Exhibit
10.135


EXECUTION COPY


AMENDMENT
NO. 12 TO SECOND AMENDED AND RESTATED CREDIT

AGREEMENT


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


WHEREAS,
the parties hereto are entering into this Amendment to amend certain provisions
of 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 party
thereto, and Wachovia Securities as Agent;


NOW
THEREFORE, in consideration of the premises and the other mutual covenants
contained herein, the parties hereto agree as follows:


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


(a)                                  The
definition of “Credit Insurance” in Section 1.01 of the Credit Agreement is
hereby amended by deleting “, GAP Insurance and VSI Insurance” from the first
line of the definition.


(b)                                 The
definition of “Liquidation Proceeds” in Section 1.01 of the Credit Agreement is
hereby amended by deleting “, the VSI Insurance and the GAP Insurance” from the
last line of the definition.


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


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


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













(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)                                  Section
8.01 of the Credit Agreement is hereby amended as follows:


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


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


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


SECTION 2.  Effective Date.  This Amendment shall become effective as of
the 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 received
multiple counterparts, as requested, of this Amendment, executed and delivered
by a duly authorized officer of each party hereto.


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


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


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


SECTION
3.  Miscellaneous.


(a)                                  References
Credit Agreement.  Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean
and be a reference to the Credit Agreement as amended hereby.


(b)                                 Effect
on Credit Agreement.  Except as
specifically amended above, the Credit Agreement and all other documents,
instruments and agreements executed and/or delivered in connection therewith
shall remain in full force and effect and are hereby ratified and confirmed.


(c)                                  No
Waiver.  The execution, delivery and
effectiveness 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 a
waiver of any provision contained therein.



 2
 









(d)                                 Successors
and Assigns.  This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


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


(f)                                    Headings.  The descriptive headings of the various
sections of this Amendment are inserted for convenience of reference only and
shall not be deemed to affect the meaning or construction of any of the
provisions hereof.


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


(h)                                 Costs
and Expenses.  The Borrower agrees to
pay, upon demand, all costs and expenses (including, without limitation all
attorneys’ fees and related expenses) incurred by the Agent in connection with
the preparation, negotiation and execution of this Amendment.


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


[Remainder of page
intentionally left blank.]



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IN
WITNESS WHEREOF, the parties have caused this Amendment to be executed by their
respective officers thereunto duty authorized, as of the date first above
written.


 


	
   

  	
  F.I.R.C, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  



 


[signatures continued
on next page]


[Signature
page to Amendment No. 12 to Second Amended and Restated Credit Agreement]













 


 


	
  

  	
  WACHOVIA CAPITAL MARKETS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
							



 


 


[end of
signatures]


[Signature
page to Amendment No. 12 to Second Amended and Restated Credit Agreement]