SECOND AMENDMENT TO LOAN AGREEMENT

1. Definitions.  Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Loan Agreement.

2. Amendments to the Loan Agreement.  Subject to the conditions hereof and upon satisfaction of the terms set forth in Section 6 herein, the Loan Agreement is hereby amended as follows:

(a) The following definition set forth in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

(b) The following definition is hereby added to Section 1.01 of the Loan Agreement, in proper alphabetical order thereto:

(c) The first sentence of Section 2.01(a) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

(d) A new paragraph (d) is hereby added to Section 2.01 of the Loan Agreement, immediately following paragraph (c) thereof, to read in its entirety as follows:

(e) Section 7.08(b) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

(f) Section 8.03 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

3. Consent of Guarantors.  Each Guarantor hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms, reaffirms and ratifies in all respects the Guaranty to which it is a party (including without limitation the continuation of such Guarantor’s payment and performance obligations thereunder upon and after the effectiveness of

4. Full Force and Effect of Agreement.  Except as hereby specifically amended, modified or supplemented, the Borrower hereby acknowledges and agrees that the Loan Agreement and all of the other Loan Documents are hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms.

5. Representations and Warranties.  Each Loan Party hereby represents and warrants to the Lender that after giving effect to this Amendment:

(a) The representations and warranties of the Borrower and each other Loan Party contained in Article V of the Loan Agreement or in any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date hereof, 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) This Amendment has been duly authorized, executed and delivered by the Borrower and each Guarantor and constitutes a legal, valid and binding obligation of such parties,  enforceable against such parties in accordance with its terms; and

(c) No Default or Event of Default under the Loan Agreement or under any other Loan Document exists.

6. Conditions to Effectiveness.  This Amendment shall not be effective until the following conditions precedent have been satisfied:

(a) the Lender shall have received, in form and substance satisfactory to the Lender, each of the following:

(i) counterparts of this Amendment executed by the Borrower, the Lender and each Guarantor; 

(ii) an amended and restated Note executed by the Borrower (the “Amended and Restated Note”);

(iii) a counterpart of a supplement to the Guaranty executed by each Additional Guarantor (the “Guaranty Supplement”);

(iv) a certificate, in form and substance reasonably acceptable to the Lender, of the Borrower executed by a Managerial Official of the Borrower certifying (A) as to the names and titles of the officers of the Borrower authorized to sign this Amendment, the Amended and Restated Note, and each of the other Loan Documents to be executed by the Borrower in connection herewith (including the certificates contemplated herein), together with specimen signatures of such officers; (B) as to resolutions of the board of directors of the Borrower, which resolutions authorize the execution, delivery, and performance

(v) a certificate, in form and substance reasonably acceptable to the Lender, of each Additional Guarantor executed by a Managerial Official of such Additional Guarantor certifying as to (A) the names and titles of the officers of such Additional Guarantor authorized to sign the Guaranty Supplement and each of the other Loan Documents to be executed by such Additional Guarantor in connection herewith (including the certificates contemplated herein), together with specimen signatures of such officers; (B) resolutions of the members, managers or other appropriate governing body of such Additional Guarantor, which resolutions authorize the execution, delivery, and performance by such Additional Guarantor of the Guaranty Supplement and each of the other Loan Documents to be executed by such Additional Guarantor in connection herewith; (C) original certified or file–stamped copies of the certificate of formation, articles of organization, or other similar organizational document of such Additional Guarantor, certified as true, correct and complete by the appropriate authority in its jurisdiction of organization as of a date acceptable to the Lender; (D) a true, correct, and complete copy of the operating agreement or other similar organizational document of such Additional Guarantor; and (E) certificates of the appropriate government officials as to the existence and good standing of such Additional Guarantor in (i) its jurisdiction of organization and (ii) each other jurisdiction in which such Additional Guarantor is required to qualify to do business, each dated a date acceptable to the Lender;

(vi) such other documents, instruments and certificates as reasonably requested by the Lender;

(b) the Lender shall have received payment or evidence of payment of all fees and expenses owed by the Borrower to the Lender including, without limitation, the reasonable fees and expenses of Winstead PC, counsel to the Lender;

(c) the Lender shall have received evidence, in form and substance reasonably satisfactory to the Lender, that all actions required to be taken by the Borrower and each other Loan Party in connection with the transactions contemplated by this Amendment have been taken;

(d) the representations and warranties contained in the Loan Agreement and in each other Loan Document shall be true and correct as of the date hereof, 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

(e) no Default or Event of Default under the Loan Agreement or under any other Loan Document exists.

7. Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original (including electronic copies) but all of which together shall constitute one and the same instrument.

8. Governing Law.  This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of Texas.

9. Enforceability.  Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto.

10. No Novation.  This Amendment is given as an amendment and modification of, and not as a payment of, the obligations of the Borrower and the Guarantors under the Loan Agreement and each other Loan Document and is not intended to constitute a novation of the Loan Agreement or any other Loan Document.  All of the indebtedness, liabilities and obligations owing by the Borrower and the Guarantors under the Loan Agreement and the other Loan Documents shall continue.

11. Expenses.  The Borrower agrees to pay all reasonable out of pocket costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, and agent for the Lender) incurred before or after the date hereof by the Lender and its affiliates in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and the other Loan Documents.

12. Entire Agreement.  THIS AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.