LANCER CORP /TX/
EXHIBIT 10.42
<DOCUMENT>
<TYPE>EX-10.42
<SEQUENCE>3
<FILENAME>a2074845zex-10_42.txt
<DESCRIPTION>EXHIBIT 10.42
<TEXT>
<Page>

                                                                   EXHIBIT 10.42

                               FIRST AMENDMENT TO
                 SEVENTH AMENDMENT AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO SEVENTH AMENDMENT AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") is made and entered into as of the 30th day of June, 2001,
among LANCER PARTNERSHIP, LTD., a Texas limited partnership ("OPERATING
SUBSIDIARY"), and LANCER DE MEXICO, S.A. DE C.V., formerly known as NUEVA
DISTRIBUIDORA LANCERMEX, S.A. de C.V., a SOCIEDAD ANONIMA DE CAPITAL VARIABLE
organized under the laws of the United Mexican States ("MEXICO SUBSIDIARY")
(Operating Subsidiary and Mexico Subsidiary are hereinafter referred to
individually as a "BORROWER" and collectively as "BORROWERS"); LANCER
CORPORATION, a Texas corporation ("PARENT COMPANY"); LANCER CAPITAL CORPORATION,
a Delaware corporation ("LANCER CAPITAL") and LANCER INTERNATIONAL SALES, INC.,
a Texas corporation, ("LANCER INTERNATIONAL") SERVICIOS LANCERMEX, S.A. DE C.V,
a SOCIEDAD ANONIMA DE CAPITAL VARIABLE organized under the laws of the United
Mexican States ("SERVICIOS LANCERMEX"), INDUSTRIAS LANCERMEX, S.A. DE C.V., a
SOCIEDAD ANONIMA DE CAPITAL VARIABLE organized under the laws of the United
Mexican States ("INDUSTRIAS LANCERMEX") (Lancer Capital, Lancer International,
Servicios Lancermex, Industrias Lancermex and Operating Subsidiary,
individually, a "GUARANTOR" and collectively, the "GUARANTORS"); and THE FROST
NATIONAL BANK ("FROST"), a national banking association, individually and as
agent for the Banks, HARRIS TRUST AND SAVINGS BANK, an Illinois banking
corporation ("HARRIS"), individually, and WHITNEY NATIONAL BANK, a national
banking association ("WHITNEY"), individually (individually, a "BANK" and
collectively, the "BANKS").

                                    RECITALS

     A. Borrowers, Parent Company, Guarantors and Banks entered into that
certain Seventh Amendment and Restated Credit Agreement dated effective June 30,
2000 (as amended, modified, restated and supplemented from time to time, the
"CREDIT AGREEMENT").

     B. Borrower has requested that the Banks renew and extend the Loans and
Commitments and to modify certain of the covenants contained in the Credit
Agreement.

     C. The Banks are willing to agree to such requested change on the terms and
conditions set forth in this Amendment.

<Page>

                                   AGREEMENTS

     In consideration of the foregoing premises, the mutual agreements contained
herein and other good and valuable consideration and reasonably equivalent
value, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

     1. DEFINITIONS. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the respective meanings set forth in
the Credit Agreement.

     2. The reference to July 15, 2002 in the last paragraph of Section 2.7 is
hereby changed to July 15, 2003.

     3. SECTIONS 2.9(a) AND (b) of the Credit Agreement are each hereby amended
in their entirety to read as follows:

          (a) On each Quarterly Date commencing September 30, 2000 and
     continuing consecutively until the payment of the Term A Loans in full,
     there shall be due and payable by Operating Subsidiary a principal
     installment in respect of outstanding Term A Loans in an aggregate
     principal amount of (i) $275,000 on each Quarterly Date from September 30,
     2000 through July 15, 2003, inclusive; PROVIDED, HOWEVER, the aggregate
     unpaid principal balance of the Term A Loans, together with accrued, unpaid
     interest thereon shall (unless the maturity thereof is sooner accelerated
     or otherwise becomes due and payable in accordance with the terms hereof or
     any other Loan Document) be due and payable in full by Operating Subsidiary
     on July 15, 2003.

          (b) On each Quarterly Date commencing September 30, 2000 and
     continuing consecutively until the payment of the Term B Loans in full,
     there shall be due and payable by Mexico Subsidiary a principal installment
     in respect of outstanding Term B Loans in an aggregate principal amount of
     $75,000; PROVIDED, HOWEVER, the aggregate unpaid principal balance of the
     Term B Loans, together with accrued, unpaid interest thereon shall (unless
     the maturity thereof is sooner accelerated or otherwise becomes due and
     payable in accordance with the terms hereof or any other Loan Document) be
     due and payable in full by Mexico Subsidiary on July 15, 2003.

<Page>

     4. SECTION 6.1(b) of the Credit Agreement is hereby amended in its entirety
to read as follows:

     (b) the ratio of:

         (i) EBIT of the Companies determined on a consolidated basis,

         to

         (ii) the interest expense (the actual accrued interest for debt
         payments, but not including t00he present value of interest rate swaps)
         of the Companies determined on a consolidated basis, (as of the end of
         each Fiscal Quarter and for the number of quarters shown below next to
         the ending date of each of the Fiscal Quarters listed below),

     to be less than set out below opposite the period in which such Fiscal
     Quarter ends;

     provided, however, for each Fiscal Quarter in which an Acquisition is
     consummated, and each Fiscal Quarter ending prior thereto, the financial
     information necessary to determine the foregoing ratio shall be adjusted to
     reflect, on a pro forma basis, such Acquisition as if it had occurred as of
     the beginning of the first of such Fiscal Quarters included in the relevant
     four-quarter measurement period,

<Table>
<Caption>
       Fiscal Quarter(s)           Number of Quarters in          Ratio
       Ended On or About         Calculation (Ending Quarter
                                     plus prior Quarters)
       ---------------------------------------------------------------------
<S>                                           <C>              <C>
        06-30-01                              4                1.25 to 1.00
       ---------------------------------------------------------------------
        09-30-01                              4                1.25 to 1.00
       ---------------------------------------------------------------------
        12/31/01                              4                1.40 to 1.00
       ---------------------------------------------------------------------
        03/31/02                              4                1.40 to 1.00
       ---------------------------------------------------------------------
        06/30/02                              4                1.50 to 1.00
       ---------------------------------------------------------------------
        09/30/02                              4                2.00 to 1.00
       ---------------------------------------------------------------------
        12/31/02 and                          4                2.50 to 1.00
        thereafter on a
        rolling four quarter
        basis
       ---------------------------------------------------------------------
</Table>

     5. SECTION 6.1(g) of the Credit Agreement is hereby amended in its entirety
to read as follows:

<Page>

         (g) the ratio of (i) Total Funded Debt as of the end of any Fiscal
         Quarter to (ii) Consolidated EBITDA for the four-quarter period ending
         as of the end of such Fiscal Quarter, to be more than set out below
         opposite the period in which such Fiscal Quarter ends; provided,
         however, (1) for each Fiscal Quarter in which an Acquisition is
         consummated, and each Fiscal Quarter ending prior thereto, the
         financial information necessary to determine Consolidated EBITDA shall
         be adjusted to reflect, on a pro forma basis, such Acquisition as if it
         had occurred as of the beginning of the first of such Fiscal Quarters
         included in the relevant four-quarter measurement period:

<Table>
<Caption>
                Fiscal Quarters Ended On or About             Ratio
                ---------------------------------             -----
<S>                                                       <C>
                           06/30/01                       4.50 to  1.00
                           09/30/01                       4.50 to  1.00
                           12/31/01                       4.25 to  1.00
                           03/31/02                       4.25 to  1.00
                           06/30/02                       4.00 to  1.00
                           09/30/02                       3.50 to  1.00
                           12/31/02 and thereafter        3.00 to  1.00
</Table>

6. SECTION 6.1(h) of the Credit Agreement is hereby amended in its entirety to
read as follows:

         (h) the capital expenditures of the Companies determined on a
         consolidated basis to exceed the amount set out below opposite the
         applicable period; provided that there shall be excluded from the
         calculation of such capital expenditures (i) any capital expenditure of
         any Company to the extent that such Company is reimbursed for such
         capital expenditure by The Coca-Cola Company and (ii) up to $500,000 in
         Capital Lease Obligations of the Companies determined on a consolidated
         basis for any Fiscal Year:

<Table>
<Caption>
                  Fiscal Years (Beginning/Ending)                Amount
                  -------------------------------                ------
<S>                                                           <C>
                     1/1/96 through 12/31/96                  $  4,000,000
                     1/1/96 through 12/31/97                  $  8,000,000
                     1/1/96 through 12/31/98                  $ 12,000,000
                     1/1/96 through 12/31/99                  $ 16,000,000
                     1/1/96 through 12/31/00                  $ 20,000,000
                     1/1/96 through 12/31/01                  $ 24,000,000
                     1/1/96 through 12/31/02                  $ 28,000,000
</Table>

     7. SECTION 6.1(i) of the Credit Agreement is hereby amended in its entirety
to read as follows:

<Page>

     (i) the ratio of (i) Cost of Goods Sold for the four-quarter period ending
     as of the end of each Fiscal Quarter to (ii) Total Inventory as of the end
     of any Fiscal Quarter, to be less than for the four-quarter period ending
     as of the end of such Fiscal Quarter set out below opposite the period in
     which such Fiscal Quarter ends:

<Table>
<S>                                                           <C>
                  12/31/01 through 09/30/02                   2.00 to  1.00
                  12/31/02                                    2.50 to  1.00
                  03/31/03 through 06/30/03 and thereafter    2.00 to  1.00
</Table>

     8. The Credit Agreement is hereby amended to add the following as SECTION
6.1(j):

     (j) the ratio of the sum of (a) consolidated EBITDA, less (b) capital
     expenditures, plus (c) capital expenditures reimbursable by the Coca-Cola
     Company, plus (d) debt or capital leases incurred in connection with the
     capital asset acquisition, less (e) gain or loss on the sale of capital
     assets, plus (f) cash proceeds from the sale of assets to (ii) the sum of
     (a) contractually due principal and interest, plus (b) non-contractual debt
     retirement (excluding payments on the Revolving Loans), plus (c) capital
     lease payments, all calculated on a consolidated basis for the four quarter
     period ending as of the last day of each Fiscal Quarter to be less than:

<Table>
<S>                                                           <C>
                  12/31/01                                    1.00
                  03/31/02                                    0.85
                  06/30/02 and thereafter                     1.00
</Table>

     9. The Credit Agreement is hereby amended to add the following as
subsection (viii) to Section 10.6 immediately before the phrase "PROVIDED,
FURTHER, THAT,:

     (viii) modify the financial covenant set forth in Section 6.1(j).

     10. Annex A of the Credit Agreement is hereby deleted in its entirety and
replaced with Annex A attached hereto and incorporated herein.

     11. Exhibit M -- Compliance Certificate is hereby amended to incorporate
the changes shown above to subsections 6.1 (b), (g), (h), (i) and (j) of the
Credit Agreement.

<Page>

     12. By execution hereof, Parent Company also reaffirms and renews that
certain Stock Pledge Agreement executed by Parent Company dated as of June 30,
2000.

     13. In order to induce the Agent and the Banks to enter into this
Amendment, each Borrower hereby represents and warrants to the Agent and the
Banks that, as of the date of this Amendment, (a) the representations and
warranties set forth in the Credit Agreement and each other Loan Document are
true and correct as if made on and as of the date hereof (other than those
representations and warranties expressly limited by their terms to a specific
date), (b) no Default or Event of Default has occurred and is continuing, except
as already acknowledged in writing by Banks, and (c) no event has occurred since
the date of the most recent financial statements delivered pursuant to Section
5.1 of the Credit Agreement that has caused a Material Adverse Effect, except as
acknowledged in writing by Banks.

     14. Each Borrower hereby acknowledges and agrees that, to the best of their
knowledge and belief, no facts events status or conditions presently exist
which, either now or with the passage of time or the giving of notice or both,
presently constitute or will constitute a basis for any claim or cause of action
against any of the Banks, or any defense to the payment of any of the
indebtedness evidenced or to be evidenced by any of the Loan Documents.

     15. In the event that any one or more of the provisions contained in this
Amendment shall be determined invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision
or provisions in every other respect and the remaining provisions of this
Amendment shall not be impaired in any way.

     16. When required or implied by the context used, defined terms used herein
shall include the plural as well as the singular, and vice versa.

     17. This Amendment shall be governed by and construed in accordance with
the internal laws of the State of Texas and applicable federal laws of the
United States of America. This Amendment has been entered into in Bexar County,
Texas and shall be performable for all purposes in Bexar County, Texas. The
courts within the State of Texas shall have jurisdiction over any and all
disputes arising under or pertaining to this Amendment; and any such dispute
shall be heard in the county or judicial district of the principal place of
business of The Frost National Bank.

     18. This Amendment shall be binding upon and inure to the benefit of all
parties hereto and their respective successors and assigns; provided, however,
that neither of the Borrowers nor any of their respective successors or assigns
may, without the prior written consent of all of the Banks, assign any rights,
powers, duties or obligations hereunder.

<Page>

     19. This Amendment may be executed in any number of counterparts and by
different parties hereto on separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute but one and the same instrument.

     20. This Amendment constitutes a Loan Document.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized signatories as of the day and year
first above written.

                                     OPERATING SUBSIDIARY:

                                     LANCER PARTNERSHIP, LTD. limited
                                     partnership

                                     By: Lancer Capital Corporation, a
                                         Delaware corporation, general partner

                                         By: /s/ SCOTT ADAMS
                                             ----------------
                                         Name:  Scott Adams
                                                ----------------------------
                                         Title: Treasurer
                                                ----------------------------

                                     MEXICO SUBSIDIARY:

                                     LANCER DE MEXICO, S.A. DE C.V., a
                                     SOCIEDAD ANONIMA DE CAPITAL VARIABLE
                                     organized under the laws of the United
                                     Mexican States

                                     By: /s/ SCOTT ADAMS
                                         ----------------------
                                     Name:  Scott Adams
                                            --------------------------------
                                     Title: Secretario
                                            --------------------------------

<Page>

                                     PARENT COMPANY:

                                     LANCER CORPORATION, a Texas corporation

                                     By: /s/ SCOTT ADAMS
                                         ----------------------
                                     Name:  Scott Adams
                                            --------------------------------
                                     Title: Treasurer
                                            --------------------------------

                                     GUARANTORS:

                                     SERVICIOS LANCERMEX, S.A. DE C.V.,
                                     a SOCIEDAD ANONIMA DE CAPITAL VARIABLE
                                     organized under the laws of the United
                                     Mexican States,solely as guarantor of the
                                     indebtedness of Lancer de Mexico, S.A. de
                                     C.V.

                                     By: /s/ SCOTT ADAMS
                                         ----------------------
                                     Name:  Scott Adams
                                            --------------------------------
                                     Title: Secretario
                                            --------------------------------

                                     INDUSTRIAS LANCERMEX, S.A. DE C.V.,
                                     a SOCIEDAD ANONIMA DE CAPITAL VARIABLE
                                     organized under the laws of the United
                                     Mexican States,solely as guarantor of the
                                     indebtedness of Lancer de Mexico, S.A. de
                                     C.V.

                                     By: /s/ SCOTT ADAMS
                                         ----------------------
                                     Name:  Scott Adams
                                            --------------------------------
                                     Title: Secretario
                                            --------------------------------

                                     LANCER INTERNATIONAL SALES, INC.,
                                     a Texas corporation

                                     By: /s/ SCOTT ADAMS
                                         ----------------------
                                     Name:  Scott Adams
                                            --------------------------------
                                     Title: Treasurer
                                            --------------------------------

<Page>

                                     AGENT/BANKS:

                                     THE FROST NATIONAL BANK, a national
                                     banking association, Individually and as
                                     the Agent

                                     By: /s/ KELLY WEAVER
                                         -----------------------------------
                                     Name:  Kelly Weaver
                                          ----------------------------------
                                     Title: Vice President
                                           ---------------------------------

                                     WHITNEY NATIONAL BANK, a national
                                     banking association

                                     By: /s/ ROBERT L. BROWNING
                                        ------------------------------------
                                     Name:  Robert L. Browning
                                          ----------------------------------
                                     Title: Senior Vice President
                                           ---------------------------------

                                     HARRIS TRUST AND SAVINGS BANK,
                                     an Illinois banking corporation

                                     By:  /s/ PAUL RUBRICH
                                         -----------------------------------
                                     Name:  Paul Rubrich
                                          ----------------------------------
                                     Title: Vice President
                                           ---------------------------------

<Page>

                                     ANNEX A

THE FROST NATIONAL BANK, a national banking association

1.   Domestic Lending Office:

     The Frost National Bank
     100 West Houston Street
     San Antonio, Texas 78205

2.   LIBOR Lending Office:

     The Frost National Bank
     100 West Houston Street
     San Antonio, Texas 78205

<Table>
<S>  <C>                      <C>
3.   Term A Commitment:       $ 5,911,875.00

4.   Term B Commitment:       $ 800,000.00

5.   Revolving Commitment:    $ 15,000,000.00

6.   Acquisition Commitment:  0

7.   Total Commitment:        $ 21,711,875.00
</Table>

8.   Information for Notices:

     The Frost National Bank
     100 West Houston Street
     San Antonio, Texas 78205
     Attention:  Beth Weakley
     Phone: (210) 220-5393
     Fax:   (210) 220-4626

                                    Annex A-1
<Page>

WHITNEY NATIONAL BANK, a national banking association

1.   Domestic Lending Office:

     Whitney National Bank
     228 St. Charles Avenue
     New Orleans, Louisiana 70130

2.   LIBOR Lending Office:

     Whitney National Bank
     228 St. Charles Avenue
     New Orleans, Louisiana 70130

<Table>
<S>  <C>                      <C>
3.   Term A Commitment:       $ 1,974,566.25

4.   Term B Commitment:       $ 267,200.00

5.   Revolving Commitment:    $ 5,010,000.00

6.   Acquisition Commitment:  0

7.   Total Commitment:        $ 7,251,766.25
</Table>

8.   Information for Notices:

     Whitney National Bank
     228 St. Charles Avenue
     New Orleans, Louisiana 70130
     Attention:  Robert L. Browning, Senior Vice President

     Phone: (504) 586-7163
     Fax:   (504) 552-4622

                                    Annex A-2
<Page>

HARRIS TRUST AND SAVINGS BANK, an Illinois banking corporation

1.   Domestic Lending Office:

     Harris Trust and Savings Bank
     111 West Monroe Street 5 East
     Chicago, Illinois 60603

2.   LIBOR Lending Office:

     Harris Trust and Savings Bank
     111 West Monroe Street 5 East
     Chicago, Illinois 60603

<Table>
<S>  <C>                      <C>
3.   Term A Commitment:       $ 3,937,308.75

4.   Term B Commitment:       $ 532,800.00

5.   Revolving Commitment:    $ 9,990,000.00

6.   Acquisition Commitment:  0

7.   Total Commitment:        $ 14,460,108.75
</Table>

8.   Information for Notices:

     Harris Trust and Savings Bank
     111 West Monroe Street 5 East
     Chicago, Illinois 60603
     Attention:  Tim Broccolo

     Phone: (312) 461-2752
     Fax:   (312) 765-8382

                                    Annex A-3
<Page>

Address for Operating Subsidiary:

     Lancer Partnership, Ltd.
     6655 Lancer Boulevard
     San Antonio, Texas 78219
     Attention: Chief Financial Officer
     Phone: (210) 310-7000
     Fax:   (210) 310-7091

Address for Mexico Subsidiary:

     Lancer de Mexico, S.A. de C.V.
     c/o Lancer Corporation
     6655 Lancer Boulevard
     San Antonio, Texas 78219
     Attention: Chief Financial Officer
     Phone: (210) 310-7000
     Fax:   (210) 310-7091

Address for Parent Company:

     Lancer Corporation
     6655 Lancer Boulevard
     San Antonio, Texas 78219
     Attention: Chief Financial Officer
     Phone: (210) 310-7000
     Fax:   (210) 310-7091

Address for Lancer Capital, Lancer International, Servicios Lancermex,
Industrias Lancermex

     6655 Lancer Boulevard
     San Antonio, Texas 78219
     Attention: Chief Financial Officer
     Phone: (210) 310-7000
     Fax:   (210) 310-7091

</TEXT>
</DOCUMENT>
