Exhibit 10.141


 


EXECUTION COPY


 


AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED CREDIT


AGREEMENT


 


THIS AMENDMENT NO. 13 TO SECOND AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of September 12, 2007 (this “Amendment”), is entered into by and
among F.I.R.C., INC., a Delaware corporation (the “Borrower”), the financial institutions
listed on the signature pages hereof (each individually a “Bank” and collectively, the “Banks”), WACHOVIA BANK, NATIONAL
ASSOCIATION (f/k/a First Union National Bank), 
and WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company
(“Wachovia Securities”).  Capitalized terms used and not otherwise
defined herein are used as defined in the Credit Agreement (as defined below).


 


WHEREAS,
the parties hereto are entering into this Amendment to amend certain provisions
of the Second Amended and Restated Credit Agreement, dated as of November 15,
2000 (as from time to time amended, supplemented or restated, the “Credit Agreement”)
by and among the Borrower, the financial institutions from time to time party
thereto, and Wachovia Securities as Agent;


 


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


 


SECTION 1:  Amendments.  Effective as of the Effective Date, the
Credit Agreement is hereby amended as follows:


 


(a)           The definition of “Commitment” in Section 1.01
of the Credit Agreement is  hereby
amended to read in its entirety as follows:


 


“Commitment
means, as to any Bank, each Bank’s Loan Percentage of (i) through February 13,
2008, $65,000,000 and (ii) after February 13, 2008, $50,000,000, in
either case, as such amount may be reduced or increased from time to time
pursuant to the terms and provisions hereof.”


 


SECTION 2.  Effective Date.  This Amendment shall become effective as of
the date (the “Effective Date”)
on which each of the following conditions precedent shall have been satisfied:


 


(a)           Amendment.  The Agent and each Bank shall have received
multiple counterparts, as requested, of this Amendment, executed and delivered
by a duly authorized officer of each party hereto.


 


(b)           Covenants.  The Borrower is in compliance with each of
its covenants set forth herein and each of the Facility Documents to which it
is a party.


 


(c)           No Default.  No event has occurred which constitutes a
Default or an Event of Default under the Facility Documents.


 

















 


(d)           Other Information.  The Borrower shall have taken such other
action, including delivery of approvals, consents, opinions, documents and
instruments, as the Agent may reasonably request.


 


SECTION 3.  Miscellaneous.


 


(a)           References Credit Agreement.  Upon the effectiveness of this Amendment,
each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”,
“herein”, or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby.


 


(b)           Effect on Credit Agreement.  Except as specifically amended above, the
Credit Agreement and all other documents, instruments and agreements executed
and/or delivered in connection therewith shall remain in full force and effect
and are hereby ratified and confirmed.


 


(c)           No Waiver.  The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or remedy of
any Person under the Credit Agreement or any other document, instrument or
agreement executed in connection therewith, nor constitute a waiver of any
provision contained therein.


 


(d)           Successors and Assigns.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and assigns.


 


(e)           Counterparts.  This Amendment may be executed in any number
of counterparts, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument but
all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page by facsimile shall be effective as delivery of a manually
executed counterpart of this Amendment.


 


(f)            Headings.  The descriptive headings of the various
sections of this Amendment are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.


 


(g)           Amendments.  This Amendment may not be amended or
otherwise modified except as provided in the Credit Agreement.


 


(h)           Costs and Expenses.  The Borrower agrees to pay, upon demand, all
costs and expenses (including, without limitation all attorneys’ fees and
related expenses) incurred by the Agent in connection with the preparation,
negotiation and execution of this Amendment.


 


(i)            GOVERNING
LAW.  THIS AMENDMENT
(INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF
TEXAS, OTHER THAN THE CONFLICT OF LAW RULES THEREOF.


 


2

















 


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


 


	
   

  	
  F.I.R.C,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


 


[signatures continued on next page]


 


[Signature page to Amendment No. 13 to
Second Amended and Restated Credit Agreement]


 

















 


	
   

  	
  WACHOVIA
  CAPITAL MARKETS, LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA
  BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  



[end of signatures]


 


[Signature page to Amendment No. 13 to
Second Amended and Restated Credit Agreement]