SECOND AMENDMENT TO CREDIT AGREEMENT
Exhibit
10.1
SECOND
AMENDMENT TO CREDIT AGREEMENT
THIS
AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered into as of April
17,
2007, by and between DXP ENTERPRISES, INC., a Texas corporation ("Borrower"),
and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS,
Borrower is currently indebted to Bank pursuant to the terms and conditions
of
that certain Credit Agreement between Borrower and Bank dated as of August
2,
2005, as amended from time to time ("Credit Agreement").
WHEREAS,
Bank and Borrower have agreed to certain changes in the terms and conditions
set
forth in the Credit Agreement and have agreed to amend the Credit Agreement
to
reflect said changes.
NOW,
THEREFORE, for valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties hereto agree that the Credit Agreement shall
be
amended as follows:
1. Section 1.1.
(a) is hereby amended by deleting "Forty Million Dollars ($40,000,000.00)"
as
the maximum principal amount available under the Line of Credit, and by
substituting for said amount "Fifty Million Dollars
($50,000,000.00)".
2. The
following is hereby added to the Credit Agreement as
Section 1.5:
"SECTION
1.5. SUBORDINATION
OF DEBT. All indebtedness
and
other
obligations of Borrower to Xxxxx X. Xxxx, Xxxxxxx X. XxXxxxxxx and Xxxxx X.
Xxxxxx and Xxxx X. Xxxxxx shall be subordinated in right of repayment to all
indebtedness and other obligations of Borrower to Bank, as evidenced by and
subject to the terms of subordination agreements in form and substance
satisfactory to Bank."
3. Except
as
specifically provided herein, all terms and conditions of the Credit Agreement
remain in full force and effect, without waiver or modification. All terms
defined in the Credit Agreement shall have the same meaning when used in this
Amendment. This Amendment and the Credit Agreement shall be read together,
as
one document.
4. Borrower
hereby remakes all representations and warranties contained in the Credit
Agreement and reaffirms all covenants set forth therein. Borrower further
certifies that as of the date of this Amendment there exists no Event of Default
as defined in the Credit Agreement, nor any condition, act or event which with
the giving of notice or the passage of time or both would constitute any such
Event of Default.
NOTICE:
THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THE INDEBTEDNESS CONSTITUTE
A
WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN 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 BETWEEN
THE PARTIES RELATING TO THE INDEBTEDNESS.
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as
of the day and year first written above.
XXXXX
FARGO
BANK,
DXP
ENTERPRISES, INC. NATIONAL
ASSOCIATION
By:
/s/
Xxxxx Xxxxxx By:
/s/
Xxxxxx Xxxxx
Xxxxx
Xxxxxx, Chief Executive Officer Xxxxxx
Xxxxx, Vice
President