Common use of REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT Clause in Contracts

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, deliver and perform this Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law, rule or regulation to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubject; and (e) no authorization, approval consent, or other action by, notice to, or filing with, any Tribunal or other Person (other than the Board of Directors of the Borrower) is required for the (i) execution, delivery or performance by the Borrower of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement of this Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof hereof, and after giving effect to the amendments contemplated by increase in the foregoing Section 1Revolving Credit Facility provided for in this Third Amendment, and immediately after giving effect to this Third Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents that are subject to materiality or Material Adverse Effect qualifications are true and correct in all respects on and as of the date hereof as made on and as of such date, and the representations and warranties contained in the Credit Agreement and the other Loan Documents that are not subject to materiality or Material Adverse Effect qualifications are true and correct in all material respects on and as of the date hereof as made on and as of such date, except in each case to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent financial statements furnished pursuant to Sections 6.01(a) and (b), respectively, of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver and perform (A) this Second Third Amendment, (B) the Revolving Loan Notes payable to Bank of America, Regions Bank, Compass Bank, N.A., and BOKF, N.A. dba Bank of Texas in the amounts of their respective Revolving Credit Notes referred to in Section 3(c) of Commitments as increased by this Second Third Amendment (collectively, the "“Replacement Notes"”) and (C) a Term Loan Note and Revolving Credit Note each payable to JPMorgan Chase Bank, N.A. (collectively, the “New Notes”), and the Credit Agreement, as amended by (ii) this Second Amendment, the execution, delivery and performance of this Second Third Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, New Notes have been authorized duly executed and delivered by all corporate action of the Borrower, Borrower and (iii) this Second Third Amendment, the Replacement Notes, the New Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Third Amendment, the Replacement Notes, the New Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) any law, rule or regulation to which Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower's knowledge, any of Law applicable to the Borrower or its Subsidiaries is subject or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Borrower, the Subsidiaries or any of their respective property issubjectproperties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for to be obtained or made by the Borrower pursuant to statutory law applicable to the Borrower as a condition to (i) the execution, delivery or performance by the Borrower of this Second Third Amendment, the Replacement Notes and or the Credit Agreement, as amended by this Second AmendmentNew Notes, or (ii) the acknowledgement by each Guarantor of this Second Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its -------------------------------------------------------- execution and delivery hereof, the Borrower represents and warrants that, ,as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, deliver and perform this Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second First Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second First Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes First Amendment and the Credit Agreement, as amended by this Second First Amendment, have been duly authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes First Amendment or the Credit Agreement, as amended by this Second First Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law, rule or regulation to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) not already obtained, is required for the (i) execution, delivery or performance by the Borrower of this Second Amendment, the Replacement Notes First Amendment and the Credit Agreement, as amended by this Second Amendment, First Amendment or (ii) the acknowledgement by the Parent and each Subsidiary of this Second Amendment by any GuarantorFirst Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1this Third Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver this Third Amendment and perform this Second Amendment, each replacement Revolving Loan Note payable to the Revolving Credit Notes referred to in Section 3(c) order of this Second Amendment each Lender (collectively, the "“Replacement Notes"”), (ii) this Third Amendment and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized duly executed and delivered by all corporate action of the Borrower, and (iii) this Second Third Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Third Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule (i) the certificate or regulation to which articles of incorporation or the applicable constituent documents or bylaws of the Borrower or the Guarantor, (ii) any of its Subsidiaries is subject Law applicable to the Borrower or the Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Borrower, the Guarantor or any of their respective property issubjectproperties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) the execution, delivery or performance by the Borrower of this Second Amendment, Third Amendment or the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) the acknowledgement by the Guarantor of this Second Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower each Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower each Company has full power and authority to execute, execute and deliver and perform this Second First Amendment, the Revolving Credit Notes referred $57,500,000 replacement Note payable to in Section 3(c) the order of this Second Amendment NationsBank of Texas, N.A. (collectivelythe "NationsBank Note"), the $42,500,000 replacement Note payable to the order of Texas Commerce Bank National Association (the "Replacement NotesTexas Commerce Note"), and the Credit Agreement$25,000,000 replacement Note payable to the order of Wachovia Bank of Georgia, as amended by this Second Amendment, N.A. (the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower"Wachovia Note"), and this Second Amendment, the Replacement Notes First Amendment and the Credit Agreement, as amended hereby, the NationsBank Note, the Texas Commerce Note and the Wachovia Note constitute the legal, valid and binding obligations of the Borrowersuch Company, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law, rule or regulation to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubject; and (ed) no authorization, approval consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than including, but not limited to, with respect to the Board of Directors of the Borrower) Prudential Debt), is required for the (i) execution, delivery or performance by the Borrower each Company of this Second First Amendment, the Replacement Notes and NationsBank Note, the Credit Agreement, as amended by this Second Amendment, Texas Commerce Note or (ii) acknowledgement of this Second Amendment by any Guarantorthe Wachovia Note.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower and Limited represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to executeexecute and deliver this Third Amendment and the replacement Revolving Loan Note payable to the order of each Lender in the amount of each Lender whose Commitment is increased by this Third Amendment (the “Replacement Notes”), (ii) Limited has full power and authority to execute and deliver and perform this Second Third Amendment, (iii) this Third Amendment and the Revolving Credit Replacement Notes referred to in Section 3(c) of this Second Amendment (collectivelyhave been duly executed and delivered by the Borrower and Limited, as the "Replacement Notes")case may be, and the Credit Agreement, as amended by (iv) this Second Amendment, the execution, delivery and performance of this Second Third Amendment, the Replacement Notes and the Credit AgreementNotes, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Third Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule Law or regulation to which Organization Documents of the Borrower or any of its Subsidiaries is subject Limited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) the execution, delivery or performance by (A) the Borrower of this Second Amendment, Third Amendment or the Replacement Notes Notes, and the Credit Agreement, as amended by (B) Limited of this Second Amendment, Third Amendment or (ii) acknowledgement the acknowledgment by each Guarantor of this Second Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to the amendments contemplated by provided for in Section 1 of this Amendment and the foregoing waiver provided for in Section 1:2 of this Amendment: 5. (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except for (i) Section 4.3(i)(C) of the Credit Agreement with respect to the Note Offering, (ii) Section 4.6(a) of the Credit Agreement with respect to a restatement of the Financial Statements as a result of the Accounting Adjustments, (iii) Section 4.10 of the Credit Agreement with respect to Litigation as a result of the Accounting Adjustments, (iv) Section 4.13 of the Credit Agreement with respect to a reduction in Taxes as a result of the Accounting Adjustments, and (v) Section 4.15 of the Credit Agreement with respect to options of Bob ▇▇▇▇▇▇, ▇▇ke ▇▇▇▇▇ ▇▇▇ John ▇▇▇▇▇▇▇▇▇ ▇▇ purchase more than 150,000 shares of Capital Stock of the Borrower; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, execute and deliver and perform this Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute Amendment constitutes the legal, valid and binding obligations obligation of the Borrower, enforceable in accordance with their respective its terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity indemnify may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendment, Amendment nor the consummation of any transactions contemplated herein or therein, therein will contravene or conflict with any lawLaw, rule the articles of incorporation, bylaws or regulation to which other governance document of the Borrower or any of its Subsidiaries is subject Subsidiaries, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) except for authorizations, approvals, consents and other actions received or taken prior to the execution and acknowledgment thereof, no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than including the Board of Directors of the Borrower) ), is required for the (i) execution, delivery or performance by the Borrower of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement of this Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 11 and the agreements set forth in the foregoing Sections 2 and 3: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, execute and deliver and perform this Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendmenthereby, the execution, delivery and performance of this Second Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended by this Second Amendmenthereby, have has been duly authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes Amendment or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule or regulation to which the Borrower or any of its Subsidiaries is subject subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than including the Board of Directors of the Borrower) Borrower or any Guarantor), is required for the (i) execution, delivery or performance by the Borrower of this Second Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended by this Second Amendmenthereby, or (ii) acknowledgement of this Second Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver and perform this Second Sixth Amendment, the Revolving Credit Notes referred Loan Note payable to in Section 3(c) the order of KeyBank (the “KeyBank Note”), the replacement Revolving Loan Note payable to the order of each Lender whose Commitment has been amended pursuant to this Second Sixth Amendment (collectively, the "“Replacement Notes"”), and the Credit Agreement, as amended by (ii) this Second Sixth Amendment, the execution, delivery KeyBank Note and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized duly executed and delivered by all corporate action of the Borrower, and (iii) this Second Sixth Amendment, the KeyBank Note, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Sixth Amendment, the KeyBank Note, the Replacement Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any lawLaw or Organization Documents of the Borrower, rule or regulation to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectproperties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person not already obtained (other than including the Board of Directors (or other similar governing body) of the BorrowerBorrower or any Guarantor) is required for the (i) the execution, delivery or performance by the Borrower of this Second Sixth Amendment, the KeyBank Note or the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) the acknowledgement by each Guarantor of this Second Amendment by any GuarantorSixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: 1 and the effectiveness of the First Amendments to the Note Agreements (a) as defined in the Intercreditor Agreement), as amended: the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) ; no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the ; Borrower has full power and authority to execute, execute and deliver and perform this Second Third Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) ; neither the execution, delivery and performance of this Second Amendment, the Replacement Notes Third Amendment or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule or regulation Law to which the Borrower or any of its Subsidiaries is subject subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) Borrower and the Guarantors), is required for the (i) execution, delivery or performance by the (i) Borrower of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, Third Amendment or (ii) acknowledgement the acknowledgment of this Second Third Amendment by any each Guarantor; and each Material Domestic Subsidiary has executed a Subsidiary Guaranty.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date; (b) no event has occurred and is then continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full limited liability company power and authority to execute, execute and deliver and perform this Second Amendment, the Revolving Credit Notes referred to in Section 3(c(ii) of this Second Amendment (collectively, the "Replacement Notes"), has been duly executed and the Credit Agreement, as amended delivered by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and (iii) this Second Amendment, the Replacement Notes Amendment and the Credit Loan Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, Amendment and the Replacement Notes or the Credit Loan Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with (i) the Organizational Documents of Borrower or any Guarantor, (ii) any provision or law, statute, rule or regulation applicable to which the Borrower or any of its Subsidiaries is subject Guarantor, or (iii) any indenture, agreement or other instrument material contract restriction to which the Borrower or any of its Subsidiaries Guarantor or any of their respective property issubjectproperties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) the execution, delivery or performance by the Borrower or any Guarantors of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, Amendment or (ii) acknowledgement the execution by Borrower and each Guarantor of this Second Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Loan Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower Company has full power and authority to execute, execute and deliver and perform this Second Amendment, the Revolving Credit Notes referred $40,000,000 Note payable to the order of NationsBank in Section 3(c) the form of this Second Amendment Exhibit A hereto (collectivelythe "NationsBank Note"), the $20,000,000 Note payable to the order of Bank of America in the form of Exhibit B hereto (the "Replacement NotesBank of America Note"), and the Credit Agreement, as amended by this Second Amendment$10,000,000 Note payable to the order of Comerica in the form of Exhibit C hereto (the "Comerica Note") (the NationsBank Note, the execution, delivery and performance Bank of this Second Amendment, the Replacement Notes America Note and the Credit Agreement, Comerica Note are collectively referred to herein as amended by this Second Amendment, have been authorized by all corporate action of the Borrower"Notes"), and this Second Amendment, the Replacement Notes and the Credit Loan Agreement, as amended hereby, and the Notes constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; law; and (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law, rule or regulation to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) Company), is required for the (i) execution, delivery or performance by the Borrower Company of this Second Amendment, Amendment or the Replacement Notes and or the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement of this Second Amendment by any each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, execute and deliver and perform this Second First Amendment, the Revolving Credit Notes referred to in Section SECTION 3(c) of this Second First Amendment (collectively, the "Replacement NotesREPLACEMENT NOTES"), and the Credit Agreement, as amended by this Second Amendmenthereby, the execution, delivery and performance of this Second First Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendmenthereby, have has been duly authorized by all corporate action of the Borrower, and this Second First Amendment, the Replacement Notes Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second First Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule or regulation to which the Borrower or any of its Subsidiaries is subject subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than including the Board of Directors of the Borrower) Borrower or any Guarantor), is required for the (i) execution, delivery or performance by the Borrower of this Second First Amendment, the Replacement Notes Notes, and the Credit Agreement, as amended by this Second Amendmenthereby, or (ii) acknowledgement of this Second First Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower and Limited represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver and perform this Second Third Amendment, (ii) Limited has full power and authority to execute and deliver this Third Amendment, (iii) this Third Amendment has been duly executed and delivered by the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes")Borrower and Limited, and the Credit Agreement, as amended by (iv) this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes Third Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes Third Amendment or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule Law or regulation to which Organization Documents of the Borrower or any of its Subsidiaries is subject Limited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) the execution, delivery or performance by the Borrower or Limited of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, Third Amendment or (ii) acknowledgement the acknowledgment by each Guarantor of this Second Amendment by any GuarantorThird Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except to the extent such representations and warranties have been supplemented pursuant to paragraph 7.12 of the Credit Agreement; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver and perform this Second Amendment, each Revolving Loan Note payable to the Revolving Credit Notes referred to order of each Lender in Section 3(c) the amount of each such Lender’s Commitment as increased by this Second Amendment (collectively, the "“Replacement Notes"”), and the Credit Agreement, as amended by (ii) this Second Amendment, the execution, delivery Amendment and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized duly executed and delivered by all corporate action of the Borrower, and (iii) this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule (i) the certificate or regulation to which articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any of its Subsidiaries is subject Guarantor, (ii) any Law applicable to the Borrower or any Guarantor or (iii) any indenture, agreement or other instrument to which the Borrower or Borrower, any of its Subsidiaries Guarantor or any of their respective property issubjectproperties are subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) the execution, delivery or performance by the Borrower of this Second Amendment, Amendment or the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) the acknowledgement by each Guarantor of this Second Amendment by any GuarantorAmendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and hereof, after giving effect to taking into account the amendments contemplated by the foregoing Section 1effectiveness of this Second Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver and perform this Second Amendment, the replacement Revolving Credit Notes referred to Loan Note for the Lender in Section 3(c) the amount of the Commitment as increased by this Second Amendment (collectively, the "“Replacement Notes"Note”), (ii) this Second Amendment and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, Note have been authorized duly executed and delivered by all corporate action of the Borrower, and (iii) this Second Amendment, Amendment and the Replacement Notes Note and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes Note or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any lawLaw or organizational documents of the Borrower, rule or regulation to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than including the Board of Directors of the Borrower) not previously obtained is required for the (i) execution, delivery or performance by the Borrower of this Second Amendment, Amendment or the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement of this Second Amendment by any GuarantorNote.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Loan Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower Company has full power and authority to execute, execute and deliver and perform this Second Fourth Amendment, the Revolving Credit Notes $40,000,000 Note payable to the order of NationsBank of Texas, N.A. in the form of Exhibit A hereto (the "NationsBank Note"), the $30,000,000 Note payable to the order of Bank of America-Texas, N.A. in the form of Exhibit B hereto (the "Bank of America Note"), the $15,000,000 Note payable to the order of Comerica Bank-Texas in the form of Exhibit C hereto (the, "Comerica Note"), and the $15,000,000 Note payable to the order of The Bank of Tokyo-Mitsubishi, Ltd. in the form of Exhibit D hereto (the "Bank of Tokyo Note") (the NationsBank Note, the Bank of America Note, the Comerica Note and the Bank of Tokyo Note are collectively referred to in Section 3(c) of this Second Amendment (collectively, herein as the "Replacement Notes"), and the Credit Agreement, as amended by this Second Fourth Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Loan Agreement, as amended hereby, and the Notes constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawslaw; (d) neither the execution, delivery and performance of this Second Fourth Amendment, the Replacement Notes or the Credit Loan Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule or regulation Law to which the Borrower Company or any of its Subsidiaries Subsidiary is subject subject, or any indenture, agreement or other instrument to which the Borrower Company or any of its Subsidiaries Subsidiary or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) Company), is required for the (i) execution, delivery or performance by the Borrower Company of this Second Amendment, Fourth Amendment or the Replacement Notes and or the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement of this Second Fourth Amendment by any each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date (unless stated to relate solely to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver and perform this Second First Amendment, the Revolving Credit Notes referred Loan Note payable to the order of each New Lender in Section 3(c) the amount of each New Lender's Revolving Loan Commitment (the "New Notes"), the replacement Revolving Note payable to the order of each Lender in the amount of each Lender's Revolving Loan Commitment as established by this Second First Amendment, the replacement Swing Line Note payable to the order of the Swing Line Lender in the amount of the Swing Line Loan Commitment as increased by this First Amendment (collectively, the "Replacement Notes"), the First Amendment to Borrower Pledge Agreement (such agreement, substantially in the form of Exhibit H hereto, the "Borrower Pledge Amendment") and the Credit Agreementeach other Loan Document to be delivered by it in connection with this First Amendment, as amended by (ii) each other Obligor has full power and authority to execute and deliver this Second First Amendment, the executionFirst Amendment to Subsidiary Pledge Agreement (such agreement, delivery substantially in the form of Exhibit A hereto, the "Subsidiary Pledge Amendment"), Supplement No. 1 to Subsidiary Guaranty (such agreement, substantially in the form of Exhibit B hereto, "Guaranty Supplement No. 1"), the Subsidiary Security Agreement (such agreement, substantially in the form of Exhibit C hereto, the "Additional Obligor Security Agreement"), the Subsidiary Pledge Agreement (such agreement, substantially in the form of Exhibit D hereto, the "Additional Obligor Pledge Agreement") and performance the First Amendment to Subsidiary Guaranty (such agreement, substantially in the form of this Second Exhibit E hereto, the "Guaranty Amendment") (the Borrower Pledge Amendment, the Replacement Notes and the Credit Subsidiary Pledge Amendment, Guaranty Supplement No. 1, Additional Obligor Security Agreement, as amended Additional Obligor Pledge Agreement and Guaranty Amendment are, collectively, the "Supplemental Loan Documents") to which it is a party and each other Loan Document to be delivered by it in connection with this Second First Amendment, have been authorized by all corporate action of the Borrower, and (iii) this Second First Amendment, the New Notes, the Replacement Notes Notes, the Supplemental Loan Documents, and each other Loan Document delivered in connection with this First Amendment have been duly executed and delivered by the Borrower or other Obligor, as the case may be, and (iv) this First Amendment, the New Notes, the Replacement Notes, the Supplemental Loan Documents, each other Loan Document delivered in connection with this First Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower or other Obligor, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second First Amendment, the New Notes, the Replacement Notes Notes, the Supplemental Loan Documents, any other Loan Document delivered in connection with this First Amendment or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with or contravene (i) any law, rule or regulation to which Organizational Document of the Borrower or any of its Subsidiaries is subject other Obligor, as the case may be, (ii) any law or governmental regulation or court decree or order binding on or affecting the Borrower or any other Obligor, as the case may be, that could reasonably be expected to have a Material Adverse Effect, or (iii) any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries other Obligor, as the case may be, or any of their respective property issubjectis subject, that could reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) not previously obtained or made is required for the (i) due execution, delivery or performance by the Borrower or any other Obligor, as the case may be, of this Second First Amendment, the New Notes, the Replacement Notes and Notes, the Credit AgreementSupplemental Loan Documents, as amended by or any other Loan Document delivered in connection with this Second Amendment, First Amendment or (ii) acknowledgement the acknowledgment by any Subsidiary Guarantor of this Second Amendment by any GuarantorFirst Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower Company represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1:: -14- (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower Company has full power and authority to execute, deliver and perform this Second Third Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectivelyLoan Notes, the "Replacement Bid Rate Notes"), and the Credit Agreement, as amended by this Second Third Amendment, the execution, delivery and performance of this Second Third Amendment, the Replacement Notes Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended by this Second Third Amendment, have been duly authorized by all corporate action of the BorrowerCompany, and this Second Third Amendment, the Replacement Notes Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerCompany, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Third Amendment, the Replacement Notes Revolving Notes, the Bid Rate Notes, or the Credit Agreement, as amended by this Second Third Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law, rule or regulation Law to which the Borrower Company or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower Company or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) not previously obtained), is required for the (i) execution, delivery or performance by the Borrower Company of this Second Third Amendment, the Replacement Notes Revolving Notes, the Bid Rate Notes, and the Credit Agreement, as amended by this Second Third Amendment, or (ii) acknowledgement of this Second Third Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower and Limited represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to executeexecute and deliver this Fourth Amendment and the replacement Revolving Loan Note for the Lender (the “Replacement Note”), (ii) Limited has full power and authority to execute and deliver and perform this Second Fourth Amendment, (iii) this Fourth Amendment and the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectivelyReplacement Note have been duly executed and delivered by the Borrower and Limited, the "Replacement Notes")as applicable, and the Credit Agreement, as amended by (iv) this Second Amendment, the execution, delivery and performance of this Second Fourth Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes Note and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Fourth Amendment, the Replacement Notes Note or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule Law or regulation to which Organization Documents of the Borrower or any of its Subsidiaries is subject Limited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) the execution, delivery or performance by the Borrower of this Second Amendment, Fourth Amendment or the Replacement Notes and Note, (ii) the Credit Agreementexecution, as amended delivery or performance by Limited of this Second Fourth Amendment, or (iiiii) acknowledgement the acknowledgment by each Guarantor of this Second Amendment by any GuarantorFourth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than with respect to Section 4.5 of the Credit Agreement as a result of that certain Loan and Security Agreement, Security Agreement in Copyrighted Works and Patent and Trademark Security Agreement, each dated March 26, 1997, with Greyrock Business Credit, a division of NationsCredit Commercial Corporation) are true and correct on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, execute and deliver and perform this Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the BorrowerNote, and this Second Amendment, the Replacement Notes Note, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes Note or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions transaction contemplated herein or therein, will contravene or conflict with any law, rule or regulation to which the Borrower or any of its Subsidiaries is subject subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors including any partner of the BorrowerGuarantor) not already obtained is required for the (i) execution, delivery or performance by (i) the Borrower of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, Amendment or (ii) acknowledgement the Guarantor of this Second Amendment by any Guarantorthe Guaranty Agreement.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, each of the Borrower and Limited represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct on such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) the Borrower has full power and authority to execute, execute and deliver and perform this Second First Amendment, the Revolving Credit Notes referred Loan Note payable to the order of each New Lender in Section 3(c) the amount of each New Lender’s Commitment as determined by this Second First Amendment (collectively, the "Replacement “New Notes"”), and the Credit Agreementreplacement Revolving Loan Note payable to the order of Bank of America in the amount of Bank of America’s Commitment, as amended reduced by this Second First Amendment (the “Replacement Note”), (ii) Limited has full power and authority to execute and deliver this First Amendment, (iii) this First Amendment, the executionNew Notes and the Replacement Note have been duly executed and delivered by the Borrower and Limited, delivery as the case may be, and performance of (iv) this Second First Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second AmendmentNew Notes, the Replacement Notes Note, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the BorrowerBorrower and Limited, as the case may be, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second First Amendment, the New Notes, the Replacement Notes Note or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule Law or regulation to which Organization Documents of the Borrower or any of its Subsidiaries is subject Limited, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Limited or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) the execution, delivery or performance by (A) the Borrower of this Second First Amendment, the New Notes or the Replacement Notes Note, and the Credit Agreement, as amended by (B) Limited of this Second Amendment, First Amendment or (ii) acknowledgement the acknowledgment by each Guarantor of this Second Amendment by any GuarantorFirst Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, ,as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 11 and the consent provided in the foregoing Section 2: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, deliver and perform this Second First Amendment, the Revolving Credit Notes referred to (as defined in Section 3(c4(c) of this Second Amendment (collectivelyFirst Amendment), the "Replacement Amended Collateral Documents (as defined in Section 4(d) of this First Amendment) and the Credit Agreement, as amended by this First Amendment, the execution, delivery and performance of this First Amendment, the Notes"), the Amended Collateral Documents, and the Credit Agreement, as amended by this Second First Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have has been duly authorized by all corporate action of the Borrower, and this Second First Amendment, the Replacement Notes Notes, the Amended Collateral Documents, and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second First Amendment, the Replacement Notes Notes, the Amended Collateral Documents, or the Credit Agreement, as amended by this Second First Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law, rule or regulation Law to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) Person, is required for the (i) execution, delivery or performance by the Borrower of this Second First Amendment, the Replacement Notes Notes, the Amended Collateral Documents, and the Credit Agreement, as amended by this Second First Amendment, or (ii) acknowledgement of this Second First Amendment by any GuarantorPEI or PUM.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1hereof: (a) the representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof as made on and as of such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) each of the Borrower and TMK has full power and authority to execute and deliver this Second Amendment, (ii) the Borrower has full power and authority to execute, deliver and perform this Second Amendment, execute the Revolving Credit Notes referred Note payable to in Section 3(c) the order of this Second Amendment the Decreasing Lender and each Increasing Lender (collectively, the "“Replacement Notes"”), and the Credit Agreement, as amended by (iii) this Second AmendmentAmendment has been duly executed and delivered by each of the Borrower and TMK, the execution, delivery and performance of this Second Amendment, (iv) the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized duly executed and delivered by all corporate action of the Borrower, and (v) (A) this Second Amendment, the Replacement Notes Amendment and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of each of the Borrower and TMK, and (B) the Replacement Notes constitute the legal, valid and binding obligation of the Borrower, and in the case of each of (A) and (B) above, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule Law or regulation to which Organization Documents of the Borrower or any of its Subsidiaries is subject TMK, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries TMK or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal Governmental Authority or other Person (other than the Board of Directors of the Borrower) not previously obtained is required for the (i) execution, delivery or performance by (i) the Borrower or TMK of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, Amendment or (ii) acknowledgement the Borrower of this Second Amendment by any Guarantorthe Replacement Notes.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by provided in the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, deliver and perform this Second Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, Agreement as amended by this Second Amendment, have been duly authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendment, nor the consummation of any transactions herein or therein, will contravene or conflict with any law, rule or regulation Law to which the Borrower or any of its Subsidiaries is subject or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubjectis subject; and (e) no authorization, approval consentapproval, consent or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than Person, including the Board of Directors of the Borrower) , is required for the (i) execution, delivery or performance by the Borrower of this Second Amendmentamendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement acknowledgment of this Second Amendment by any Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement are true and correct on and as of the date hereof as if made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full power and authority to execute, execute and deliver and perform this Second Amendment, the $37,500,000 replacement Revolving Credit Notes referred Note payable to in Section 3(c) the order of this Second Amendment NationsBank, N.A., the $37,500,000 replacement Revolving Credit Note payable to the order of Well▇ ▇▇▇go Bank (Texas), National Association, the $33,000,000 replacement Revolving Credit Note payable to the order of Bank One, Texas, N.A., the $16,250,000 replacement Revolving Credit Note payable to the order of The Bank of Tokyo-Mitsubishi, Ltd., the $16,250,000 Revolving Credit Note payable to the order of Chase Texas, and the $9,500,000 Revolving Credit Note payable to the order of Comerica (collectively, the "Replacement Revolving Credit Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, and the Revolving Credit Notes constitute the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws debtor relief laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities lawslaw; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Revolving Credit Notes or the Credit Agreement, as amended by this Second Amendmenthereby, nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any law, rule or regulation Law to which the Borrower or any of its Subsidiaries Subsidiary is subject subject, or any indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries Subsidiary or any of their respective property issubjectis subject; and (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) ), is required for the (i) execution, delivery or performance by the Borrower of this Second Amendment, the Replacement Notes and the Revolving Credit Agreement, as amended by this Second AmendmentNotes, or (ii) acknowledgement the acknowledgment of this Second Amendment by any each Guarantor.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, the Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments amendment contemplated by the foregoing Section 1: (a) the representations and warranties contained in the Credit Agreement (other than those representations and warranties that specifically relate to an earlier date) and the other Loan Documents are true and correct in all material respects on and as of the date hereof as made on and as of such date; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (c) the Borrower has full corporate power and authority to execute, execute and deliver and perform this Second Fourth Amendment, the Revolving Credit Notes referred to in Section 3(c) of this Second Amendment (collectively, the "Replacement Notes"), and the Credit Agreement, as amended by this Second Amendment, the execution, delivery and performance of this Second Amendment, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, have been authorized by all corporate action of the Borrower, and this Second Amendment, the Replacement Notes and the Credit Agreement, as amended hereby, constitute Fourth Amendment constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable Debtor Relief Laws and by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law) and except as rights to indemnity may be limited by federal or state securities laws; (d) neither the execution, delivery and performance of this Second Amendment, the Replacement Notes or the Credit Agreement, as amended by this Second Amendment, Fourth Amendment nor the consummation of any transactions contemplated herein or therein, will contravene or conflict with any lawmaterial Applicable Law, rule the articles of incorporation, bylaws or regulation to which other governance document of the Borrower or any of its Subsidiaries is subject Subsidiaries, or any material indenture, agreement or other instrument to which the Borrower or any of its Subsidiaries or any of their respective property issubject; andmay be bound; (e) no authorization, approval approval, consent, or other action by, notice to, or filing with, any Tribunal governmental authority or other Person (other than the Board of Directors of the Borrower) Borrower or any Guarantor), is required for the (i) execution, delivery or performance by the Borrower of this Second AmendmentFourth Amendment or the acknowledgment of this Fourth Amendment by any Guarantor other than (i) those approvals and consents already obtained, the Replacement Notes and the Credit Agreement, as amended by this Second Amendment, or (ii) acknowledgement consents under immaterial contractual obligations; and (f) the total amount of this Second Amendment by Indebtedness which may be outstanding under the Credit Agreement as a result of any Guarantorincrease in the Revolving Credit Commitment pursuant to Section 2.17 of the Credit Agreement will at all times be "Permitted Indebtedness" as such term is defined in the Senior Subordinated Notes Indenture.