Exhibit 10.2
FIRST AMENDMENT
FIRST AMENDMENT, dated as of October 15, 2007 (this "Amendment"), to the CREDIT
AGREEMENT, dated as of April 26, 2007 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among ACA CAPITAL HOLDINGS,
INC., a Delaware corporation (the "Borrower"), the several banks and other
financial institutions or entities from time to time parties thereto (the
"Lenders"), and JPMORGAN CHASE BANK, N.A., as administrative agent for the
Lenders (in such capacity, the "Administrative Agent").
W I T N E S S E T H :
WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to
the Credit Agreement; and
WHEREAS, the Borrower has requested that the Administrative Agent and Lenders
agree to amend certain provisions of the Credit Agreement on the terms set forth
herein, and the Lenders are willing to agree to such amendments;
NOW THEREFORE, in consideration of the premises and mutual covenants contained
herein and in the Credit Agreement, the parties hereby agree as follows:
1.
DEFINED TERMS.
UNLESS OTHERWISE
DEFINED HEREIN, CAPITALIZED TERMS THAT ARE DEFINED IN THE CREDIT AGREEMENT ARE
USED HEREIN AS DEFINED THEREIN.
2.
AMENDMENTS TO THE CREDIT AGREEMENT.
EFFECTIVE ON AND AS OF THE FIRST AMENDMENT EFFECTIVE DATE (AS DEFINED IN SECTION
3 BELOW), THE CREDIT AGREEMENT IS HEREBY AMENDED AS FOLLOWS:
(A)
AMENDMENTS TO SECTION 1.01 OF THE CREDIT
AGREEMENT.
(I)
THE DEFINITION OF "AVAILABILITY PERIOD" IS HEREBY AMENDED BY ADDING THE
FOLLOWING PROVISO AT THE END OF SAID DEFINITION:
"; provided that the Availability Period shall not be in effect during the First
Amendment Suspension Period"
(II)
THE FOLLOWING DEFINITIONS OF "FIRST AMENDMENT EFFECTIVE DATE" AND "FIRST
AMENDMENT SUSPENSION PERIOD" SHALL BE ADDED TO SECTION 1.01 FOLLOWING THE
DEFINITION OF "FINANCIAL OFFICER":
"First Amendment Effective Date" has the meaning set forth in the First
Amendment, dated as of October 15, 2007, to this Agreement.
"First Amendment Suspension Period" means the period from the First Amendment
Effective Date to the first day thereafter on which the Net Worth of the
Borrower is at least $500,000,000 and the Borrower has delivered to the
Administrative Agent a certificate in reasonable detail evidencing such Net
Worth."
(B)
AMENDMENT TO SECTION 2.01 OF THE CREDIT AGREEMENT.
SECTION 2.01
OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING TO THE END OF
THE FIRST SENTENCE:
"or (c) at any time when the Net Worth of the Borrower is less than
$600,000,000, the sum of the total Revolving Credit Exposures plus the aggregate
principal amount of outstanding Competitive Loans exceeding $75,000,000"
(C)
AMENDMENT TO SECTION 2.05 OF THE CREDIT AGREEMENT.
SECTION
2.05(A)(I) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING "$20,000,000"
AND SUBSTITUTING "$0" THEREFOR.
(D)
AMENDMENT TO SECTION 2.11 OF THE CREDIT AGREEMENT.
SECTION
2.11(A) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE FOLLOWING
SENTENCE AT THE END OF SAID SECTION:
"In the event that, at any time after the end of the First Amendment Suspension
Period when the sum of