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     (a) the Administrative Agent shall have received counterparts of this Waiver executed by eachLender;     (b) the Administrative Agent shall have received in immediately available funds for the prorata account of each Lender an amendment fee equal to the product of (i) 0.25% and (ii) the amountof each Lender’s Commitment; and     (c) the Administrative Agent shall have received counterparts of this Waiver executed by theBorrower and acknowledged by each Guarantor.     4. REFERENCE TO THE LOAN AGREEMENT.     (a) Upon the effectiveness of this Waiver, each reference in the Loan Agreement to “thisAgreement”, “hereunder”, or words of like import shall mean and be a reference to the LoanAgreement, as affected by this Waiver.     (b) Except as expressly set forth herein, this Waiver shall not by implication or otherwiselimit, impair, constitute a waiver of, or otherwise affect the rights or remedies of theAdministrative Agent or the Lenders under the Loan Agreement or any of the other Loan Documents,and shall not alter, modify, amend, or in any way affect the terms, conditions, obligations,covenants, or agreements contained in the Loan Agreement or the other Loan Documents, all of whichare hereby ratified and affirmed in all respects and shall continue in full force and effect.     5. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay on demand all costs and expenses ofthe Administrative Agent in connection with the preparation, reproduction, execution and deliveryof this Waiver and the other instruments and documents to be delivered hereunder (including thereasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respectthereto).     6. GUARANTORS’ACKNOWLEDGMENT. By signing below, each Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by the Borrower ofthis Waiver, (b) acknowledges and agrees that its obligations in respect of its Guaranty Agreementare not released, diminished, waived, modified, impaired or affected in any manner by this Waiveror any of the provisions contemplated herein, (c) ratifies and confirms its obligations under itsGuaranty Agreement, and (d) acknowledges and agrees that it has no claims or offsets against, ordefenses or counterclaims to, its Guaranty Agreement.     7. EXECUTION IN COUNTERPARTS. This Waiver may be executed in any number of counterparts andby different parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed to be an original and all of which when taken together shall constitute but one andthe same instrument. For purposes of this Waiver, a counterpart hereof (or signature page thereto)signed and transmitted by any Person party hereto to the Administrative Agent (or its counsel) byfacsimile machine, telecopier or electronic mail is to be treated as an original. The signature ofsuch Person thereon, for purposes hereof, is to be considered as an original signature, and thecounterpart (or signature page thereto) so transmitted
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is to be considered to have the same binding effect as an original signature on an originaldocument.     8. GOVERNING LAW; BINDING EFFECT. This Waiver shall be governed by and construed inaccordance with the laws of the State of Texas, provided that the Administrative Agent and eachLender shall retain all rights arising under federal law, and shall be binding upon the partieshereto and their respective successors and assigns.     9. HEADINGS. Section headings in this Waiver are included herein for convenience of referenceonly and shall not constitute a part of this Waiver for any other purpose.     10. ENTIRE AGREEMENT. THE LOAN AGREEMENT, AS MODIFIED BY THIS WAIVER, AND THE OTHER LOANDOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCEOF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NOUNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
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       Executed as of the date first written above.             BORROWER: CRAFTMADE INTERNATIONAL, INC.         By:                     /s/ Brad Dale Heimann         Name:             Title:                OTHER OBLIGORS:         WOODARD—CM, LLC,  a Delaware limited liability company         By: /s/ J. Marcus Scrudder