FIRST AMENDMENT TO FIRST AMENDED AND RESTATED
THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AGREEMENT (herein called this “First
Amendment”) made as of April 2, 2007, by and between U.S. HOME SYSTEMS, INC., a Delaware corporation (“Borrower”), and
THE FROST NATIONAL BANK, a national banking association (“Lender”).
W I T N E S S E T H:
WHEREAS, Borrower and Lender have entered into that certain First Amended and Restated Loan Agreement dated as of
February 9, 2006, with an effective date as of February 10, 2006 (as from time to time amended, modified or restated, the “Original
Agreement”) for the purposes and consideration therein expressed, pursuant to which Lender became obligated to make loans
to Borrower as therein provided; and
WHEREAS, Borrower and Lender desire to amend the Original Agreement for the purposes expressed herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in
the Original Agreement, in consideration of the loans which may hereafter be made by Lender to Borrower, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
DEFINITIONS AND REFERENCES
§ 1.1 Terms Defined in the Original Agreement . Unless the context otherwise requires or unless otherwise expressly
defined herein, the terms defined in the Original Agreement shall have the same meanings whenever used in this Amendment.
§ 1.2. Other Defined Terms . Unless the context otherwise requires, the following terms when used in this First Amendment
shall have the meanings assigned to them in this § 1.2.
“ Loan Agreement ” means the Original Agreement as amended hereby.
“ First Amendment ” means this First Amendment to Loan Agreement.
“ First Amendment Documents ” means the Consent and Agreement executed by Guarantors, a Revolving Promissory
Note of even date herewith in the stated principal a