IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT AND ITS COUNSEL, SUCH OTHER
DOCUMENTS, CERTIFICATES AND INSTRUMENTS AS THE ADMINISTRATIVE AGENT SHALL
REQUIRE.
4.
REFERENCE TO THE CREDIT AGREEMENT.
(A)
UPON THE EFFECTIVENESS OF THIS SEVENTH AMENDMENT, EACH REFERENCE
IN THE CREDIT AGREEMENT TO "THIS AGREEMENT", "HEREUNDER", OR WORDS OF LIKE
IMPORT SHALL MEAN AND BE A REFERENCE TO THE CREDIT AGREEMENT, AS AFFECTED AND
AMENDED HEREBY.
(B)
THE CREDIT AGREEMENT, AS AMENDED BY THE AMENDMENT REFERRED TO
ABOVE, SHALL REMAIN IN FULL FORCE AND EFFECT AND IS HEREBY RATIFIED AND
CONFIRMED.
5.
COSTS, EXPENSES AND TAXES.
THE BORROWER AGREES TO PAY ON DEMAND
ALL COSTS AND EXPENSES OF THE ADMINISTRATIVE AGENT IN CONNECTION WITH THE
PREPARATION, REPRODUCTION, EXECUTION AND DELIVERY OF THIS SEVENTH AMENDMENT AND
THE OTHER INSTRUMENTS AND DOCUMENTS TO BE DELIVERED HEREUNDER (INCLUDING THE
REASONABLE FEES AND OUT-OF-POCKET EXPENSES OF COUNSEL FOR THE ADMINISTRATIVE
AGENT WITH RESPECT THERETO).
6.
GUARANTOR'S ACKNOWLEDGMENT.
BY SIGNING BELOW, EACH GUARANTOR
(A) ACKNOWLEDGES, CONSENTS AND AGREES TO THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE BORROWER OF THIS SEVENTH AMENDMENT, (B) ACKNOWLEDGES AND AGREES THAT ITS
OBLIGATIONS IN RESPECT OF ITS GUARANTY ARE NOT RELEASED, DIMINISHED, WAIVED,
MODIFIED, IMPAIRED OR AFFECTED IN ANY MANNER BY THIS SEVENTH AMENDMENT OR ANY OF
THE PROVISIONS CONTEMPLATED HEREIN, (C) RATIFIES AND CONFIRMS ITS OBLIGATIONS
UNDER ITS GUARANTY, AND (D) ACKNOWLEDGES AND AGREES THAT IT HAS NO CLAIMS OR
OFFSETS AGAINST, OR DEFENSES OR COUNTERCLAIMS TO, ITS GUARANTY.
7.
EXECUTION IN COUNTERPARTS.
THIS SEVENTH AMENDMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY DIFFERENT PARTIES HERETO IN
SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE
DEEMED TO BE AN ORIGINAL AND ALL OF WHICH WHEN TAKEN TOGETHER SHALL CONSTITUTE
BUT ONE AND THE SAME INSTRUMENT.
FOR PURPOSES OF THIS SEVENTH AMENDMENT, A
COUNTERPART HEREOF (OR SIGNATURE PAGE THERETO) SIGNED AND TRANSMITTED BY ANY
PERSON PARTY HERETO TO THE ADMINISTRATIVE AGENT (OR ITS COUNSEL) BY FACSIMILE
MACHINE, TELECOPIER OR ELECTRONIC MAIL IS TO BE TREATED AS AN ORIGINAL.
THE
SIGNATURE OF SUCH PERSON THEREON, FOR PURPOSES HEREOF, IS TO BE CONSIDERED AS AN
ORIGINAL SIGNATURE, AND THE COUNTERPART (OR SIGNATURE PAGE THERETO) SO
TRANSMITTED IS TO BE CONSIDERED TO HAVE THE SAME BINDING EFFECT AS AN ORIGINAL
SIGNATURE ON AN ORIGINAL DOCUMENT.
8.
GOVERNING LAW; BINDING EFFECT.
THIS SEVENTH AMENDMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
APPLICABLE TO
3
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, PROVIDED THAT
EACH PARTY SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW, AND SHALL BE
BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
9.
HEADINGS.
SECTION HEADINGS IN THIS SEVENTH AMENDMENT ARE
INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
PART OF THIS SEVENTH AMENDMENT FOR ANY OTHER PURPOSE.
10.
ENTIRE AGREEMENT.
THE CREDIT AGREEMENT, AS AMENDED BY THIS
SEVENTH AMENDMENT, AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND