THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS AS IF EACH WERE
AN ORIGINAL SIGNATORY THERETO, AND SHALL AGREE, AND DOES HEREBY AGREE, SEVERALLY
AND NOT JOINTLY, TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH IN THE CREDIT
AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH THE LENDERS ARE A PARTY, IN EACH
CASE, AS IF EACH WERE AN ORIGINAL SIGNATORY THERETO.
(B)
THE NEW LENDER HEREBY (A) REPRESENTS AND WARRANTS THAT IT IS
LEGALLY AUTHORIZED TO ENTER INTO THIS AMENDMENT AND BECOME A "LENDER" UNDER THE
CREDIT AGREEMENT; (B) CONFIRMS THAT IT HAS RECEIVED A COPY OF THE CREDIT
AGREEMENT, TOGETHER WITH THE COPIES OF THE MOST RECENT FINANCIAL STATEMENTS
DELIVERED PURSUANT TO SECTION 5.01 THEREOF AND SUCH OTHER DOCUMENTS AND
INFORMATION AS IT HAS DEEMED APPROPRIATE TO MAKE ITS OWN CREDIT ANALYSIS AND
DECISION TO ENTER INTO THIS AMENDMENT AND BECOME A "LENDER" UNDER THE CREDIT
AGREEMENT; (C) AGREES THAT IT WILL, INDEPENDENTLY AND WITHOUT RELIANCE UPON THE
ADMINISTRATIVE AGENT OR ANY OTHER LENDER AND, BASED ON SUCH DOCUMENTS AND
INFORMATION AS IT SHALL DEEM APPROPRIATE AT THE TIME, CONTINUE TO MAKE ITS OWN
CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION UNDER THE CREDIT AGREEMENT; (D)
CONFIRMS THAT IT IS A NEW LENDER UNDER THE CREDIT AGREEMENT, AS DEFINED THEREIN;
(E) APPOINTS AND AUTHORIZES THE AGENT TO TAKE SUCH ACTION AS AN AGENT ON ITS
BEHALF AND TO EXERCISE SUCH POWERS UNDER THE CREDIT AGREEMENT AS ARE DELEGATED
TO THE AGENT BY THE TERMS THEREOF, TOGETHER WITH SUCH POWERS AS ARE REASONABLY
INCIDENTAL THERETO; (F) AGREES THAT IT WILL PERFORM IN ACCORDANCE WITH THEIR
TERMS ALL OF THE OBLIGATIONS WHICH BY THE TERMS OF THE CREDIT AGREEMENT ARE
REQUIRED TO BE PERFORMED BY IT AS A LENDER; AND (G) AGREES THAT IT WILL KEEP
CONFIDENTIAL ALL INFORMATION WITH RESPECT TO THE BORROWER FURNISHED TO IT BY THE
BORROWER OR THE OTHER LENDERS (OTHER THAN INFORMATION GENERALLY AVAILABLE TO THE
PUBLIC OR OTHERWISE AVAILABLE TO THE NEW LENDER ON A NON-CONFIDENTIAL BASIS).
13.
COUNTERPARTS"
.
This Amendment may be signed in any number of counterparts, which may be
delivered in original, facsimile or electronic form each of which shall be
construed as an original, but all of which together shall constitute one and the
same instrument.
14.
GOVERNING LAW"
.
This Amendment shall be construed in accordance with and governed by the Law
of the State of Texas without regard to any choice-of-law provisions that would
require the application of the law of another jurisdiction.
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15.
FINAL AGREEMENT OF THE PARTIES"
.
THIS AMENDMENT, THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE
NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
[Signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized as of the date first