**Exhibit10.135**

EXECUTION COPY

**AMENDMENTNO. 12 TO SECOND AMENDED AND RESTATED CREDITAGREEMENT**

**THIS AMENDMENT NO. 12 TO SECOND AMENDED AND RESTATED CREDITAGREEMENT**, dated as of February 14, 2007 (this “*Amendment*”), is entered into by andamong F.I.R.C., INC., a Delaware corporation (the “*Borrower*”), the financial institutionslisted on the signature pages hereof (each individually a “*Bank*” and collectively, the “*Banks*”), WACHOVIA BANK, NATIONALASSOCIATION (f/k/a First Union National Bank), and WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company(“*Wachovia Securities*”).  Capitalized terms used and not otherwisedefined herein are used as defined in the Credit Agreement (as defined below).

WHEREAS,the parties hereto are entering into this Amendment to amend certain provisionsof the Second Amended and Restated Credit Agreement, dated as of November 15,2000 (as from time to time amended, supplemented or restated, the “*Credit**Agreement*”)by and among the Borrower, the financial institutions from time to time partythereto, and Wachovia Securities as Agent;

NOWTHEREFORE, in consideration of the premises and the other mutual covenantscontained herein, the parties hereto agree as follows:

SECTION 1: Amendments.  Effective asof the Effective Date, the Credit Agreement is hereby amended as follows:

(a)                                  Thedefinition of “Credit Insurance” in Section 1.01 of the Credit Agreement ishereby amended by deleting “, GAP Insurance and VSI Insurance” from the firstline of the definition.

(b)                                 Thedefinition of “Liquidation Proceeds” in Section 1.01 of the Credit Agreement ishereby amended by deleting “, the VSI Insurance and the GAP Insurance” from thelast line of the definition.

(c)                                  Thedefinition of “Revolving Loan Termination Date” in Section 1.01 of the CreditAgreement is hereby amended and restated in its entirety to read as follows:

“Revolving LoanTermination Date means the earlier of (i) February 13, 2008 and (ii) thedate of termination in whole of the Commitments pursuant to Section 2.04 or 8.01.”

(d)                                 Eachof the definitions of “GAP Insurance” and “VSI Insurance” in Section 1.01 ofthe Credit Agreement is hereby deleted in its entirety.

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(e)                                  Clause(l) of Section 4.01 of the Credit Agreement is hereby amended by deleting “,the GAP Insurance, and the VSI Insurance” from the first line and replacing “are”with “is”.

(f)                                  Section8.01 of the Credit Agreement is hereby amended as follows:

(i)                                     Eachof clauses (j) and (l) is hereby amended by deleting “, the GAP Insurance, orthe VSI Insurance”; and

(ii)                                Clause(q) is hereby deleted in its entirety and replaced with “[reserved]; or”.

(g)                                 ExhibitD of the Credit Agreement is hereby deleted in its entirety and replaced with “[Reserved]”.

SECTION 2.  Effective Date.  This Amendment shall become effective as ofthe date (the “*Effective Date*”)on which each of the following conditions precedent shall have been satisfied:

(a)                                  Amendment.  The Agent and each Bank shall have receivedmultiple counterparts, as requested, of this Amendment, executed and deliveredby a duly authorized officer of each party hereto.

(b)                                 Covenants.  The Borrower is in compliance with each ofits covenants set forth herein and each of the Facility Documents to which itis a party.

(c)                                  NoDefault.  No event has occurred whichconstitutes a Default or an Event of Default under the Facility Documents.

(d)                                 OtherInformation.  The Borrower shall havetaken such other action, including delivery of approvals, consents, opinions,documents and instruments, as the Agent may reasonably request.

SECTION3.  Miscellaneous.

(a)                                  ReferencesCredit Agreement.  Upon theeffectiveness of this Amendment, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein”, or words of like import shall meanand be a reference to the Credit Agreement as amended hereby.

(b)                                 Effecton Credit Agreement.  Except asspecifically amended above, the Credit Agreement and all other documents,instruments and agreements executed and/or delivered in connection therewithshall remain in full force and effect and are hereby ratified and confirmed.

(c)                                  NoWaiver.  The execution, delivery andeffectiveness of this Amendment shall not operate as a waiver of any right,power or remedy of any Person under the Credit Agreement or any other document,instrument or agreement executed in connection therewith, nor constitute awaiver of any provision contained therein.

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(d)                                 Successorsand Assigns.  This Amendment shall bebinding upon and shall inure to the benefit of the parties hereto and theirrespective successors and assigns.

(e)                                  Counterparts.  This Amendment may be executed in any numberof counterparts, and by the different parties hereto on the same or separatecounterparts, each of which shall be deemed to be an original instrument butall of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of asignature page by facsimile shall be effective as delivery of a manuallyexecuted counterpart of this Amendment.

(f)                                    Headings.  The descriptive headings of the varioussections of this Amendment are inserted for convenience of reference only andshall not be deemed to affect the meaning or construction of any of theprovisions hereof.

(g)                                 Amendments.  This Amendment may not be amended orotherwise modified except as provided in the Credit Agreement.

(h)                                 Costsand Expenses.  The Borrower agrees topay, upon demand, all costs and expenses (including, without limitation allattorneys’ fees and related expenses) incurred by the Agent in connection withthe preparation, negotiation and execution of this Amendment.

(i)                                     **GOVERNING LAW.  THIS AMENDMENT (INCLUDING, BUT NOT LIMITEDTO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH,THE LAWS OF THE STATE OF TEXAS, OTHER THAN THE CONFLICT OFLAW RULES THEREOF.**

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INWITNESS WHEREOF, the parties have caused this Amendment to be executed by theirrespective officers thereunto duty authorized, as of the date first abovewritten.

 
|   | F.I.R.C, INC. |
|--------|---------------|
|   |          |
|   |          |
|   | By:           |   |   |
|   | Name:         |
|   | Title:        |
|   |          |

 

[signatures continuedon next page]

*[Signaturepage to Amendment No. 12 to Second Amended and Restated Credit Agreement]*

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|        | WACHOVIA CAPITAL MARKETS, LLC       |
|--------|-------------------------------------|
|   |                                |
|   | By:                                 |   |   |
|   | Name:                               |
|   | Title:                              |
|   |                                |
|   |                                |
|   | WACHOVIA BANK, NATIONAL ASSOCIATION |
|   |                                |
|   | By:                                 |   |   |
|   | Name:                               |
|   | Title:                              |
|        |                                     |  |  |  |  |  |

 

 

[end ofsignatures]

*[Signaturepage to Amendment No. 12 to Second Amended and Restated Credit Agreement]*

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