EXHIBIT 10.47
FIRST AMENDMENT TO LOAN AGREEMENT
July 11, 2003
U.S. Home Systems, Inc.
000 Xxxxx Xxxxxxx
000 Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000
Re: Loan Agreement dated as of May 30, 2003 (as heretofore amended, the
"Loan Agreement") between U.S. Home Systems, Inc., a Delaware
corporation ("Borrower") and The Frost National Bank, a national
banking association ("Lender").
Ladies and Gentlemen:
In consideration of the mutual covenants and agreements contained herein
and in the Loan Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Lender and Borrower
hereby agree as follows:
1. Definitions. The reference to "seven (7) days" in the proviso clause in
the definition of "Eligible Installment Contract" in Section 2 of the Loan
Agreement is hereby amended to read "seven (7) business days."
2. Requesting Advances. The reference to "seven (7) days" in the last
sentence of Section 4(b) of the Loan Agreement is hereby amended to read "seven
(7) business days."
3. Conditions Precedent. This Agreement shall become effective as of the
date first above written when, and only when, Lender shall have received at
Lender's offices a counterpart of this Agreement executed and delivered by
Borrower and the Consent and Agreement executed and delivered by each of the
Guarantors.
4. Ratification. The Loan Agreement as hereby amended is hereby ratified
and confirmed in all respects and the Loan Agreement, as amended by this
Agreement, shall continue in full force and effect in accordance with the terms
hereof and thereof. Any reference to the Loan Agreement in any Loan Document
shall be deemed to refer to this Agreement also. The execution, delivery and
effectiveness of this Agreement shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of Lender under the Loan
Agreement or any other Loan Document nor constitute a waiver of any provision of
the Loan Agreement or any other Loan Document.
5. Representations and Warranties. All representations and warranties made
by Borrower in any Loan Document delivered on or before the date hereof are true
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
contemplated in the Loan Agreement) as if such representations and warranties
had been made as of the date hereof.
6. Events of Default. No Event of Default exists on the date hereof.
7. Loan Document. This Agreement is a Loan Document and all provisions in
the Loan Agreement pertaining to Loan Documents apply hereto and thereto. Any
capitalized terms used herein and not otherwise defined herein have the meanings
given them in the Loan Agreement.
8. Counterparts. This Agreement may be separately executed in counterparts
and by the different parties hereto in separate counterparts, each of which when
so executed shall be deemed to constitute one and the same Agreement.
9. ENTIRE AGREEMENT. THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN
DOCUMENTS, 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 OF THE
PARTIES.
Please indicate your agreement to the foregoing by signing where indicated
below.
Yours very truly,
THE FROST NATIONAL BANK
By:
----------------------------
Name:
Title:
Lender's Address:
P. X. Xxx 0000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxxx Xxxxxx
AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE
BORROWER:
U.S. REMODELERS, INC.
By:
------------------------------
Name:
Title:
000 Xxxxx Xxxxxxx
000 Xxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxx 00000
CONSENT AND AGREEMENT
Each of the undersigned hereby consents to the provisions of this Amendment
and the transactions contemplated herein, and hereby ratifies and confirms the
Guaranty Agreement dated as of May 30, 2003, made by it for the benefit of
Lender, and agrees that its obligations and covenants thereunder are unimpaired
hereby and shall remain in full force and effect.
U.S. REMODELERS, INC.
By:
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Name:
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Title:
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FIRST CONSUMER CREDIT, INC.
By:
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Name:
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Title:
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USA DECK, INC.
By:
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Name:
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Title:
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U.S. WINDOW CORPORATION
By:
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Name:
--------------------------
Title:
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FACELIFTERS HOME SYSTEMS, INC.
By:
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Name:
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Title:
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