the Total Outstandings shall be
    zero and (ii) no additional Loans shall be made and no
    Letters of Credit shall be issued; provided,
    however, that any Clean Down Period shall terminate prior
    to the end of any such six-month period if and at such time as
    the Borrower submits its regularly scheduled quarterly
    Compliance Certificate evidencing that the Consolidated Leverage
    Ratio is less than or equal to **** to ****.



 



    Section 2.4  Amendments
    to Section 7.02 of the Credit Agreement.  



 



    (a) Effective as of the date hereof,
    Section 7.02(i) of the Credit Agreement shall be
    amended to remove the “and” at the end thereof.



 



    (b) Effective as of the date hereof,
    Section 7.02(j) of the Credit Agreement shall be
    amended to delete the “..” at the end thereof and
    substituting “; and” in lieu thereof.



 



    (c) Effective as of the date hereof,
    Section 7.02 of the Credit Agreement shall be
    amended to add a new Section 7.02(k) to read in its
    entirety as follows:



 



    (k) Investments in connection with the workout
    and/or
    restructuring of problem accounts receivable (including
    Investments in connection with the workout
    and/or
    restructuring of Investments received in respect of such
    accounts receivable), so long as any new advances of
    capital made in connection with such workout
    and/or
    restructuring shall not exceed $**** in the aggregate over the
    term of this Agreement.



 



    Section 2.5  Amendments
    to Section 7.04 of the Credit Agreement.  



 



    (a) Effective as of the date hereof,
    Section 7.04(a) of the Credit Agreement shall be
    amended to remove the “and” at the end thereof.





    

    3








 







    (b) Effective as of the date hereof,
    Section 7.04(b) of the Credit Agreement shall be
    amended to delete the “.” at the end thereof and
    substituting “; and” in lieu thereof.



 



    (c) Effective as of the date hereof,
    Section 7.04 of the Credit Agreement shall be
    amended to add a new Section 7.04(c) to read in its
    entirety as follows:



 



    (c) without limitation to Section 7.04(b), the
    Borrower or any Subsidiary may Dispose of any Subsidiary (other
    than PFS or, to the extent that Penson Futures is the surviving
    entity after consummation of the Futures Merger, Penson
    Futures), whether by Disposal of assets, securities or by way of
    merger or consolidation, to any Person of all or substantially
    all of the assets
    and/or
    Equity Interests of such Subsidiary, provided that the
    Net Cash Proceeds are paid to the Administrative Agent as
    required by Section 2.05(d), and provided further
    that any such Disposition shall be for fair market value.



 



    Section 2.6  Amendments
    to Section 7.05 of the Credit Agreement.  



 



    (a) Effective as of the date hereof,
    Section 7.05(c) of the Credit Agreement shall be
    amended by replacing “Section 2.05(d)”
    with “Section 2.05(d)(i)” and removing the
    “and” at the end thereof.



 



    (b) Effective as of the date hereof,
    Section 7.05(d) of the Credit Agreement shall be
    amended to delete the “.” at the end thereof and
    substituting “; and” in lieu thereof.



 



    (c) Effective as of the date hereof,
    Section 7.05 of the Credit Agreement shall be
    amended to add a new Section 7.05(e) to read in its
    entirety as follows:



 



    (e) Dispositions of assets in connection with the workout
    and/or
    restructuring of problem accounts receivable (including
    Investments received in respect of such accounts receivable),
    provided that the Net Cash Proceeds are paid to the
    Administrative Agent as required by
    Section 2.05(d)(i).



 



    (d) Effective as of the date hereof, the last proviso of
    Section 7.05 of the Credit Agreement shall be
    amended and restated to read in its entirety as follows:



 



    provided, however, that any Disposition pursuant
    to clauses (a), (b), (c), (d) and (e) shall be for
    fair market value.



 



    Section 2.7  Amendments
    to Section 7.08 of the Credit Agreement.  



 



    (a) Effective as of the date hereof, Section 7.08 of
    the Credit Agreement shall be amended by adding after
    “Affiliate of the Borrower” at the beginning of the
    second line thereof “(other than the Borrower or a
    Subsidiary)”.



 



    Section 2.8  Amendment
    to Section 7.16(b) of the Credit
    Agreement.  Effective as of the date hereof,
    Section 7.16(b) of the Credit Agreement shall be
    amended and restated to read in its entirety as follows:



 



    (b) Consolidated Fixed Charge Coverage
    Ratio.  Permit the Consolidated Fixed Charge
    Coverage Ratio as of the end of any fiscal quarter measured
    quarterly in arrears on a rolling four quarter basis of the
    Borrower to be less than (i) for the fiscal quarter ending
    on each of September 30, 2011 and December 31, 2011,
    **** to **** and (ii) for the fiscal quarter ending on
    March 31, 2012 and thereafter, **** to ****.



 



    Section 2.9  Amendment
    to Section 7.16(c) of the Credit
    Agreement.  Effective as of the date hereof,
    Section 7.16(c) of the Credit Agreement shall be
    amended and restated to read in its entirety as follows:



 



    (c) Consolidated Leverage
    Ratio.  Permit the Consolidated Leverage Ratio
    as of the end of any fiscal quarter measured quarterly in
    arrears on a rolling four quarter basis to be greater than
    (i) for the fiscal quarter ending March 31, 2012
    through the fiscal quarter ending September 30, 2012, ****
    to **** and (ii) for the fiscal quarter ending
    December 31, 2012 and thereafter, **** to ****. The
    Consolidated Leverage Ratio shall not be tested for the fiscal
    quarter ending **** through the fiscal quarter ending ****.



 



    Section 2.10  Amendment
    to Schedule 2.01 to the Credit
    Agreement.  Effective as of the Second
    Amendment Effective Date, Schedule 2.01 to the Credit
    Agreement is hereby replaced with the Schedule 2.01
    attached hereto for all purposes under the Credit Agreement, and
    any reference to Schedule 2.01 in any Loan Document shall
    refer to the Schedule 2.01 attached hereto.





    

    4








 








    ARTICLE III

    



 




    Conditions
    Precedent to Effectiveness



 



    Section 3.1  Conditions.  The
    effectiveness of this Amendment is subject to the full
    satisfaction of each of the following conditions precedent:



 



    (a) Documents.  The Administrative
    Agent shall have received all of the following, in form and
    substance satisfactory to the Administrative Agent:



 



    (i) Amendment.  Executed
    counterparts of this Amendment, sufficient in number for
    distribution to the Administrative Agent, each Lender and the
    Borrower.



 



    (ii) Amendment Fee.  Payment of an
    amendment fee in an amount of ****% of the Commitment (as
    reduced pursuant to this Amendment) of each Lender executing
    this Amendment. Such amendment fee is due and payable on or
    before 5:00 pm Central time on the closing date of this
    Amendment.



 



    (iii) Other Fees.  Any fees
    required to be paid on or before the date hereof shall have been
    paid, including those fees required to be paid in that certain
    Fee Letter dated as of July 20, 2011, among the Borrower,
    the Administrative Agent, and Regions Capital Markets, a
    division of Regions Bank.



 



    (iv) Additional Information.  Such
    additional documents, instruments and information as the
    Administrative Agent, the Letter of Credit Issuer, the Swing
    Line Lender or the Required Lenders reasonably may require.



 



    (b) No Default or Event of
    Default.  No Default shall exist or would
    result from the execution of this Amendment.



 



    (c) No Material Adverse
    Effect.  Since the date of the most recent
    financial statements delivered by the Borrower to the
    Administrative Agent, no event or circumstance has occurred that
    has had or would be reasonably expected to have, either
    individually or in the aggregate, a Material Adverse Effect.



 



    (d) Representations and
    Warranties.  All of the representations and
    warranties contained in Article V of the Credit
    Agreement as amended hereby and in the other Loan Documents
    shall be true and correct on and as of the date hereof, with the
    same force and effect as if such representations and warranties
    had been made on and as of the date hereof, except to the extent
    that such representations and warranties specifically refer to
    an earlier date, in which case they shall be true and correct as
    of such earlier date and except that the representations and
    warranties contained in subsections (a) and (b) of
    Section 5.05 of the Credit Agreement shall be deemed
    to refer to the most recent statements furnished pursuant to
    clauses (a) and (b), respectively, of
    Section 6.01 of the Credit Agreement.



 




    ARTICLE IV

    



 




    No
    Waiver



 



    Section 4.1  No
    Waiver.  Nothing contained herein shall be
    construed as a waiver by the Administrative Agent or any Lender
    of any covenant or provision of the Credit Agreement, this
    Amendment, or any other Loan Document, or of any other contract
    or instrument between the Borrower and the Administrative Agent
    and/or the
    Lenders, and the failure of the Administrative Agent
    and/or any
    Lender at any time or times hereafter to require strict
    compliance by the Borrower of any provision thereof shall not
    waive, affect or diminish any right of the Administrative Agent
    or any Lender to thereafter demand strict compliance therewith.
    The Administrative Agent and the Lenders hereby reserve all
    rights granted under the Credit Agreement, this Amendment, the
    other Loan Documents and any other contract or instrument
    between the Borrowers and the Administrative Agent
    and/or the
    Lenders.





    

    5








 








    ARTICLE V

    



 




    Ratifications,
    Representations and Warranties



 



    Section 5.1  Ratifications.  The
    terms and provisions set forth in this 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 Amendment, the terms and provisions of the
    Credit Agreement are ratified and confirmed and shall continue
    in full force and effect. The Borrower, the Administrative Agent
    and the Lenders agree that the Credit Agreement as amended
    hereby shall continue to be legal, valid, binding and
    enforceable in accordance with its terms.



 



    Section 5.2  Representations
    and Warranties.  The Borrower hereby
    represents and warrants to the Administrative Agent and each
    Lender that (a) the representations and warranties
    contained in Article V of the Credit Agreement, as
    amended hereby, and any 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 that such representations and
    warranties specifically refer to an earlier date, in which case
    they shall be true and correct as of such earlier date, and
    except that the representations and warranties contained in
    subsections (a) and (b) of Section 5.05 of
    the Credit Agreement shall be deemed to refer to the most recent
    statements furnished pursuant to clauses (a) and (b),
    respectively, of Section 6.01 of the Credit
    Agreement, and (b) no Default has occurred and is
    continuing.



 




    ARTICLE VI

    



 




    Miscellaneous



 



    Section 6.1  Survival
    of Representations and Warranties.  All
    representations and warranties made in this Amendment or any
    other Loan Document including any Loan Document furnished in
    connection with this Amendment shall survive the execution and
    delivery of this Amendment and the other Loan Documents, and no
    investigation by the Administrative Agent or any Lender or any
    closing shall affect the representations and warranties or the
    right of the Administrative Agent or any Lender to rely upon
    them.



 



    Section 6.2  Reference
    to 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. This Amendment is a Loan Document.



 



    Section 6.3  Severability.  Any
    provision of this Amendment held by a court of competent
    jurisdiction to be invalid or unenforceable shall not impair or
    invalidate the remainder of this Amendment and the effect
    thereof shall be confined to the provision so held to be invalid
    or unenforceable.



 



    Section 6.4  APPLICABLE
    LAW.  THIS AMENDMENT AND ALL OTHER LOAN
    DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN
    MADE AND TO BE PERFORMABLE IN TEXAS AND SHALL BE GOVERNED BY AND
    CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.



 



    Section 6.5  Successors
    and Assigns.  This Amendment is binding upon
    and shall inure to the benefit of the parties hereto and their
    respective successors and assigns, except the Borrower may not
    assign or transfer any of its rights or obligations hereunder
    without the prior written consent of the Administrative Agent
    and each Lender.



 



    Section 6.6  Counterparts.  This
    Amendment may be executed in one or more counterparts and by
    different parties on separate counterparts, each of which when
    so executed shall be deemed to be an original, but all of which
    when taken together shall constitute one and the same
    instrument. Delivery of an executed counterpart of any signature
    pages hereto by telecopy,
    e-mail or
    other electronic transmission shall be effective as delivery of
    originally executed signature pages.



 



    Section 6.7  Effect
    of Waiver.  No consent or waiver, express or
    implied, by the Administrative Agent and the Lenders to or for
    any breach of or deviation from any covenant, condition or duty
    by the Borrower shall be deemed a consent or waiver to or of any
    other breach of the same or any other covenant, condition or
    duty.





    

    6








 







    Section 6.8  Headings.  The
    headings, captions, and arrangements used in this Amendment are
    for convenience only and shall not affect the interpretation of
    this Amendment.



 



    Section 6.9  ENTIRE
    AGREEMENT.  THIS AMENDMENT AND THE OTHER LOAN
    DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND
    MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
    OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
    UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.



 



    [Remainder of the Page Intentionally Left Blank. Signature
    Pages to Follow.]





    

    7








 







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



 



    Penson Worldwide, Inc.
    



 


			
	 	    By: 
	
    /s/  Roger
    J. Engemoen Jr.









    Name:     Roger J. Engemoen Jr.

    Title: Chairman



 



    Signature Page to Second Amendment














 







    REGIONS BANK,




    as Administrative Agent, a Lender, Letter of




    Credit Issuer and Swing Line Lender



 


			
	 	    By: 
	
    /s/  Robin
    Ingane








			
	 	    Name:     Robin Ingane

    Title: 
	
    Sr. Vice Pres.




 



    Signature Page to Second Amendment














 







    COMPASS BANK, successor in interest

    to Guaranty Bank, as a Lender



 


			
	 	    By: 
	
    /s/  D.
    Sowards








			
	 	    Name:     Debbie Sowards

    Title: 
	
    Sr. Vice President




 



    Signature Page to Second Amendment














 







    CAPITAL ONE, N.A., as a Lender and as

    Co-Documentation Agent



 


			
	 	    By: 
	
    /s/  Jacob
    J. Villere








			
	 	    Name:     Jacob J. Villere

    Title: 
	
    VP — US Corporate Banking




 



    Signature Page to Second Amendment














 







    TEXAS CAPITAL BANK, NATIONAL

    ASSOCIATION, as a Lender and as Co-

    Documentation Agent



 


			
	 	    By: 
	
    /s/  Paul
    Howell








			
	 	    Name:     Paul Howell

    Title: 
	
    Senior Vice President




 



    Signature Page to Second Amendment














 







    THE PRIVATEBANK AND
    TRUST

    COMPANY, as a Lender and as

    Syndication Agent



 


			
	 	    By: 
	
    /s/  Chandra
    Pierson








			
	 	    Name:     Chandra Pierson

    Title: 
	
    Associate Managing Director




 



    Signature Page to Second Amendment














 








    SCHEDULE 2.01



 




    COMMITMENTS

    AND PRO RATA PERCENTAGES



 


	 	 	 	 	 
	
 
	
 
	
 
	
 
	
    Pro Rata

    

	
    Lender
	
 
	
    Commitment
	
 
	
    Percentage

	 

	

    Regions Bank


	
 
	
    $****
	
 
	
    ****%

	

    Compass Bank, as successor in interest to Guaranty Bank


	
 
	
    $****
	
 
	
    ****%

	

    Capital One, N.A.


	
 
	
    $****
	
 
	
    ****%

	

    Texas Capital Bank, National Association


	
 
	
    $****
	
 
	
    ****%

	

    The PrivateBank and Trust Company


	
 
	
    $****
	
 
	
    ****%

	

    Union Bank, N.A.


	
 
	
    $****
	
 
	
    ****%

	

    Total


	
 
	
    $****
	
 
	
    ****%