(a)

this Amendment executed by Borrower, Guarantors, the Administrative Agent and the Increasing Lenders;

(b)

a certificate of each Loan Party dated as of the Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrower, certifying that, before and after giving effect to such increase, (A) the representations and warranties contained in Article V of the Credit Agreement and the other Loan Documents are true and correct, on and as of the Effective Date, and the representations and warranties contained in subsections (a) and (b) 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, and (B) both before and after giving effect to the Revolving Commitment Increase, no Default exists;

(c)

a replacement Note executed by Borrower in favor of each Increasing Lender requesting a replacement Note;

(d)

the Administrative Agent and each Increasing Lender shall have satisfied its flood insurance requirements for all Mortgaged Properties, including without limitation, the receipt of flood determination certificates for all such Mortgaged Properties and confirmation that the Loan Parties maintain flood hazard insurance on all Mortgaged Properties that are Flood Hazard Properties, on such terms and in such amounts as required by the National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent and each Increasing Lender;

(e)

an upfront fee, payable to the Administrative Agent for the account of each Increasing Lender, in an amount equal to 15 basis points on the portion of such Increasing Lender's share of the Revolving Commitment Increase which is an increase over its existing commitment;

(f)

such other fees and expenses that are payable by the Borrower to the Administrative Agent in connection with the consummation of the transactions contemplated hereby, and Haynes and Boone, LLP shall have received from the Borrower payment of all outstanding fees and expenses previously incurred and all fees and expenses incurred in connection with this Amendment; and

(g)

such other information and documents as the Administrative Agent may reasonably require.

(a)

Binding Effect.  The Credit Agreement as amended by this Amendment shall be binding upon and inure to the benefit of each of the undersigned and their respective legal representatives, successors and permitted assigns.

(b)

No Waiver of Defaults.  This Amendment  does not constitute a waiver of, or a consent to, any present or future violation of or default under, any provision of the Loan Documents, or a waiver of the Administrative Agent's or any Lender's right to insist upon future compliance with each term, covenant, condition and provision of the Loan Documents.

(c)

Form.  Each agreement, document, instrument or other writing to be furnished the Administrative Agent or any Lender under any provision of this Amendment must be in form and substance reasonably satisfactory to the Administrative Agent.

(d)

Headings.  The headings and captions used in this Amendment are for convenience only and will not be deemed to limit, amplify or modify the terms of this Amendment, the Credit Agreement, or the other Loan Documents.

(e)

Costs, Expenses and Attorneys' Fees.  Borrower agrees to pay or reimburse the Administrative Agent on demand for all its reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation, and execution of this Amendment, including, without limitation, the reasonable fees and disbursements of the Administrative Agent's counsel.

(f)

Multiple Counterparts.  This Amendment may be executed in any number of counterparts with the same effect as if all signatories have signed the same document.  All counterparts must be construed together to constitute one and the same instrument.  The effectiveness of any such documents and signatures shall, subject to applicable law, have the same force and effect as manually-signed originals and shall be binding on Borrower, each Guarantor, Administrative Agent, and each Lender.  Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original; provided that, the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature.

(g)

Governing Law.  This Amendment and the other Loan Documents must be construed, and their performance enforced, under Texas law.