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, 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 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) Company has full power and authority to execute and deliver this Fifth Amendment, the $25,000,000 Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"), the $50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note"), and this Fifth Amendment, the Loan Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Company, 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 law; (d) neither the execution, delivery and performance of this Fifth Amendment, the Bank One Note, the Bank of America Note or the Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subject, or any indenture, agreement or other instrument to which Company or any Subsidiary or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), is required for the execution, delivery or performance by Company of this Fifth Amendment, the Bank One Note or the Bank of America Note or the acknowledgment of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth First Amendment, the $25,000,000 Committed Loan Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto One (the "Bank One Note"), and the $50,000,000 replacement Committed Loan Note payable to the order of Bank of Americaeach Lender whose Commitment has been amended pursuant to this First Amendment (collectively, N.A. in form of Exhibit C hereto (the "Bank of America NoteReplacement Notes"), and (ii) this Fifth First Amendment, Bank One Note and the Loan Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this First Amendment, Bank One Note, the Replacement Notes, and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth First Amendment, the Bank One Note, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectOrganization Documents of the Borrower, or any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower or any of their respective its property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company the Borrower of this Fifth First Amendment, the Bank One Note or the Bank of America Note Replacement Notes or (ii) the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement Documents are true and correct on and as of the date hereof as if 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) Company the Borrower has full power and authority to execute and deliver this Fifth Second Amendment, the $25,000,000 each Revolving Loan Note payable to the order of Bank One, Texas, N.A. each Lender in the form amount of Exhibit A hereto each such Lender’s Commitment as increased by this Second Amendment (collectively, the "Bank One Note"“Replacement Notes”), (ii) this Second Amendment and the $50,000,000 Note payable to Replacement Notes have been duly executed and delivered by the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note")Borrower, and (iii) this Fifth Second Amendment, the Loan Replacement Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Second Amendment, the Bank One Note, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to which Company the Borrower or any Subsidiary is subject, Guarantor or (iii) any indenture, agreement or other instrument to which Company or the Borrower, any Subsidiary Guarantor or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company the Borrower of this Fifth Amendment, the Bank One Note Second Amendment or the Bank of America Note Replacement Notes or (ii) the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement 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 if 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) Company the Borrower has full power and authority to execute and deliver (A) this Fifth Third Amendment, (B) the $25,000,000 Note Revolving Loan Notes payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"), the $50,000,000 Note payable to the order of Bank of America, Regions Bank, Compass Bank, N.A., and BOKF, N.A. in form of Exhibit C hereto (the "dba Bank of America Note"Texas in the amounts of their respective Revolving Credit Commitments as increased by this 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 (ii) this Fifth Third Amendment, the Loan Replacement Notes and the New Notes have been duly executed and delivered by the Borrower and (iii) this Third Amendment, the Replacement Notes, the New Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Third Amendment, the Bank One NoteReplacement Notes, the Bank of America Note New Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) any Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower's knowledge, any Law applicable to which Company the Borrower or any Subsidiary is subject, its Subsidiaries or (iii) any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), 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 Company the Borrower of this Fifth Third Amendment, the Bank One Note Replacement Notes or the Bank of America Note New Notes, or (ii) the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Third Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Second Amendment, the $25,000,000 Revolving Loan Note payable to the order of Bank Oneeach New Lender (collectively, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"“New Notes”), the $50,000,000 replacement Revolving Loan Note payable to the order of Bank each Lender whose Commitment has been amended pursuant to this Second Amendment (collectively, the “Replacement Notes”), the replacement Swing Line Note payable to the order of America, N.A. in form of Exhibit C hereto Swing Line Lender (the "Bank of America “Swing Line Note"”), and (ii) this Fifth Second Amendment, the Loan New Notes, the Replacement Notes and the Swing Line Note have been duly executed and delivered by the Borrower, and (iii) this Second Amendment, the New Notes, the Replacement Notes, the Swing Line Note and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Second Amendment, the Bank One New Notes, the Replacement Notes, the Swing Line Note, the Bank of America Note Guaranty or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectOrganization Documents of the Borrower, or any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower or any of their respective property is its properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company the Borrower of this Fifth Second Amendment, the Bank One New Notes, the Replacement Notes or the Swing Line Note or (ii) the Bank of America Note or the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company the Borrower represents and warrants that, as of the date hereof hereof, and immediately after giving effect to the amendments contemplated by the foregoing Section 1this First Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Agreement 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 if 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; 5958900v.3 25690/692 (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth First Amendment, (ii) this First Amendment has been duly executed and delivered by the $25,000,000 Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"), the $50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note")Borrower, and (iii) this Fifth Amendment, the Loan Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute First Amendment constitutes the legal, valid and binding obligations of Companythe Borrower, enforceable against the Borrower in accordance with their respective its 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Amendment, the Bank One Note, the Bank of America Note or the Loan Agreement, as amended hereby, First Amendment nor the consummation of any transactions contemplated herein or thereinherein, will conflict with (i) any Organization Documents of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any Law applicable to which Company the Borrower or any Subsidiary is subject, its Subsidiaries or (iii) any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), 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 Company the Borrower of this Fifth First Amendment, or (ii) the Bank One Note or the Bank of America Note or the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, 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 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) Company has full power and authority to execute and deliver this Fifth Second Amendment, the $25,000,000 40,000,000 Note payable to the order of Bank One, Texas, N.A. NationsBank in the form of Exhibit A hereto (the "Bank One NationsBank Note"), the $50,000,000 20,000,000 Note payable to the order of Bank of America, N.A. America in the form of Exhibit C B hereto (the "Bank of America Note"), and the $10,000,000 Note payable to the order of Comerica in the form of Exhibit C hereto (the "Comerica Note") (the NationsBank Note, the Bank of America Note and the Comerica Note are collectively referred to herein as the "Notes"), and this Fifth Second Amendment, the Loan Agreement, as amended hereby, the Bank One Note and the Bank of America Note Notes constitute the legal, valid and binding obligations of Company, 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 law; ; and (d) neither the execution, delivery and performance of this Fifth Amendment, the Bank One Note, the Bank of America Note or the Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subject, or any indenture, agreement or other instrument to which Company or any Subsidiary or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), is required for the execution, delivery or performance by Company of this Fifth Amendment, the Bank One Note Second Amendment or the Bank of America Note Notes or the acknowledgment acknowledgement of this Fifth Second Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Fourth Amendment, the $25,000,000 Revolving Loan Note payable to the order of Bank Oneeach New Lender (collectively, Texas, N.A. in the form of Exhibit A hereto (the "Bank One NoteNew Notes"), the $50,000,000 replacement Revolving Loan Note payable to the order of Bank of Americaeach Lender whose Commitment has been amended pursuant to this Fourth Amendment (collectively, N.A. in form of Exhibit C hereto (the "Bank of America NoteReplacement Notes"), and (ii) this Fifth Fourth Amendment, the Loan New Notes and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this Fourth Amendment, the New Notes and the Replacement Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Fourth Amendment, the Bank One NoteNew Notes, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectOrganization Documents of the Borrower, or any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower or any of their respective its property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained is required for the execution, delivery or performance by Company the Borrower of this Fifth Fourth Amendment, the Bank One Note New Notes or the Bank of America Note or the acknowledgment of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Replacement Notes.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company the Borrower represents and warrants that, as of the date hereof hereof, and immediately after giving effect to the amendments contemplated by the foregoing Section 1this Seventh Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Agreement Documents are true and correct on and as of the date hereof as if 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 that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth AmendmentSeventh Amendment and the replacement Revolving Loan Note for each Lender in the amount of each Lender’s Commitment as in effect after giving effect to this Seventh Amendment (collectively, the $25,000,000 Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"“Replacement Revolving Loan Notes”), (ii) this Seventh Amendment and the $50,000,000 Note payable to Replacement Revolving Loan Notes have been duly executed and delivered by the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note")Borrower, and (iii) this Fifth Amendment, the Loan Agreement, as amended hereby, the Bank One Note Seventh Amendment and the Bank of America Note Replacement Revolving Loan Notes constitute the legal, valid and binding obligations of Companythe Borrower, enforceable against the Borrower 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Seventh Amendment, the Bank One Note, the Bank of America Note or the Replacement Revolving Loan Agreement, as amended herebyNotes, nor the consummation of any transactions contemplated herein or thereinherein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any Law provision or law, statute, rule or regulation applicable to which Company the Borrower or any Subsidiary is subject, its Subsidiaries or (iii) any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), 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 Company the Borrower of this Fifth Amendment, the Bank One Note Seventh Amendment or the Bank of America Note Replacement Revolving Loan Notes, or (ii) the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Seventh Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Amendment, the $25,000,000 Revolving Loan Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto New Lender (the "Bank One “New Note"”), the $50,000,000 replacement Revolving Loan Note payable to the order of Bank of Americaeach Lender whose Commitment has been amended pursuant to this Fifth Amendment (collectively, N.A. in form of Exhibit C hereto (the "Bank of America Note"“Replacement Notes”), and (ii) this Fifth Amendment, the Loan New Note and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this Fifth Amendment, the New Note and the Replacement Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Amendment, the Bank One New Note, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectOrganization Documents of the Borrower, or any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower or any of their respective its property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained is required for the execution, delivery or performance by Company the Borrower of this Fifth Amendment, the Bank One New Note or the Bank of America Note or the acknowledgment of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Replacement Notes.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Loan 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) Company the Borrower has full power and authority to execute and deliver this Fifth Second Amendment, the $25,000,000 37,500,000 replacement Revolving Credit Note payable to the order of NationsBank, N.A., the $37,500,000 replacement Revolving Credit Note payable to the order of Wellx Xxxgo Bank (Texas), National Association, the $33,000,000 replacement Revolving Credit Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note")N.A., the $50,000,000 16,250,000 replacement Revolving Credit Note payable to the order of The Bank of AmericaTokyo-Mitsubishi, N.A. in form Ltd., the $16,250,000 Revolving Credit Note payable to the order of Exhibit C hereto Chase Texas, and the $9,500,000 Revolving Credit Note payable to the order of Comerica (collectively, the "Bank of America NoteRevolving Credit Notes"), and this Fifth Second Amendment, the Loan Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note Revolving Credit Notes constitute the legal, valid and binding obligations of Companythe 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 law; (d) neither the execution, delivery and performance of this Fifth Second Amendment, the Bank One Note, the Bank of America Note Revolving Credit Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company the Borrower or any Subsidiary is subject, or any indenture, agreement or other instrument to which Company the Borrower or any Subsidiary or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Companythe Borrower), is required for the execution, delivery or performance by Company the Borrower of this Fifth Second Amendment, the Bank One Note or the Bank of America Note Revolving Credit Notes, or the acknowledgment of this Fifth Second Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement Documents are true and correct on and as of the date hereof as if 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) Company the Borrower has full power and authority to execute and deliver this Fifth First Amendment, the $25,000,000 Revolving Loan Note payable to the order of Bank One, Texas, N.A. each New Lender in the form amount of Exhibit A hereto each New Lender’s Commitment as determined by this First Amendment (the "Bank One Note"“New Notes”), and the $50,000,000 replacement Revolving Loan Note payable to the order of Bank of America in the amount of Bank of America’s Commitment, N.A. in form of Exhibit C hereto as reduced by this First Amendment (the "Bank of America “Replacement Note"”), (ii) Limited has full power and authority to execute and deliver this Fifth First Amendment, (iii) this First Amendment, the Loan New Notes and the Replacement Note have been duly executed and delivered by the Borrower and Limited, as the case may be, and (iv) this First Amendment, the New Notes, the Replacement Note, and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe Borrower 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 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth First Amendment, the Bank One NoteNew Notes, the Bank of America Replacement Note or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectOrganization Documents of the Borrower or Limited, or any indenture, agreement or other instrument to which Company the Borrower or any Subsidiary Limited or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company (A) the Borrower of this Fifth First Amendment, the Bank One Note New Notes or the Bank Replacement Note, and (B) Limited of America Note this First Amendment or (ii) the acknowledgment by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company the Borrower represents and warrants that, as of the date hereof hereof, and immediately after giving effect to the amendments contemplated by the foregoing Section 1this Eighth Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Agreement Documents are true and correct on and as of the date hereof as if 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 that the representations and warranties contained in subsection (a) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement, except that to the extent that such representations and warranties refer to statements furnished pursuant to clause (b) of Section 6.01 of the Credit Agreement, the representations and warranties in subclauses (i) and (ii) of clause (a) of Section 5.05 of the Credit Agreement shall be qualified by reference to the absence of footnotes and shall be subject to normal year-end audit adjustments; (b) no event has occurred and is continuing which constitutes a Default or an Event of Default; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Eighth Amendment, (ii) this Eighth Amendment has been duly executed and delivered by the $25,000,000 Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"), the $50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note")Borrower, and (iii) this Fifth Amendment, the Loan Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute Eighth Amendment constitutes the legal, valid and binding obligations of Companythe Borrower, enforceable against the Borrower in accordance with their respective its 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Amendment, the Bank One Note, the Bank of America Note or the Loan Agreement, as amended hereby, Eighth Amendment nor the consummation of any transactions contemplated herein or thereinherein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any Law provision or law, statute, rule or regulation applicable to which Company the Borrower or any Subsidiary is subject, its Subsidiaries or (iii) any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), 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 Company the Borrower of this Fifth Eighth Amendment, or (ii) the Bank One Note or the Bank of America Note or the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Eighth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement Documents are true and correct in all material respects on and as of the date hereof as if 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) Company the Borrower has full power and authority to execute and deliver this Fifth First Amendment, the $25,000,000 Revolving Loan Note payable to the order of Bank Oneeach New Lender in the amount of each New Lender's Revolving Loan Commitment (the "New Notes"), Texasthe replacement Revolving Note payable to the order of each Lender in the amount of each Lender's Revolving Loan Commitment as established by this First Amendment, N.A. 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 each other Loan Document to be delivered by it in connection with this First Amendment, (ii) each other Obligor has full power and authority to execute and deliver this First Amendment, the First Amendment to Subsidiary Pledge Agreement (such agreement, substantially in the form of Exhibit A hereto (hereto, the "Bank One NoteSubsidiary Pledge Amendment"), Supplement No. 1 to Subsidiary Guaranty (such agreement, substantially in the form of Exhibit B hereto, "Guaranty Supplement No. 1"), the $50,000,000 Note payable to Subsidiary Security Agreement (such agreement, substantially in the order of Bank of America, N.A. in form of Exhibit C hereto (hereto, the "Bank of America NoteAdditional Obligor Security Agreement"), the Subsidiary Pledge Agreement (such agreement, substantially in the form of Exhibit D hereto, the "Additional Obligor Pledge Agreement") and this Fifth the First Amendment to Subsidiary Guaranty (such agreement, substantially in the form of Exhibit E hereto, the "Guaranty Amendment") (the Borrower Pledge Amendment, the Subsidiary Pledge Amendment, Guaranty Supplement No. 1, Additional Obligor Security Agreement, 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 First Amendment, (iii) this First Amendment, the New Notes, the Replacement 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, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe Borrower 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 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth First Amendment, the Bank One NoteNew Notes, the Bank of America Note Replacement Notes, the Supplemental Loan Documents, any other Loan Document delivered in connection with this First Amendment or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with or contravene (i) any Law to which Company Organizational Document of the Borrower or any Subsidiary is subjectother 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 Company the Borrower or any Subsidiary other Obligor, as the case may be, or any of their respective property is subject, that could reasonably be expected to have a Material Adverse Effect; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained or made is required for the (i) due execution, delivery or performance by Company the Borrower or any other Obligor, as the case may be, of this Fifth First Amendment, the Bank One Note New Notes, the Replacement Notes, the Supplemental Loan Documents, or the Bank of America Note any other Loan Document delivered in connection with this First Amendment or (ii) the acknowledgment by any Subsidiary Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")First Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company Borrower represents and warrants that, as of the date hereof and after giving effect to the amendments contemplated by the foregoing Section 1: (a) hereof: the representations and warranties contained in the Financing Agreement and the other Loan Agreement 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; ; (ci) Company Borrower has full power and authority to execute and deliver this Fifth Amendment, the $25,000,000 Revolving Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto each New Lender (the "Bank One Note")collectively, the $50,000,000 “New Notes”) and the replacement Revolving Note payable to the order of Bank of Americaeach Lender whose Commitment has been amended pursuant to this Fifth Amendment (collectively, N.A. in form of Exhibit C hereto (the "Bank of America Note"“Replacement Notes”), and (ii) this Fifth Amendment, the Loan New Notes and the Replacement Notes have been duly executed and delivered by Borrower, and (iii) this Fifth Amendment, the New Notes, and the Replacement Notes and the Financing Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of CompanyBorrower, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable debtor relief laws and by general principles principals 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 law; (d) laws; neither the execution, delivery and performance of this Fifth Amendment, the Bank One NoteNew Notes, the Bank of America Note Replacement Notes, or the Loan Financing Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company law or any Subsidiary is subjectarticles of incorporation, bylaws or other governing documents of Borrower or any Guarantor, or any indenture, agreement or other instrument to which Company Borrower or any Subsidiary Guarantor or any of their respective property is properties are subject; and (e) and no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company Borrower of this Fifth Amendment, the Bank One Note New Notes or the Bank of America Note Replacement Notes or (ii) the acknowledgment by each Guarantor of this Fifth Amendment. Conditions to Effectiveness. This Fifth Amendment shall be effective (and the Applicable Margins set forth in Section 18 of this Fifth Amendment will go into effect notwithstanding anything in the last paragraph thereof to the contrary) upon satisfaction or completion of the following: Agent shall have received counterparts of this Fifth Amendment executed by all Lenders; Agent shall have received counterparts of this Fifth Amendment executed by Borrower and acknowledged by each Subsidiary which Guarantor; Agent shall have received a certified resolution of the Board of Directors of Borrower authorizing the execution, delivery and performance of this Fifth Amendment, the New Notes and the Replacement Notes; Agent shall have received an opinion of Borrower’s counsel, in form and substance satisfactory to Agent, with respect to matters set forth in Section 45(c), (d) and (e) of this Fifth Amendment; Agent shall have received a duly executed (i) New Note for each New Lender and (ii) Replacement Note for each Lender whose Commitment is being amended by this Fifth Amendment; Agent shall have received an amendment to the Guaranty executed by the Parent, in form and substance satisfactory to the Agent; Agent shall have received from Borrower in immediately available funds for (i) each Lender whose original commitment amount as set forth in such Lender’s commitment letter to Agent with respect to this Fifth Amendment was less than $25,000,000, an amount equal to the product of (A) 0.125% and (B) the amount of each such Lender’s Commitment (after giving effect to this Fifth Amendment), and (ii) for each Lender whose original commitment amount as set forth in such Lender’s commitment letter to Agent with respect to this Fifth Amendment was equal to or greater than $25,000,000, an amount equal to the product of (A) 0.175% and (B) the amount of each such Lender’s Commitment (after giving effect to this Fifth Amendment); Agent shall have received from Borrower in immediately available funds all other fees and amounts due and payable pursuant to that certain letter, dated November 25, 2003, among Borrower, Agent and Banc of America Securities LLC; Agent shall have received from Borrower a Borrowing Base Report setting forth a certification of Eligible Accounts and Eligible Inventory as of December 31, 2003; and Agent shall have received, in form and substance satisfactory to Agent and its counsel, such other documents, certificates and instruments as Agent shall require. Payments by Lenders. Upon the effectiveness of this Fifth Amendment, each Lender shall, to the extent necessary, make a payment to Agent in an am ount sufficient, upon the application of such payments by all Lenders to the reduction of outstanding Loans held by Lenders, to cause the principal amount of Loans outstanding made by each Lender to be in the amount of its pro rata share (after giving effect to this Fifth Amendment) of all outstanding Loans. Borrower hereby irrevocably authorizes each Lender to fund to Agent the payment required to be made pursuant to the immediately preceding sentence for application to the reduction of the outstanding Loans held by other Lenders. If, as a result of the repayment of Loans provided for in this Section 47, any payment of LIBOR Based Loans occurs on a day which is not the last day of the applicable Interest Period, Borrower will pay to Agent for the benefit of any Lender holding a LIBOR Based Loan any Lender’s Consequential Loss incurred by such Lender resulting therefrom in accordance with paragraph 3.1.4 to the extent a LIBOR Based Loan is paid on other than the last day of an Interest Period as a result thereof. Upon the effective date of this Fifth Amendment, each New Lender and each Lender whose Commitment is increased as a result of this Fifth Amendment, shall be deemed to have irrevocably and unconditionally purchased and received, without recourse or warranty, an undivided participation in all outstanding Letter of Credit Liabilities in accordance with its pro rata share (after giving effect to this Fifth Amendment). Addition of New Lenders. The parties hereto agree that the provisions of paragraph 11.9 of the Financing Agreement shall not be applicable to the addition of the New Lenders pursuant to this Fifth Amendment. Each New Lender represents, warrants and acknowledges to Agent as follows: such New Lender confirms that is has received a copy of the Financing Agreement and all amendments thereto, together with copies of the financial statements and other information referred to in paragraphs 7.5 and 7.6 of the Financing Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Fifth Amendment; such New Lender will, independently and without reliance upon Agent or any 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 Financing Agreement and the other Loan Documents; such New Lender confirms that it is an Eligible Assignee; such New Lender appoints and authorizes Agent to take such action as agent on its behalf and exercise such powers under the Loan Documents as are delegated to Agent by the terms thereof, together with such powers as are reasonably incidental thereto; such New Lender agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender; neither Agent nor any Lender has made any representation or warranty or accrued any responsibility with respect to any statements, warranties or representations made in or in connection with this Fifth Amendment or any of the Loan Documents or the execution, legality, validity, enforceability or genuineness, sufficiency or value of this Fifth Amendment or any of the Loan Documents or any other instrument or document furnished pursuant hereto or thereto; and neither Agent nor any Lender has made any representation or warranty or assumed any responsibility with respect to the financial condition or results of operations of any Loan Party or the performance or observance by any Loan Party of its obligations under this Fifth Amendment or under the Loan Documents. Reference to the Financing Agreement. Upon the effectiveness of this Fifth Amendment, each reference in the Financing Agreement to “this Agreement”, “hereunder”, or words of like import shall mean and be a reference to the Financing Agreement, as affected and amended hereby. The Financing Agreement, as amended by the amendments referred to above, and the other Loan Documents shall remain in full force and effect and is hereby ratified and confirmed. Further Assurances. Borrower shall execute and deliver such further agreements, documents, instruments, and certificates in form and substance satisfactory to Agent, as Agent or any Lender may deem necessary or appropriate in connection with this Fifth Amendment. No Waiver. Nothing contained in this Fifth Amendment shall be construed as a waiver by Agent or Lenders of any covenants or provisions of the Financing Agreement, the other Loan Documents, this Fifth Amendment, or of any other contract or instrument between Borrower, Agent and/or Lenders, and the failure of Agent or Lenders at any time or times hereafter to require strict performance by Borrower of any provisions thereof shall not waive, affect or diminish any right of Agent or Lenders to thereafter demand strict compliance therewith. Agent and Lenders hereby reserve all rights granted under the Financing Agreement, and the other Loan Documents, this Fifth Amendment and an y other contract or instrument between Borrower, Agent and/or Lenders. Costs, Expenses and Taxes. Borrower agrees to pay on demand all costs and expenses of Agent in connection with the preparation, reproduction, execution and delivery of this Fifth Amendment and the other instruments and documents to be delivered hereunder (a "including the reasonable fees and out-of-pocket expenses of counsel for Agent with respect thereto). Guarantor").’s Acknowledgment. By signing below, each Guarantor (a) acknowledges, consents and agrees to the execution, delivery and performance by Borrower of this Fifth Amendment, (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 Fifth Amendment or any of the provisions contemplated herein and (ii) cover the Commitments as increased by this Fifth Amendment, (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. Execution in Counterparts. This Fifth Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Third Amendment: (a) the representations and warranties contained in the Credit Agreement and the other Loan Agreement 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Third Amendment, the $25,000,000 Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto replacement Amortizing Loan Notes for each Lender (the "Bank One NoteReplacement Amortizing Loan Notes"), the $50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto replacement Revolving Loan Notes for each Lender (the "Bank of America NoteReplacement Revolving Loan Notes") (collectively, the "Replacement Notes"), (ii) this Third Amendment and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this Fifth Amendment, Third Amendment and the Loan Replacement Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Third Amendment, the Bank One Note, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectorganizational documents of the Borrower, or any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower or any of their respective its property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained is required for the execution, delivery or performance by Company the Borrower of this Fifth Amendment, the Bank One Note Third Amendment or the Bank of America Note or the acknowledgment of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Replacement Notes.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement Documents are true and correct on and as of the date hereof as if 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) Company the Borrower has full power and authority to execute and deliver this Fifth Amendment, the $25,000,000 Second Amendment and each Revolving Loan Note payable to the order of Bank One, Texas, N.A. each Lender in the form amount of Exhibit A hereto each such Lender’s Commitment as increased by this Second Amendment (collectively, the "Bank One Note"“Replacement Notes”), (ii) this Second Amendment and the $50,000,000 Note payable to Replacement Notes have been duly executed and delivered by the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note")Borrower, and (iii) this Fifth Second Amendment, the Loan Replacement Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Second Amendment, the Bank One Note, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or any Guarantor, (ii) any Law applicable to which Company the Borrower or any Subsidiary is subject, Guarantor or (iii) any indenture, agreement or other instrument to which Company or the Borrower, any Subsidiary Guarantor or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company the Borrower of this Fifth Amendment, the Bank One Note Second Amendment or the Bank of America Note Replacement Notes or (ii) the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, 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 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) Company has full power and authority to execute and deliver this Fifth Third Amendment, the $40,000,000 Note payable to the order of NationsBank in the form of Exhibit A hereto (the "NationsBank Note"), the $25,000,000 Note payable to the order of Bank One, Texas, N.A. of America in the form of Exhibit A hereto (the "Bank One Note"), the $50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C B hereto (the "Bank of America Note"), and the $15,000,000 Note payable to the order of Comerica in the form of Exhibit C hereto (the "Comerica Note") (the NationsBank Note, the Bank of America Note and the Comerica Note are collectively referred to herein as the "Notes"), and this Fifth Third Amendment, the Loan Agreement, as amended hereby, the Bank One Note and the Bank of America Note Notes constitute the legal, valid and binding obligations of Company, 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 law;a (d) neither the execution, delivery and performance of this Fifth Amendment, the Bank One Note, the Bank of America Note or the Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subject, or any indenture, agreement or other instrument to which Company or any Subsidiary or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), is required for the execution, delivery or performance by Company of this Fifth Amendment, the Bank One Note Third Amendment or the Bank of America Note Notes or the acknowledgment acknowledgement of this Fifth Third Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Sixth Amendment, the $25,000,000 Revolving Loan Note payable to the order of Bank One, Texas, N.A. in the form of Exhibit A hereto KeyBank (the "Bank One “KeyBank Note"”), the $50,000,000 replacement Revolving Loan Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto each Lender whose Commitment has been amended pursuant to this Sixth Amendment (the "Bank of America Note"“Replacement Notes”), and (ii) this Fifth Sixth Amendment, the Loan KeyBank Note and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this Sixth Amendment, the KeyBank Note, the Replacement Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Sixth Amendment, the Bank One KeyBank Note, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectOrganization Documents of the Borrower, or any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person not already obtained (other than including the Board of Directors (or other similar governing body) of Company), the Borrower or any Guarantor) is required for (i) the execution, delivery or performance by Company the Borrower of this Fifth Sixth Amendment, the Bank One KeyBank Note or the Bank of America Note Replacement Notes or (ii) the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Sixth Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Agreement Documents are true and correct on and as of the date hereof as if 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) Company each of the Borrower and TMK has full power and authority to execute and deliver this Fifth Second Amendment, (ii) the $25,000,000 Borrower has full power and authority to execute the Revolving Note payable to the order of Bank Onethe Decreasing Lender and each Increasing Lender (collectively, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"“Replacement Notes”), (iii) this Second Amendment has been duly executed and delivered by each of the $50,000,000 Note payable to Borrower and TMK, (iv) the order of Bank of America, N.A. in form of Exhibit C hereto (Replacement Notes have been duly executed and delivered by the "Bank of America Note")Borrower, and (v) (A) this Fifth Amendment, Second Amendment and the Loan Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companyeach 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 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Second Amendment, the Bank One Note, the Bank of America Note Replacement Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subjectOrganization Documents of the Borrower or TMK, or any indenture, agreement or other instrument to which Company the Borrower or any Subsidiary TMK or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), not previously obtained is required for the execution, delivery or performance by Company (i) the Borrower or TMK of this Fifth Amendment, Second Amendment or (ii) the Bank One Note or Borrower of the Bank of America Note or the acknowledgment of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Replacement Notes.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Loan Credit Agreement and the other Credit 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Second Amendment, the $25,000,000 Revolving Credit Note and Seasonal Revolving Credit Note payable to the order of Bank Oneeach New Lender (collectively, Texas, N.A. in the form of Exhibit A hereto (the "Bank One Note"), the $50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America NoteNew Notes"), and the replacement Revolving Credit Note and Seasonal Revolving Credit Note for each Lender whose Revolving Credit Commitment and Seasonal Revolving Credit Commitment is being amended by this Fifth Second Amendment (collectively, the "Replacement Notes"), (ii) this Second Amendment, the Loan New Notes and the Replacement Notes have been duly executed and delivered by the Borrower, and (iii) this Second Amendment, the New Notes, the Replacement Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Second Amendment, the Bank One NoteNew Notes, the Bank of America Note or Replacement Notes and the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or its Subsidiaries, (ii) to Borrower's knowledge, any Law provision or law, statute, rule or regulation applicable to which Company the Borrower or any Subsidiary is subject, its Subsidiaries or (iii) any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company the Borrower of this Fifth Second Amendment, the Bank One Note New Notes and the Replacement Notes or (ii) the Bank of America Note or the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Second Amendment.

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, 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 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) Company has full power and authority to execute and deliver this Fifth Fourth Amendment, the $25,000,000 40,000,000 Note payable to the order of Bank One, NationsBank of Texas, N.A. in the form of Exhibit A hereto (the "Bank One NationsBank Note"), the $50,000,000 30,000,000 Note payable to the order of Bank of America-Texas, N.A. in the form of Exhibit C 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 herein as the "Notes"), and this Fifth Fourth Amendment, the Loan Agreement, as amended hereby, the Bank One Note and the Bank of America Note Notes constitute the legal, valid and binding obligations of Company, 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 law; (d) neither the execution, delivery and performance of this Fifth Fourth Amendment, the Bank One Note, the Bank of America Note Notes or the Loan Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with any Law to which Company or any Subsidiary is subject, or any indenture, agreement or other instrument to which Company or any Subsidiary or any of their respective property is subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority or other Person (other than the Board of Directors of Company), is required for the execution, delivery or performance by Company of this Fifth Amendment, the Bank One Note Fourth Amendment or the Bank of America Note Notes or the acknowledgment acknowledgement of this Fifth Fourth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor").

REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT. By its execution and delivery hereof, Company 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 Loan Credit Agreement and the other Credit 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; (ci) Company the Borrower has full power and authority to execute and deliver this Fifth Second Amendment, each Revolving Credit Note payable to each Lender whose Revolving Credit Commitment is being increased and each Seasonal Revolving Credit Note payable to each Seasonal Revolving Credit Lender whose Seasonal Revolving Credit Commitment is being increased (collectively, the “Replacement Notes”) and the Revolving Credit Note payable to each New Lender and the Seasonal Revolving Credit Note payable to each New Lender who is a Seasonal Revolving Credit Lender (collectively, the “New Notes”), (ii) this Second Amendment, the $25,000,000 Note payable to Replacement Notes and the order of Bank One, Texas, N.A. in New Notes have been duly executed and delivered by the form of Exhibit A hereto (the "Bank One Note"), the $50,000,000 Note payable to the order of Bank of America, N.A. in form of Exhibit C hereto (the "Bank of America Note")Borrower, and (iii) this Fifth Second Amendment, the Loan Replacement Notes, the New Notes and the Credit Agreement, as amended hereby, the Bank One Note and the Bank of America Note constitute the legal, valid and binding obligations of Companythe 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 lawlaws; (d) neither the execution, delivery and performance of this Fifth Second Amendment, the Bank One NoteReplacement Notes, the Bank of America Note New Notes or the Loan Credit Agreement, as amended hereby, nor the consummation of any transactions contemplated herein or therein, will conflict with (i) the certificate or articles of incorporation or the applicable constituent documents or bylaws of the Borrower or its Subsidiaries, (ii) to Borrower’s knowledge, any Law provision or law, statute, rule or regulation applicable to which Company the Borrower or any Subsidiary is subject, its Subsidiaries or (iii) any indenture, agreement or other instrument to which Company or any Subsidiary the Borrower, the Subsidiaries or any of their respective property is properties are subject; and (e) no authorization, approval, consent, or other action by, notice to, or filing with, any governmental authority Governmental Authority or other Person (other than the Board of Directors of Company), not previously obtained is required for (i) the execution, delivery or performance by Company the Borrower of this Fifth Second Amendment, the Bank One Note Replacement Notes, or the Bank of America Note New Notes or (ii) the acknowledgment acknowledgement by each Guarantor of this Fifth Amendment by each Subsidiary which executed the Guaranty Agreement (a "Guarantor")Second Amendment.