Section 2.11 hereto and no Default or Event of Default exists or would resultfrom such disposition;ARTICLE 3Miscellaneous     Section 3.1 Ratifications. Each of the Loan Parties agrees that the terms andprovisions of the Credit Agreement and the other Loan Documents are ratified and confirmed andshall continue in full force and effect after giving effect to this Amendment. Each of the LoanParties, the Administrative Agent and the Lenders agrees that the Credit Agreement as amendedhereby and the other Loan Documents shall continue to be legal, valid, binding, and enforceable inaccordance with their respective terms.     Section 3.2 Representations and Warranties. Each Loan Party hereby represents andwarrants to the Administrative Agent and the Lenders that, as of the date of and after givingeffect to this Amendment, (a) the execution, delivery, and performance of this Amendment and anyand all other documents and/or delivered in connection herewith have been authorized by allrequisite action on the part of such Loan Party and will not violate such Loan Party’sorganizational or governing document, (b) the representations and warranties contained in theCredit Agreement and in the other Loan Documents are true and correct on and as of the date hereof,in all material respects, as if made again on and as of the date hereof except for suchrepresentations and warranties limited by their terms to a specific date, (c) after giving effectto this Amendment, no Default or Event of Default exists; and (d) the articles of incorporation,bylaws, and other governing documents that are attached to each Loan Parties’ respective officer’scertificates dated as of January 30, 2009 have not been modified or rescinded and remain in fullforce and effect.     Section 3.3 Survival of Representations and Warranties. All representations andwarranties made in this Amendment, the Credit Agreement, or any other Loan Document, including anyother Loan Document furnished in connection with this Amendment, shall survive the execution anddelivery of this Amendment, and no investigation by the Administrative Agent or any Lender, or anyclosing, shall affect the representations and warranties or the right of the Administrative Agentand the Lenders to rely upon them.     Section 3.4 Reference to Credit Agreement. The Credit Agreement and each of the otherLoan Documents, and any and all other agreements, documents, or instruments now or hereafterexecuted and delivered pursuant to the terms hereof or pursuant to the terms of the CreditAgreement as amended hereby, are hereby amended so that any reference in such agreements,documents, and instruments, whether direct or indirect, shall mean a reference to the CreditAgreement as amended hereby. When effective pursuant to Section 3.13 hereof, thisAmendment shall be a Loan Document.     Section 3.5 Severability. Any provision of this Amendment held by a court ofcompetent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainderof this Amendment and the effect thereof shall be confined to the provision so held to be invalidor unenforceable.     Section 3.6 Effect of Amendment. No consent or waiver, express or implied, by theAdministrative Agent or any Lender to or for any breach of or deviation from any covenant,condition, or duty by any Loan Party shall be deemed a consent or waiver to or of any other breachof the same or any other covenant, condition, or duty. Each of the Loan Parties (individually, a“Subject Loan Party”) hereby (a) consents to the execution and delivery of this Amendmentby the other Loan Parties, (b) agrees that this Amendment shall not limit or diminish theobligations of the Subject Loan Party under its certain Loan Documents delivered in connection withthe Credit Agreement, executed or joined in by the Subject
 

 
Loan Party and delivered to the Administrative Agent, (c) reaffirms the Subject Loan Party’sobligations under each of such Loan Documents, and (d) agrees that each of such Loan Documentsremains in full force and effect and is hereby ratified and confirmed.     Section 3.7 Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED INACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, BUT GIVING EFFECT TO FEDERAL LAW APPLICABLE TONATIONAL BANKS.     Section 3.8 Successors and Assigns. This Amendment is binding upon and shall inure tothe benefit of the Loan Parties, the Administrative Agent and the Lenders and their respectivesuccessors and assigns, except that no Loan Party may assign or transfer any of its respectiverights or obligations hereunder without the prior written consent of the Administrative Agent andthe Lenders.     Section 3.9 Counterparts. This Amendment may be executed in one or more counterparts,and on telecopy counterparts, each of which when so executed shall be deemed to be an original, butall of which when taken together shall constitute one and the same agreement.     Section 3.10 Headings. The headings, captions, and arrangements used in thisAmendment are for convenience only and shall not affect the interpretation of this Amendment. Atelecopy or other electronic transmission of any executed counterpart shall be deemed valid as anoriginal.     Section 3.11 Release. TO INDUCE THE ADMINISTRATIVE AGENT AND THE LENDERS TO AGREE TOTHE TERMS OF THIS AMENDMENT, EACH OF THE LOAN PARTIES REPRESENTS AND WARRANTS THAT AS OF THE DATEOF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSES OR COUNTERCLAIMS TO SUCH LOANPARTY’S OBLIGATIONS UNDER THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS, AND WAIVES ANY AND ALLSUCH CLAIMS, OFFSETS, DEFENSES, OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THEDATE OF THIS AMENDMENT AND RELEASES AND DISCHARGES THE ADMINISTRATIVE AGENT, THE LENDERS AND THEIRRESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES, AND ATTORNEYS(COLLECTIVELY THE “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS, INDEBTEDNESS,LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION, OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOWN,SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH SUCH LOAN PARTY NOW HAS OR MAY HAVE AGAINST ANYRELEASED PARTY ARISING PRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE CREDITAGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED THEREBY.     Section 3.12 Entire Agreement. THIS AMENDMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS,AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIREAGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, ANDUNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT, AND MAY NOT BE CONTRADICTED ORVARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THEPARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.     Section 3.13 Required Lenders. Pursuant to Section 9.02 of the CreditAgreement, the Credit Agreement may be modified as provided in this Amendment with the agreement ofthe Required Lenders which means Lenders having Revolving Credit Exposure and unused Commitmentsrepresenting more than 51.0% of the sum of the total Revolving Credit Exposure and unusedCommitments (such percentageapplicable to a Lender, herein such Lender’s “Required Lender Percentage”). Forpurposes of determining the effectiveness of this Amendment, each Lender’s Required LenderPercentage is set forth on Schedule 3.13 hereto.
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their dulyauthorized officers in several counterparts effective as of the Effective Date specified in thepreamble hereof.      **BORROWERS****:**