CLOSING DATE AND
THE MAKING OF THE PAYMENTS DESCRIBED IN THIS SECTION 6, EACH INCREASING LENDER
AND EACH NEW LENDER SHALL BE DEEMED TO HAVE IRREVOCABLY AND UNCONDITIONALLY
PURCHASED AND RECEIVED, WITHOUT RECOURSE OR WARRANTY, AN UNDIVIDED PARTICIPATION
IN ALL OUTSTANDING SWING LINE LOAN AND L/C OBLIGATIONS IN ACCORDANCE WITH ITS
PRO RATA SHARE (AFTER GIVING EFFECT TO THE INCREASE IN THE AGGREGATE COMMITMENTS
IN ACCORDANCE WITH THIS AGREEMENT).
7.
REFERENCE TO THE CREDIT AGREEMENT.
(A)
UPON THE EFFECTIVENESS OF THIS AGREEMENT, 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 MODIFIED HEREBY.
THIS
AGREEMENT SHALL BE A LOAN DOCUMENT.
(B)
THE CREDIT AGREEMENT, AS MODIFIED HEREIN, SHALL REMAIN IN FULL
FORCE AND EFFECT AND IS HEREBY RATIFIED AND CONFIRMED.
8.
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 AGREEMENT 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).
9.
GUARANTORS ACKNOWLEDGMENT.
BY SIGNING BELOW, EACH GUARANTOR
(A) ACKNOWLEDGES, CONSENTS AND AGREES TO THE EXECUTION, DELIVERY AND PERFORMANCE
BY THE BORROWER OF THIS AGREEMENT, (B) ACKNOWLEDGES AND AGREES THAT ITS
OBLIGATIONS IN RESPECT OF ITS GUARANTY (I) ARE NOT RELEASED, DIMINISHED, WAIVED,
MODIFIED, IMPAIRED OR AFFECTED IN ANY MANNER BY THIS AGREEMENT OR ANY OF THE
PROVISIONS CONTEMPLATED HEREIN AND (II) COVER THE AGGREGATE COMMITMENTS AS
INCREASED BY THIS AGREEMENT, (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.
10.
EXECUTION IN COUNTERPARTS.
THIS AGREEMENT 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 AGREEMENT, 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
5
IS TO BE CONSIDERED TO HAVE THE SAME BINDING EFFECT AS AN ORIGINAL SIGNATURE ON
AN ORIGINAL DOCUMENT.
11.
GOVERNING LAW; BINDING EFFECT.
THIS AGREEMENT SHALL BE DEEMED TO
BE A CONTRACT MADE UNDER AND GOVERNED BY AND CONTINUED IN ACCORDANCE WITH THE
INTERNAL LAWS OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE, PROVIDED THAT EACH PARTY SHALL RETAIN ALL
RIGHTS ARISING UNDER FEDERAL LAW.
THIS AGREEMENT SHALL BE BINDING UPON THE
PARTIES HERETO AND