exv10w6






Exhibit 10.6




FIFTH AMENDMENT TO LOAN AGREEMENT




     THIS FIFTH AMENDMENT TO LOAN AGREEMENT (the “Fifth Amendment”) dated as of the 31st day of
December, 2008, 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 has executed amendments to Loan Agreement as evidenced by the First
Amendment to Loan Agreement dated as of December 31, 2005, the Second Amendment to Loan Agreement
dated December 31, 2006, the Third Amendment to Loan Agreement dated December 31, 2007, and the
Fourth Amendment to Loan Agreement dated July 24, 2008;



     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



					
	 	 	 	 	 
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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, 2009 (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 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.



ARTICLE II




Conditions of Effectiveness




     2.1 Effective Date. This Fifth Amendment shall become effective as of December 31,
2008, when, and only when, Lender shall have received counterparts of this Fifth 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 Renewal Promissory Note, payable to the order of Lender as set forth therein, duly
executed on behalf of the Borrower, dated effective December 31, 2008 in the principal
amount of $50,000,000.00, (ii) Arbitration and Notice of Final Agreement, (iii) Certificate
of Corporate Resolutions, and (iv) this Fifth 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
Fifth Amendment, Borrower represents and warrants the following:




     (a) Borrower has the corporate power to execute and deliver this Fifth Amendment, the
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 Fifth Amendment, the



					
	 	 	 	 	 
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Renewal Promissory Note, and other Loan Documents and the performance of 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 Fifth 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 Fifth Amendment.




     (d) The representations and warranties of Borrower contained in the Loan Agreement,
this Fifth Amendment, the 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 Fifth Amendment), the Renewal Promissory Note and all other Loan Documents.



     4.2 Ratification of Agreements. The Loan Agreement, this Fifth Amendment, the
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 Fifth Amendment. The execution, delivery and effectiveness of this
Fifth 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
Fifth 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 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 Fifth Amendment and under the Loan Agreement.



     5.2 Loan Document. This Fifth Amendment, the 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 Fifth 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 Fifth 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 Fifth Amendment.



     5.5 Release of Claims. Borrower, by its execution of this Fifth 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 FIFTH 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 FIFTH AMENDMENT, AND THE LOAN DOCUMENTS MAY BE AMENDED, REVISED, WAIVED, DISCHARGED,



					
	 	 	 	 	 
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RELEASED OR TERMINATED ONLY BY A WRITTEN INSTRUMENT OR 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 Fifth Amendment is executed effective as of the date first written
above.



	 	 	 	 	 
	BORROWER:              	FIRST FINANCIAL BANKSHARES, INC.

 	 
	 	By:  	/s/ F. Scott Dueser
 	 
	 	Its:  	President, CEO and Chairman of the Board 	 
	 	 	 	 
	 
	LENDER:       	THE FROST NATIONAL BANK

 	 
	 	By:  	/s/ Jerry L. Crutsinger
 	 
	 	Its:  	  Senior Vice President                                       	 
	 	 	 	 
	 




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



	 	 	 	 	 
	GUARANTOR:       	FIRST FINANCIAL BANKSHARES OF DELAWARE, INC.

 	 
	 	By:  	/s/ Gary L. Webb
 	 
	 	Its:  	President 	 
	 	 	 	 
	 



					
	 	 	 	 	 
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