OR UNENFORCEABLE IN ANY RESPECT, THE VALIDITY, ENFORCEABILITY
AND LEGALITY OF THE REMAINING PROVISIONS CONTAINED HEREIN
AND THEREIN SHALL NOT BE AFFECTED IN ANY WAY OR IMPAIRED THEREBY AND SHALL BE
ENFORCEABLE IN ACCORDANCE WITH THEIR RESPECTIVE TERMS.
SECTION 6.
FEES AND EXPENSES.
COMPANY AGREES TO PAY ALL
OUT-OF-POCKET COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND
EXPENSES) OF THE LENDER IN CONNECTION WITH THE PREPARATION, OPERATION,
ADMINISTRATION AND ENFORCEMENT OF THIS AMENDMENT.
SECTION 7.
RATIFICATION OF AGREEMENTS.
(A) EXCEPT AS AMENDED
HEREBY, COMPANY RATIFIES AND CONFIRMS THAT THE CREDIT AGREEMENT AND ALL OTHER
LOAN DOCUMENTS ARE AND REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS AND THAT ALL COLLATERAL IS UNIMPAIRED BY THIS AMENDMENT AND
SECURES THE PAYMENT AND PERFORMANCE OF ALL INDEBTEDNESS AND OBLIGATIONS OF
COMPANY UNDER THE NOTE, THE CREDIT AGREEMENT, AND ALL OTHER LOAN DOCUMENTS, AS
MODIFIED HEREBY.
(b)
The undersigned officer of the Company executing this Amendment
represents and warrants that he has full power and authority to execute and
deliver this Amendment on behalf of the Company this Amendment, that such
execution and delivery has been duly authorized by all necessary corporate
action of Company, and represents and warrants that the resolutions and
affidavits previously delivered to Lender, in connection with the execution and
delivery of the Credit Agreement, are and remain in full force and effect and
have not been altered, amended or repealed in anyway.
(c)
Any reference to the Credit Agreement in any Loan Document shall
be deemed to be references to the Credit Agreement as amended hereby.
SECTION 8.
AUTHORITY.
THE UNDERSIGNED OFFICER OF THE COMPANY
EXECUTING THIS AMENDMENT REPRESENTS AND WARRANTS THAT HE HAS FULL POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AMENDMENT ON BEHALF OF THE COMPANY THIS
AMENDMENT, THAT SUCH EXECUTION AND DELIVERY HAS BEEN DULY AUTHORIZED BY ALL
NECESSARY CORPORATE ACTION OF COMPANY, AND REPRESENTS AND WARRANTS THAT THE
RESOLUTIONS AND AFFIDAVITS PREVIOUSLY DELIVERED TO LENDER, IN CONNECTION WITH
THE EXECUTION AND DELIVERY OF THE CREDIT AGREEMENT, ARE AND REMAIN IN FULL FORCE
AND EFFECT AND HAVE NOT BEEN ALTERED, AMENDED OR REPEALED IN ANYWISE.
SECTION 9.
NO WAIVER.
COMPANY AGREES THAT NO EVENT OF DEFAULT AND
NO DEFAULT HAS BEEN WAIVED OR REMEDIED BY THE EXECUTION OF THIS AMENDMENT BY
LENDER, AND ANY SUCH DEFAULT OR EVENT OF DEFAULT HERETOFORE ARISING AND
CURRENTLY CONTINUING SHALL CONTINUE AFTER THE EXECUTION AND DELIVERY HEREOF.
SECTION 10.
GOVERNING LAW.
THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND, TO THE EXTENT
APPLICABLE, BY FEDERAL LAW.
SECTION 11.
COUNTERPARTS AND GENDER.
THIS AMENDMENT MAY BE EXECUTED
IN ANY NUMBER OF COUNTERPARTS AND ALL OF SUCH COUNTERPARTS TAKEN TOGETHER SHALL
BE DEEMED TO CONSTITUTE ONE AND THE SAME INSTRUMENT.
EACH GENDER USED HEREIN
SHALL INCLUDE AND APPLY TO ALL GENDERS, INCLUDING THE NEUTER.
SECTION 12.
NO ORAL AGREEMENTS.
THIS AMENDMENT, THE CREDIT
AGREEMENT, THE NOTE, AND
THE
OTHER
LOAN
DOCUMENTS, AS MODIFIED AND