Exhibit 10.40
SECOND AMENDMENT
TO
CREDIT AGREEMENT
THIS SECOND AMENDMENT dated as of May 2, 2006 (this "Amendment"), 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 (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").
RECITALS
WHEREAS, subsection 2.1A(iv) of the Credit Agreement permits Lenders and/or
other financial institutions not a party to the Credit Agreement, that are
approved by Administrative Agent, to provide up to an aggregate amount of
$10,000,000 in additional Revolving Loan Commitments.
WHEREAS, Company desires to exercise its right under subsection 2.1A(iv) of the
Credit Agreement to request additional Revolving Loan Commitments in an
aggregate principal amount of $5,000,000 (the "Second Amendment Revolving Loan
Commitments").
WHEREAS, Citigroup has agreed to make additional Revolving Loan Commitments in
an aggregate principal amount of $5,000,000 on the Second Amendment Effective
Date (as defined below) and Administrative Agent approves of the same.
WHEREAS, pursuant to subsection 2.1A(iv) of the Credit Agreement, Company and
Administrative Agent are authorized to amend the Credit Agreement without the
consent of the Lenders to the extent necessary to give effect to such additional
Revolving Loan Commitments.
WHEREAS, pursuant to an Assignment Agreement by and between Citigroup and BNP
Paribas, and consented to by Company and Administrative Agent (the
"Assignment"), BNP Paribas has, concurrently herewith, assigned to Citigroup
(and Citigroup has assumed) $2,000,000 of BNP Paribas' Revolving Loan Commitment
such that after giving effect to this Amendment and the Assignment, the
aggregate Revolving Loan Commitment of Citigroup will be $7,000,000.
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.
1
2.
AMENDMENTS TO DEFINITIONS.
(A)
NEW DEFINITIONS OF "SECOND AMENDMENT" AND "SECOND AMENDMENT
REVOLVING LOAN COMMITMENTS" SHALL BE ADDED TO SECTION 1.1 IN ALPHABETICAL ORDER
READING AS FOLLOWS:
'"Second Amendment" means that certain Second Amendment to this Agreement dated
as of May 2, 2006."
'"Second Amendment Effective Date" means the date the Second Amendment becomes
effective in accordance with its terms."
'"Second Amendment Revolving Loan Commitments" means the additional Revolving
Loan Commitments provided pursuant to the Second Amendment."
3.
AMENDMENTS TO SECTION 2: AMOUNTS AND TERMS OF COMMITMENTS AND
LOANS.
(A)
FIRST PARAGRAPH OF SUBSECTION 2.1A(II) OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY DELETING SUCH SUBSECTION IN ITS ENTIRETY AND SUBSTITUTING THE
FOLLOWING THEREFOR:
(A)
"REVOLVING LOANS.
EACH REVOLVING LENDER SEVERALLY AGREES, SUBJECT
TO THE LIMITATIONS SET FORTH BELOW WITH RESPECT TO THE MAXIMUM AMOUNT OF
REVOLVING LOANS PERMITTED TO BE OUTSTANDING FROM TIME TO TIME, TO LEND TO
COMPANY FROM TIME TO TIME DURING THE PERIOD FROM THE CLOSING DATE TO BUT
EXCLUDING THE