SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of September 2, 2009 (this “Agreement”), among FFE TRANSPORTATION SERVICES, INC., a Delaware corporation (“ Borrower ”), FROZEN FOOD EXPRESS INDUSTRIES, INC., a Texas corporation (“ Parent ”), CONWELL CORPORATION, a Delaware corporation (“ Conwell ”), FX HOLDINGS, INC., a Delaware corporation (“FX”), LISA MOTOR LINES, INC., a Delaware corporation (“ LML ”), COMPRESSORS PLUS, INC., a Texas corporation (“ CPI ”), FFE LOGISTICS, INC., a Delaware corporation (“ Logistics ”), CONWELL LLC, a Delaware limited liability company (“ Conwell LLC ”), COMERICA BANK, a Texas banking association (“ Comerica ”), each other entity which may from time to time become party hereto as a lender hereunder or any successor or assignee thereof (such lenders and the Issuing Bank, collectively, the “ Banks ”), and Comerica as Administrative Agent, Collateral Agent and Issuing Bank.

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.1   Definitions

.  As used herein, meanings indicated the following terms shall have the meanings indicated:

 “ Administrative Agent ” means Comerica in its capacity as administrative agent for the Banks under this Agreement, and its successors and assigns in such capacity; provided , however, that until such time as a Bank other than Comerica becomes a party hereto, “Administrative Agent” shall mean Comerica, individually.

“ Advance ” means the disbursement of an amount or amounts loaned or to be loaned by any Bank to Borrower hereunder.

“ Affiliate ” means, as to any Person, any other Person (a) that directly or indirectly,   through one or more intermediaries, Controls or is Controlled by, or is under common Control with, such first Person, (b) that directly or indirectly beneficially owns or holds five percent or more of any class of voting capital stock of such first Person, or (c) five percent or more of the voting capital stock of which is directly or indirectly beneficially owned or held by such first Person; provided, however, in no event shall any Agent or any Bank be deemed an Affiliate of Borrower, Parent or any Subsidiaries.

“ Agents ” means collectively, Administrative Agent and Collateral Agent, and “ Agent ” shall mean any one of them.

“ Agreement ” means this Amended and Restated Credit Agreement, as it may be amended, renewed, extended, or restated from time to time.

“ Applicable Lending Office ” means for each Bank, the lending office of such Bank designated below its name on the signature pages hereof (or, with respect to a Bank that becomes a party to this Agreement pursuant to an assignment made in accordance with Section 9.16 , in the Assignment and Acceptance executed by it) or such other office of such Bank as such Bank may from time to time specify to Administrative Agent.

“ Applicable Rate ” shall have the meaning set forth in Section 2.4(a) .

 “ Article(s) ” shall have the meaning set forth in Section 9.10 .

“ Assignee ” shall have the meaning set forth in Section 9.16(b) .

“ Assigning Bank ” shall have the meaning set forth in Section 9.16(b) .

“ Assignment and Acceptance ” means an Assignment and Acceptance in substantially the form of Exhibit F .

“ Banks ” means as defined in the introductory paragraph.

“ Base Rate ” means the higher of (i) the Daily Adjusting LIBOR Rate or (ii) two percent (2.00%) per annum, with each change in the Base Rate to become effective, without notice to Borrower, as of the opening of business on the effective date of each change in the Base Rate.  If, at any time, Bank determines that it is unable to determine or ascertain the Daily Adjusting LIBOR Rate for any day, the Base Rate for each such day shall be the Prime Rate in effect at such time, but not less than two and one-half percent (2.50%) per annum.

“ Base Rate Margin ” means, on any date, the rate per annum set forth below, based on the amount of the Outstanding Revolving Credit, at the close of business on such day:

“ Borrower ” means FFE Transportation Services, Inc., a Delaware corporation.

“ Borrowing Base ” means the sum of:

(a)   an amount equal to (i) eighty-five percent (85%) of the aggregate Eligible Accounts; plus

(b)   so long as any Vehicles are included in the Borrowing Base in accordance with Section 5.1(q), an amount equal to the lesser of (i) $15,000,000, or (ii) sixty-five percent (65%) of the Orderly Liquidation Value of Vehicle Collateral in which the Collateral Agent, for the benefit of the Banks, has a valid, perfected Lien and which is not subject to any Lien other than Liens in favor of Collateral Agent and the Banks;

all calculated in accordance with GAAP based upon consolidated financial information of Parent and the Subsidiaries.  The Borrowing Base shall be determined by Administrative Agent from time to time in its good faith judgment.

“ Borrowing Base Availability ” means (a) the Borrowing Base, minus (b) the Outstanding Revolving Credit.

“ Borrowing Base Report ” means a report prepared and executed by Borrower, appropriately completed, in form and substance satisfactory to Administrative Agent evidencing the calculation of the Borrowing Base.

“ Capital Expenditure ” means any and all expenditures by a Person for (i) an asset which will be used in a year or years subsequent to the year in which the expenditure is made and which asset is properly classified in relevant financial statements of such Person as equipment, real property or improvements, fixed assets or a similar type of capitalized asset in accordance with GAAP, (ii) an asset relating to or acquired in connection with an acquired business, and (iii) any and all acquisition costs related to (i) and (ii) above.

“ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, as the same may be amended from time to time.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), other than the Stubbs Group and the Weller Group, of shares representing more than 30% of either the aggregate ordinary voting power or the aggregate equity value represented by the issued and outstanding capital stock of the Parent; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Parent by Persons who were neither (i) nominated by the board of directors of the Parent nor (ii) appointed by directors so nominated; or (c) the acquisition of direct or indirect Control of the Parent by any Person or group.

“ Closing Date ” means September 2, 2009.

“ Code ” means the Uniform Commercial Code of Texas.

“ Collateral ” means any and all property or assets in which a security interest, pledge or other such interest has been or from time to time may be granted to Administrative Agent, Collateral Agent and the Banks to secure the Obligations; provided that the Collateral does not include any real estate and does not include any equipment except for Vehicles to the extent set forth in the Loan Papers.

“ Collateral Agent ” means Comerica in its capacity as collateral agent for the Banks under this Agreement, and its successors and assigns in such capacity.

“ Commitment ” means, with respect to each Bank, the obligation of such Bank, in accordance with this Agreement, to make or continue Loans and to make or participate in Letter of Credit Liabilities in an aggregate principal amount at any one time outstanding up to but not exceeding the amount set forth opposite the name of such Bank on Schedule 1.1 or, if such Bank is party to an Assignment and Acceptance, as set forth in the most recent Assignment and Acceptance of such Bank, and as the same may be increased or decreased pursuant to this Agreement or as otherwise set forth in this Agreement.

“ Companies ” means Parent, Borrower and the Other Subsidiaries, and a “ Company ” means any of Parent, Borrower or an Other Subsidiary.

“ Compliance Certificate ” means a certificate in the form of Exhibit D hereto with the blanks completed accurately and signed by the Chief Financial Officer or Treasurer of Parent and the Chief Financial Officer of Borrower.

“ Consolidated Tangible Net Worth ” means, at any time, all amounts which in conformity with GAAP would be included as stockholders’ equity or owners’ equity on a consolidated balance sheet of the Companies; provided, however, there shall be excluded therefrom (a) any amount at which shares of capital stock of any Person appear as an asset on the balance sheet of such Person, (b) goodwill, including any amounts, however designated, that represent the excess of the purchase price paid for assets or stock over the value assigned thereto, (c) patents, trademarks, trade names and copyrights, (d) deferred expenses, (e) loans and advances to any stockholder, director, officer, partner, or employee of any Company or any Affiliate of any Company, (f) Operating Rights, and (g) all other assets which are properly classified as intangible assets.

“ Consolidated Total Liabilities ” means, at any time, all liabilities that, in accordance with GAAP, should be classified as such on a consolidated balance sheet of the Companies.

“ Contract Rate ” shall have the meaning set forth in Section 9.19(a) .

“ Control ” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

“ Current Financials ” shall have the meaning set forth in Section 4.2 .

(a)   for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 11:00 a.m. (Dallas, Texas time) (or as soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day.  In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, the "Daily Adjusting LIBOR Rate" for such day shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be reasonably selected by Bank, or, in the absence of such other service, the "Daily Adjusting LIBOR Rate" for such day shall, instead, be determined based upon the average of the rates at which Bank is offered dollar deposits at or about 11:00 a.m. (Dallas, Texas time) (or as soon thereafter as practical) on such day, or if such day is not a Business Day, on the immediately preceding Business Day, in the interbank eurodollar market in an amount comparable to the principal amount of the Indebtedness hereunder and for a period of one (1) month;  divided by

(b)   1.00 minus the maximum rate (expressed as a decimal) on such day at which Bank is required to maintain reserves on "Euro-currency Liabilities" as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Bank is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

“ Debtor Relief Laws ” means any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization, or similar debtor relief laws affecting the rights of creditors generally from time to time in effect.

“ Default ” shall have the meaning set forth in Article VI .

“ Default Rate ” shall have the meaning set forth in Section 2.4(a) .

“ Demo Vehicles ” shall have the meaning specified in the definition of “ Permitted Liens ”.

“ Deposit ” shall have the meaning set forth in Section 7.7 .

“ Dollars ” or “ $ ” have the meaning set forth in Section 9.8 .

“ EBITDAR ” shall have the meaning set forth in Section 5.1(f) .

“ Eligible Accounts ” means, as of any date, an amount equal to the aggregate net invoice or ledger amount owing on all trade accounts receivable of the Companies, on a consolidated basis, for goods sold or leased (provided such goods have been shipped) or services rendered, after deducting (without duplication): (i) each such account that is unpaid 90 days after the original invoice date thereof, (ii) all such accounts in which a Person (other than the Banks specifically as security for the Obligations) has a Lien, (iii) the amount of all discounts, allowances, rebates, credits and adjustments to such accounts, (iv) all contra accounts, setoffs, defenses or counterclaims asserted by or available to the Persons obligated on such accounts, provided, however, that with respect to freight claims which constitute a part of accrued claims liability, only the current or short-term portion thereof shall be so deducted, (v) all accounts with respect to which goods are placed on consignment, guaranteed sale or other terms by reason of which the payment by the account debtor may be conditional, (vi) the amount billed for or representing retainage, if any, until all prerequisites to the immediate payment of retainage have been satisfied, (vii) the amount of all revenue arising from freight charges derived from freight in transit, (viii) all such accounts owed by account debtors which are known to any officer of any Company, Administrative Agent or any Bank to be insolvent, (ix) all such accounts owing by Affiliates of a Company, (x) all accounts in which the account debtor is not a resident of the United States unless such accounts are supported by a letter of credit issued by a bank acceptable to Administrative Agent or by foreign credit insurance issued by a Person acceptable to Administrative Agent (xi) all accounts in which the account debtor is the United States or any department, agency or instrumentality of the United States, except to the extent acknowledgment of assignment to the Banks, specifically as security for the Obligations, of such account in compliance with the Federal Assignment of Claims Act and other applicable Law has been received by Administrative Agent, (xii) all accounts not evidenced by evidence of billing acceptable to the Required Banks, (xiii) all accounts evidenced by any note, trade acceptance, draft or other instrument or chattel paper, (xiv) any account which is not a valid, legally enforceable obligation of the account debtor thereunder, and (xv) all accounts in which Administrative Agent does not have a first priority, perfected Lien.

“Eligible Assignee” shall have the meaning set forth in Section 9.1(b)

“ ERISA ” shall have the meaning set forth in Section 4.6 .

“ Exhibits ” shall have the meaning set forth in Section 9.10 .

“ Existing Credit Documents ” means that certain Amended and Restated Credit Agreement dated as of October 12, 2006 among Borrower, Parent, certain affiliates of Borrower, and Banks, as amended by (i) that certain First Amendment to Amended and Restated Credit Agreement dated as of April 25, 2007, (ii) that certain Second Amendment to Amended and Restated Credit Agreement dated as of July 30, 2007, (iii) that certain Third Amendment to Amended and Restated Credit Agreement dated as of March 3, 2008, (iv) that certain Fourth Amendment to Amended and Restated Credit Agreement dated as of August 4, 2008, and (v) that certain Fifth Amendment to Amended and Restated Credit Agreement dated as of February 27, 2009 (as amended to the date hereof, the “ Existing Agreement ”), together with the promissory notes made by Borrower thereunder.

“ Existing Indebtedness ” means all Indebtedness outstanding under the Existing Credit Documents on the date hereof.

“ Existing Letters of Credit ” means all letters of credit pursuant to the Existing Credit Documents that remain outstanding on the date hereof.

“ Facility Fee Rate ” means 0.375% per annum.

“ Federal Funds Rate ” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers (“ Overnight Transactions ”) transacted on the immediately preceding Business Day, as published by the Federal Reserve Bank of New York, or, if such interest rate is not so published for any Business Day, the average of the per annum interest rate quotations for Overnight Transactions received by Comerica (or other applicable Bank referred to in the definition of “ Base Rate ” for such Business Day from three Federal funds brokers of recognized standing selected by Comerica (or such other applicable Bank).

“ Financial Statements ” includes, but is not necessarily limited to, balance sheets, profit and loss statements, reconciliations of capital and surplus, statements of cash flows prepared on a consolidated basis, and the footnotes thereto.

“ Financing Lease ” means any lease of property which shall, in accordance with GAAP, be capitalized on a balance sheet of a Company.

“ Fixed Charge Coverage Ratio ” shall have the meaning set forth in Section 5.1(f) .

“ Fixed Charges ” shall have the meaning set forth in Section 5.1(f) .

“ Funded Debt ” shall have the meaning set forth in Section 5.1(k) .

“ GAAP ” means accounting principles generally accepted in the United States of America, applied on a consistent basis, set forth in authoritative pronouncements issued by the American Institute of Certified Public Accounts, the Financial Accounting Standards Board, the Securities and Exchange Commission, the International Accounting Standards Board, and any other comparable body, which are applicable in the circumstances as of the date in question, and the requisite that such principles are applied on a consistent basis means that the accounting principles observed in a current period are comparable in all material respects to those applied in a preceding period.

“ Governmental Requirement ” means any Law, statute, code, ordinance, order, rule, regulation, judgment, decree, injunction, franchise, permit, certificate, license, authorization or other directive or requirement of any federal, state, county, municipal, parish, or other Tribunal or any department, commission, board, court, agency or any other instrumentality of any of them.

“ Group Member ” means any Person which is a member with any Company in an “affiliated service group” as defined in Section 414(m) of the IRC, a “controlled group of corporations” as defined in Section 1563 of the IRC, or any “trades or businesses . . . which are under common control” as defined by Section 414(c) of the IRC.

“ Guaranty Agreement ” means a guaranty agreement, in form and substance satisfactory to the Banks, pursuant to which a Company (other than Borrower) guarantees prompt payment and performance of the Obligations, and “ Guaranty Agreements ” means all of such agreements.

“ Guarantee ” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“ Hazardous Materials ” means “hazardous substances,” “hazardous waste” or “hazardous constituents” in CERCLA, RCRA or any other federal, state or local environmental statute or regulation.

“ Hedge Agreement ” means, with respect to Borrower or any other Company, any and all transactions, agreements, documents, or arrangements between Borrower or any other Company and one or more Banks, now existing or hereafter entered into, which provide for an interest rate, credit, commodity, or equity swap, cap, floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination of, or option with respect to, these or other similar transactions, for the purpose of hedging exposure to fluctuations in interest or exchange rates, loan, credit exchange, security, or currency valuations, or commodity prices or other similar risks.

“ Highest Lawful Rate ” means, with respect to any Bank, the maximum non-usurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received with respect to the particular Obligations as to which such rate is to be determined, payable to such Bank pursuant to this Agreement or any other Loan Paper, under Laws applicable to such Bank which are presently in effect or, to the extent allowed by law, under such applicable Laws which may hereafter be in effect and which allow a higher maximum non-usurious interest rate than applicable Laws now allow.  The Highest Lawful Rate shall be calculated in a manner that takes into account any and all fees, payments and other charges in respect of the Loan Papers that constitute interest under applicable Law.  Each change in any interest rate provided for herein based upon the Highest Lawful Rate resulting from a change in the Highest Lawful Rate shall take effect without notice to Borrower or any other Person at the time of such change in the Highest Lawful Rate.  For purposes of determining the Highest Lawful Rate under Texas law, the applicable rate ceiling shall be the weekly rate ceiling described in, and computed in accordance with, Sections 303.003 and 303.009 of the Texas Finance Code, as amended and in effect from time to time, or any successor or replacement statute; provided , however , that, to the extent permitted by applicable Law, Administrative Agent shall have the right to change the applicable rate ceiling from time to time in accordance with applicable Law.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding trade accounts payable incurred in the ordinary course of business which are not more than 90 days past due), (f) all obligations secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all obligations of such Person under Financing Leases, (i) all obligations, contingent or otherwise, of such Person in respect of letters of credit, letters of guaranty, bankers’ acceptances, surety or other bonds and similar instruments, (j) all liabilities of such Person in respect of unfunded vested benefits under any Plan, and (k) payment obligations with respect to Hedge Agreements, provided that for purposes of this definition, the amount of the obligation of any Person under any Hedge Agreement shall be the amount determined, in respect thereof as of the end of the most recently ended fiscal quarter of such Person, based on the assumption that such Hedge Agreement has terminated at the end of such fiscal quarter, and in making such determination, if such Hedge Agreement provides for the netting of amounts payable by and to each party thereto or if any Hedge Agreement provides for the simultaneous payment of amounts by and to each party, then in each such case, the amount of such obligation shall be the net amount so determined; provided, however, that notwithstanding the foregoing, Indebtedness shall not include deposits, escrows or bonds of such Person pursuant to an independent contractor agreement not to exceed $2,500,000 in the aggregate at any time.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ IRC ” shall mean the Internal Revenue Code of 1986, as amended.

“ Issuing Bank ” means Comerica, in its capacity as the issuer of Letters of Credit hereunder, and its successors in such capacity as provided in Section 2.14(g) .

“ Laws ” means any and all applicable laws, statutes, ordinances, rules, regulations, orders, writs, injunctions, and/or decrees of the United States, any state or commonwealth, any territory or possession, any foreign country, or any Tribunal.

“ Letter of Credit ” shall have the meaning assigned to such term in Section 2.14 .

“ Letter of Credit Liabilities ” means, at any time, the aggregate undrawn face amounts of all outstanding Letters of Credit and all Reimbursement Obligations.

“ Leverage Ratio ” shall have the meaning set forth in Subsection 5.1(k) .

“ Lien ” means any security interest, mortgage, pledge, lien, claim, charge, encumbrance, title retention agreement, lessor’s interest under a Financing Lease or analogous instrument, in, of or on any of the Companies’ property (or any other Person’s property if the context so requires).

“ Litigation ” means any proceeding, claim, lawsuit and/or investigation conducted or threatened by or before any Tribunal, including, but not limited to, proceedings, claims, lawsuits and/or investigations under or pursuant to any environmental, occupational safety and health, antitrust, unfair competition, securities, taxation or other Law, or under or pursuant to any contract, agreement or other instrument.

“ Litigation Schedule ” shall have the meaning set forth in Section 4.3 .

“ Loans ” shall have the meaning set forth in Section 2.1 .

“ Loan Papers ” means this Agreement, the Notes, the Guaranty Agreements and any and all certificates, mortgages, deeds of trust, security agreements and other documents and agreements executed and/or delivered in connection with the making of Loans or the issuing of Letters of Credit or otherwise pursuant to the terms of this Agreement and any future amendments and supplements thereto and restatements thereof.

“ Margin Regulations ” means Regulations T, U and X of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Margin Stock ” means “margin stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“ Material Adverse Effect ” means any effect which might reasonably be expected to be material and adverse to the financial condition or business operations of the Companies as a whole on a consolidated basis.

“ Net Income ” means, for any period and any Person, the sum of the following (calculated without duplication): (a) such Person’s consolidated net income (or loss) determined in conformity with GAAP; minus (b) nonrecurring, extraordinary gains, including, without limitation, any nonrecurring death benefits under life insurance policies.

“ New Entity ” shall have the meaning set forth in Section 9.14 .

“ Notes ” means the Revolving Credit Notes.

“ Notice of Activity ” means the written notice given by Borrower to Administrative Agent of an Advance or issuance of a Letter of Credit, which shall be substantially in the form of Exhibit B attached.

“ Obligations ” means all present and future obligations and liabilities, and all renewals and extensions thereof, or any part thereof, of Borrower or any other Company to any one or more of the Agents and/or any one or more of the Banks and created or evidenced by or existing or arising out of or pursuant to this Agreement, the Revolving Credit Notes or any one or more of the other Loan Papers (including, without limitation, the Principal Obligation, the Reimbursement Obligation arising pursuant to any Letters of Credit, and all other indebtedness, obligations, fees and liabilities arising pursuant to this Agreement, or otherwise) and pursuant to or under any Hedge Agreement that Borrower or any other Company may enter into with the express written consent of Administrative Agent and the Required Banks, and all interest accruing thereon and costs, expenses and attorneys’ fees incurred in the enforcement or collection thereof, regardless of whether such obligations and liabilities are direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, including, but not limited to, the obligations and liabilities arising pursuant to any of the Loan Papers, and all renewals and extensions thereof, or any part thereof, and all present and future amendments thereto.

“ Operating Rights ” means the operating rights, franchises, certificates, authorizations, permits and licenses of Borrower and the other Companies.

“ Orderly Liquidation Value ” with respect to each Vehicle, means (a) with respect to any Vehicle acquired after the Closing Date, the Purchase Price of such Vehicle, which amount shall be reduced each month by an amount equal to 1% of the Purchase Price of such Vehicle as previously so reduced, to reflect depreciation, until such time as a Vehicle Appraisal for such Vehicle shall have been delivered to Collateral Agent or Administrative Agent, and thereafter the orderly liquidation value attributed to such Vehicle in the most recent Vehicle Appraisal for such Vehicle; and (b) with respect to any other Vehicle, the orderly liquidation value attributed to such Vehicle in the most recent Vehicle Appraisal.  Notwithstanding the foregoing, the term “ Orderly Liquidation Value ” shall not include the value of any Vehicle which is no longer owned by a Company or which has been (i) destroyed, confiscated by a governmental authority, stolen, or lost, or (ii) restricted from use, attached by legal process, or immobilized due to lack of repair for a period of forty-five (45) consecutive calendar days.

“ Other Subsidiary ” means any Person of which an aggregate of 50% or more of the issued and outstanding voting stock, or 50% or more of the equity interests, at the time at which any determination is being made, is owned of record or beneficially, directly or indirectly, by any Company.

“ Outstanding Revolving Credit ” means, at any particular time, the sum of (a) the aggregate outstanding principal amount of the Loans, plus (b) all Letter of Credit Liabilities.

“ Parent ” means Frozen Food Express Industries, Inc., a Texas corporation.

“ Permitted Investments ” means investments in (i) indebtedness, evidenced by notes maturing not more than one hundred eighty (180) days after the date of issue, issued or guaranteed by the federal government of the United States of America, or any agency thereof, (ii) certificates of deposit, maturing not more than one hundred eighty (180) days after the date of issue, issued by commercial banking institutions, each of which is a member of the Federal Reserve System and which has combined capital and surplus and undivided profits of not less than $100,000,000.00, or any other financial institution if the amount on deposit is fully insured by The Federal Deposit Insurance Corporation, (iii) commercial paper, maturing not more than one hundred eighty (180) days after the date of issue, issued by a corporation (other than an Affiliate of the Companies) with a rating of “P-1” (or its then equivalent) according to Moody’s Investors Service, Inc., “A-1” (or its then equivalent) according to Standard & Poor’s Corporation or “F-1” (or its then equivalent) according to Fitch’s Investors Service, Inc., or issued by any Bank with a rating of “P-3” (or its then equivalent) according to Moody’s Investors Service Inc., or “A-3” (or its then equivalent) according to Standard & Poor’s Corporation, (iv) money market funds that invest only in securities which mature within one (1) year after the date of purchase and which have ratings meeting the standard of (iii) above, or (v) securities issued or guaranteed by an agency of the United States of America.

“ Permitted Liens ” means with respect to any asset or property (or any interest therein),

a.   Liens (if any) securing the Notes in favor of Administrative Agent, Collateral Agent and/or the Banks;

b.   The following, if the validity and amount thereof are being contested in good faith and by appropriate legal proceedings and so long as (i) levy and execution thereon have been stayed and continue to be stayed, (ii) they do not in the aggregate materially detract from or threaten the value of the asset or property, or materially impair the use thereof in the operation of any Company’s business, and (iii) a reserve therefor, if appropriate, has been established in accordance with GAAP: claims and Liens for taxes due and payable; claims and Liens upon and defects of title to real and personal property, including any attachment of personal or real property or other legal process prior to adjudication of a dispute on the merits; claims and Liens of mechanics, materialmen, warehousemen, landlords or carriers, or similar Liens; and adverse judgments on appeal;

c.   Liens for taxes not past due;

d.   Mechanics’, materialmen’s, warehousemen’s, landlords’ or carriers’ Liens for services or materials for which payment is not past due;

e.   Liens in favor of the lessor on the assets being leased under any operating lease or Financing Lease;

f.   Encumbrances consisting of minor easements, zoning restrictions, or other restrictions on the use of real property that do not (individually or in the aggregate) materially affect the value of the assets encumbered thereby or materially impair the ability of Borrower or the other Companies to use such assets in their respective businesses, and none of which is violated in any material respect by existing or proposed structures or land use;

g.   Liens resulting from good faith deposits to secure payments of workmen’s compensation or other social security programs or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, and contracts (other than for payment of borrowed money); and

h.   Liens at any time existing on up to fifty (50) tractors and fifty (50) trailers that are purchased for a nominal amount from vehicle vendors and that are required to be sold by the owner back to such vendors for a nominal amount (collectively, “ Demo Vehicles ”).

“ Person ” means any individual, firm, corporation, association, partnership, joint venture, trust, other entity or Tribunal.

“ Plan ” means all (present, prior (including terminated and transferred) and future) plans, programs agreements, arrangements and methods of contribution or compensation providing any remuneration or benefits other than current cash compensation to any current or former employee of any Company or any other Group Member or to any other Person who provides services to any Company or any other Group Member whether or not subject to ERISA; and includes, but is not limited to, pension, retirement, profit sharing, stock bonus, nonqualified deferred compensation, disability, medical, dental, workers compensation, health insurance, life insurance, incentive plans, vacation benefits and fringe benefits.

“ Potential Default ” means the occurrence of an event or condition that with notice or lapse of time would become a Default.

“ Pro Rata Share ” means, with respect to each Bank and from time to time, an amount equal to the quotient obtained by dividing such Bank’s Commitment by the aggregate amount of the Commitments or, if all the Commitments are terminated, the quotient obtained by dividing such Bank’s outstanding Loans by the aggregate outstanding Loans of all Banks.

“ Purchase Price ” means, in the case of a Vehicle, the bona fide price which the purchaser actually pays to the seller for such Vehicle, including (i) trade-in allowance, (ii) seller’s delivery and handling charges; (iii) excise tax on the Vehicle; (iv) any sales and use tax; (v) freight charges; and (vi) other expenses required to effect delivery of the Vehicle to the purchaser.

“ Quarterly Payment Date ” means the last Business Day of each March, June, September and December.

“ RCRA ” means the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984, as the same may be amended from time to time.

“ Regulatory Change ” means, with respect to any Bank, any change after the Closing Date in any U.S. federal or state, or any foreign, Laws or regulations or the adoption or making after such date of any interpretations, directives or requests applying to a class of lenders including such Bank of or under any U.S. federal or state, or any foreign, Laws or regulations (whether or not having the force of law) by any Tribunal charged with the interpretation or administration thereof.

“ Reimbursement Obligation ” shall have the meaning assigned to such term in Section 2.14(d) .

“ Reportable Event ” has the meaning assigned to that term in Title IV of ERISA.

“ Required Banks ” means, as of the date of any determination thereof, any two or more of the Banks, that hold, in the aggregate, sixty-six and two-thirds of one percent (66-2/3%) or more of the sum of the Principal Obligation then outstanding plus the aggregate face amount of the Letters of Credit then outstanding, or, if no Principal Obligation or Letter of Credit is then outstanding, any two or more of the Banks, that hold, in the aggregate, sixty-six and two-thirds of one percent (66-2/3%) or more of the Commitments; provided that, at any time there are two or fewer Banks, “Required Banks” shall mean Banks that hold, in the aggregate, one hundred percent (100%) of the Commitments.  For purposes of this definition, the effects of rounding to the nearest cent shall not be taken into account.

“ Revolving Credit Notes ” shall have the meaning set forth in Section 2.2 , and “ Revolving Credit Note ” shall mean any of such promissory notes.

“ Schedules ” shall have the same meaning set forth in Section 9.10 .

“ Section(s) ” shall have the meaning set forth in Section 9.10 .

“ Security Agreements ” means (a) security agreements, pledge agreements and other agreements, documents or instruments executed by the Borrower, Parent or any Subsidiary dated the Closing Date (or such other date as any such Person may execute such Security Agreement), (b) any such agreement, document or instrument at any time executed pursuant to Section 3.1(a) hereof, evidencing or creating a Lien as security for the Obligations and in form and substance reasonably satisfactory to Administrative Agent and Collateral Agent, and (c) any and all amendments, modifications, supplements, renewals, extensions, restatements or replacements thereof.

“ Solvent ” means, as to any Person, that (a) the aggregate fair market value of its assets exceeds its liabilities, (b) it has sufficient cash flow to enable it to pay its Indebtedness as such Indebtedness matures, and (c) it does not have unreasonably small capital to conduct its business.

“ Stubbs Group ” means any one or more of the following Persons:  Stoney M. Stubbs, Jr., Julia B. Stubbs, Timothy L. Stubbs, Julia S. Howard, J. Bain Howard Trust, Jackson R. Howard Trust, Stubbs Family Partnership, Ltd., Stubbs II Family Partnership, Ltd., S. Russell Stubbs, D. Dawn Stubbs, S. Reese Stubbs Trust, J. Corby Hill Stubbs Trust, John D. Prickett, Lucile E. Prickett, Barbara L. Stubbs, Sarah M. Daniel, Lucile B. Knight, Weller Investment, Ltd., Frances E. Fielder TXUGMA, Kiirstin L. Daniel TXUGMA, Arthur L. Daniel, Jr., D & R Stubbs Management LLC, Stephanie B. Stubbs, D. Dawn Stubbs Irrevocable 1996 Trust, Timothy Reed Stubbs Trust, Walker Gage Stubbs Trust and Two Sisters LLC.

“ Subsidiaries ” means Borrower, Conwell, FX, LML, Logistics, CPI and Conwell LLC, and shall also mean and include any New Entity which has executed and delivered a Guaranty Agreement and letter as provided in Section 9.14 and has not been released or otherwise discharged from its obligations thereunder.

“ Taxes ” means any and all present and future taxes, levies, imposts, deductions, withholdings, assessments, fees or other charges from time to time or at any time imposed by any Laws or by any Tribunal (excluding taxation of the income of the Banks).

“ Termination Date ” shall mean September 2, 2011, or such earlier date upon which the obligation of the Banks to make Loans is terminated pursuant to the terms of this Agreement.

“ Tribunal ” means any state, commonwealth, federal, foreign, territorial, or other court or governmental department, commission, board, bureau, agency or instrumentality.

“ Vehicle Appraisal ” means an appraisal of any or all of the Vehicles, performed on behalf of the Administrative Agent or the Collateral Agent and the Banks, by an appraisal firm reasonably satisfactory to the Administrative Agent and the Collateral Agent, dated a recent date satisfactory to the Administrative Agent and the Collateral Agent and in all respects satisfactory to the Administrative Agent and the Collateral Agent in their respective sole and absolute discretion.

“ Vehicles ” means any and all of the following, whether now owned or hereafter acquired by Parent, Borrower, or any Subsidiary:  (a) all tractors and trailers registered in accordance with any Law for public roadway use in the operation of Parent’s, Borrower’s or any Subsidiary’s motor carrier business, and (b) all equipment and accessories permanently attached to any such Vehicles, including without limitation all refrigeration units, tires and tubes; provided, that (i) “ Vehicles ” shall include such equipment and accessories only so long as they are so permanently attached and shall not include any spare parts inventory; (ii) Vehicles shall not include any such property described in the foregoing clauses (a) and (b) that (1) is leased to any Company by any Person other than another Company, (2) is a vehicle which is intended for use, and is in fact used, solely on location at Parent’s, Borrower’s or any Subsidiary’s place of business (commonly known as “yard hosses”), (3) constitutes “inventory” as such term is defined in Chapter 9 of the Code, or (4) is a Demo Vehicle.

“ Vehicle Collateral ” means, collectively, all of the Vehicles (if any) which are included in the Collateral.

“ W&B Note ” means that certain Subordinated Term Note dated as of December 26, 2001, made by W&B Service Company, LP, f/k/a W&B Newco, L.P., payable to the order of FX in the original principal amount of $4,134,785.00, and all renewals, extensions, amendments, modifications, replacements, substitutions and rearrangements thereof.

“ Weller Group ” means any one or more of the following Persons:  Weller Investment, Ltd., Sarah M. Daniel, Lucile B. Knight, and Two Sisters LLC.

Section 1.2   UCC Changes

.  All terms used herein which are defined in the UCC shall, unless otherwise provided, have the meanings ascribed to them in the UCC both as in effect on the date of this Agreement and as hereafter amended.  The parties intend that the terms used herein which are defined in the UCC have, at all times, the broadest and most inclusive meanings possible.  Accordingly, if the UCC shall in the future be amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the date of this Agreement, then such term as used herein shall be given such broadened meaning.  If the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less inclusively, than the UCC in effect on the date of this Agreement, such amendment or holding shall be disregarded in defining terms used in this Agreement.

Section 2.1   Commitments; Loans

.  Subject to the terms and conditions of this Agreement (including, without limitation, Section 2.13), each Bank severally agrees to make one or more revolving credit loans to Borrower from time to time from and including the Closing Date to but excluding the Termination Date in an aggregate principal amount outstanding not to exceed the positive remainder of (i) the amount of such Bank’s Commitment as then in effect, minus (ii) such Bank’s Pro Rata Share of the Letter of Credit Liabilities then outstanding (such revolving credit loans referred to in this Section 2.1 now or hereafter made by the Banks to Borrower from and including and after the Closing Date are hereinafter collectively called the “Loans”); provided, however, that the Outstanding Revolving Credit shall not at any time exceed the lesser of (i) the Borrowing Base then most recently determined, or (ii) the aggregate amount of the Commitments.  Subject to the foregoing limitations and the other terms and conditions of this Agreement, Borrower may borrow, repay and re-borrow the Loans hereunder prior to the Termination Date.  The Borrowing Base shall be determined in good faith by Administrative Agent in connection with the delivery of the Borrowing Base Report to be delivered in accordance with Section 5.1(l), subject to Administrative Agent’s right to re-determine the Borrowing Base in accordance with the immediately succeeding sentence.  In addition, the Borrowing Base may be re-determined at any time and from time to time by Administrative Agent in good faith upon the occurrence and during the continuation of a Potential Default.

Section 2.2   The Notes

.  The Loans made by each Bank shall be evidenced by a single promissory note (each a “ Revolving Credit Note ”) of Borrower in substantially the form of Exhibit C hereto, dated the Closing Date, payable to the order of such Bank in a principal amount equal to its Commitment as originally in effect, and otherwise duly completed.  Each Bank is hereby authorized by Borrower to endorse on the schedule (or a continuation thereof) attached to each Note of such Bank the date and amount of each Loan made by such Bank to Borrower and the amount of each payment or prepayment of principal of such Loan received by such Bank, provided that any failure by such Bank to make any such endorsement shall not affect the obligations of Borrower, Parent or any other Subsidiary under such Note or this Agreement in respect of such Loan.

Section 2.3   Repayment of Loans

.  Borrower shall pay the outstanding principal amount on all Loans on the Termination Date.  If any payment of principal becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day and interest shall be payable at the then applicable rate during such extension.

Section 2.4   Interest and Fees.

(a)   Interest Rate .  Borrower shall pay to the Administrative Agent for the account of each Bank interest on the unpaid principal amount of each Loan made by such Bank for the period commencing on the date of such Loan to but excluding the date such Loan is due, at a fluctuating rate per annum equal to the Applicable Rate.  The term “ Applicable Rate ” means with respect to all Loans outstanding from day to day, the lesser of (A) the Highest Lawful Rate or (B) the Base Rate plus the Base Rate Margin. Notwithstanding the foregoing, subject to Section 9.19 , (1) all principal outstanding after the occurrence of a Default which has not been cured to the satisfaction of the Administrative Agent and the Required Banks or waived in writing by the Administrative Agent and the Required Banks shall bear interest at the Default Rate, which shall be due and payable on demand, and (2) past due principal, interest, fees and other amounts shall bear interest at the Default Rate, which shall be payable on demand.  The term “ Default Rate ” means a rate per annum equal to the lesser of (A) the Highest Lawful Rate, or (B) 2% plus the rate otherwise applicable to such Loan as provided above.

(b)      Facility Fees .  In consideration of each Bank’s commitment to make Loans, Borrower will pay to Administrative Agent for the account of each Bank a facility fee determined on a daily basis by applying the Facility Fee Rate to such Bank’s Commitment.  This facility fee shall be due and payable in arrears on the last day of each fiscal quarter of Borrower and on the Termination  Date.

(c)   Computation of Interest and Fees .  All interest and fees shall be calculated on the basis of actual days elapsed, but computed as if each calendar year consisted of 360 days, subject to limitations of the Highest Lawful Rate.  Each determination by Administrative Agent of the Base Rate shall, in the absence of manifest error, be conclusive and binding.

(d)   Recapture of Interest Lost as a Result of Interest Limitations .  If at any time the rate of interest applicable to any Loan exceeds the Highest Lawful Rate, the rate of interest which such Loan bears shall be limited to the Highest Lawful Rate, but, notwithstanding any subsequent reductions in the Applicable Rate, the rate of interest which such Loan bears shall not thereafter be reduced below the Highest Lawful Rate until such time as the total amount of interest accrued on such Loan equals the amount of interest which would have accrued if the Applicable Rate had at all times been in effect.

(e)   Payment Dates .  Accrued interest on the Loans shall be due and payable in arrears on the first Business Day of each calendar month and on the Termination Date.

Section 2.5   Borrowing Procedure

.  Borrower shall give Administrative Agent notice of each borrowing of Loans hereunder in accordance with Section 2.9 .  Not later than 12:00 noon (Dallas, Texas time) on the date specified for each Advance hereunder, each Bank will make available the amount of the Loan to be made by it on such date to Administrative Agent, at the Applicable Lending Office of Administrative Agent, in immediately available funds, for the account of Borrower.  The amount so received by Administrative Agent shall, subject to the terms and conditions of this Agreement, be made available to Borrower promptly by wire transfer of immediately available funds to a deposit account .maintained by Borrower and reasonably acceptable to Administrative Agent.

Section 2.6   Optional Prepayments

.  Subject to Section 2.7 , Borrower shall have the right from time to time to prepay the principal of the Loans; provided that Borrower shall give Administrative Agent notice of each such prepayment as provided in Section 2.9 .

Section 2.7   Mandatory Prepayments.

(a)   Loans .  If at any time the Outstanding Revolving Credit exceeds an amount equal to the lesser of the aggregate Commitments then in effect or the Borrowing Base then most recently determined or redetermined, Borrower shall either (i) within one Business Day after the occurrence thereof, pay to Administrative Agent the amount of such excess as a prepayment of the Loans, or (ii) within ten (10) Business Days after the occurrence thereof, grant to the Collateral Agent, for the benefit of the Banks, a valid, perfected First Priority Lien in Vehicles having an aggregate Orderly Liquidation Value in an amount necessary to increase the Borrowing Base by the amount of such excess, subject to any and all limitations specified in the definition of “Borrowing Base”, pursuant to documentation satisfactory to the Collateral Agent and the Required Banks as provided in Section 5.1(r).

(b)   Application of Mandatory Prepayments .  Any prepayments hereunder shall be applied to the remaining Loans as set forth in Section 2.17 .

Section 2.8   Minimum Amounts

.  Each Advance of principal of the Loans shall be in an amount at least equal to $100,000 or an integral multiple of $100,000 in excess thereof.  Furthermore, all optional prepayments of principal of the Loans shall be in an amount equal to $500,000 or an integral multiple of $100,000 in excess thereof.

Section 2.9   Certain Notices

.  Notices by Borrower to Administrative Agent of terminations or reductions of Commitments, of Advances, and of prepayments of Loans shall be irrevocable and shall be effective only if received by Administrative Agent not later than 12:00 noon (Dallas, Texas time) on the Business Day prior to the date of the relevant termination, reduction, Advance or prepayment as specified below:

Each such notice of termination or reduction shall specify the amount of the Commitments to be terminated or reduced.  Each such notice of Advance or prepayment shall specify the Loans to be borrowed or prepaid and the amount of Loans (subject to Section 2.8 hereof) to be borrowed or prepaid and the date of Advance or prepayment (which shall be a Business Day).  Notices of Advances or prepayments shall be in the form of Exhibit B hereto, appropriately completed as applicable.  Administrative Agent shall promptly notify the Banks of the contents of each such notice.

Section 2.10   Use of Proceeds.

(a)   Borrower agrees with Administrative Agent and the Banks that (i) the proceeds of the Loans to be made on and after the Closing Date shall be used by Borrower, Parent and the Subsidiaries for working capital and general corporate purposes and to refinance existing Indebtedness and (ii) the Letters of Credit requested to be issued pursuant to this Agreement shall be used only to support transactions and obligations entered into in the ordinary course of any Company’s business.

(b)   None of the proceeds of any Loan have been or will be used to acquire any security in any transaction that is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended, or to purchase or carry any margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System).

Section 2.11   Fees

.  Borrower agrees to pay the following fees in connection with each Bank’s commitment to make Loans and Issuing Bank’s commitment to issue Letters of Credit:

(a)   A Letter of Credit fee is payable to the Administrative Agent for the account of the Banks in accordance with their respective Pro Rata Shares, for the term of each Letter of Credit at Base Rate Margin.  Letter of Credit fees shall be payable quarterly in arrears on each Quarterly Payment Date;

(b)   An issuance fee is payable to Administrative Agent for the account of the Issuing Bank for the term of each Letter of Credit in an amount equal to $150, which fee is payable upon issuance of each Letter of Credit and on each anniversary of the issuance of such Letter of Credit, together with such other standard issuance, negotiation, processing and/or administration fees as may be charged by the Issuing Bank;

(c)   Upon any amendment or modification of a Letter of Credit, a Letter of Credit amendment fee shall be paid to the Issuing Bank, for its own account, as determined pursuant to the Issuing Bank’s customary procedures; and

(d)   Facility Fee of 0.375% per annum, payable quarterly in arrears.

Section 2.12   Computations

.  Interest and fees payable by Borrower hereunder and under the other Loan Papers on all Loans shall be computed on the basis of a year of 360 days and the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which payable unless, in the case of interest, such calculation would result in a usurious rate, in which case interest shall be calculated on the basis of a year of 365 or 366 days, as the case may be.

Section 2.13   Termination or Reduction of Commitments.

(a)   Notwithstanding anything to the contrary contained in this Agreement, the Commitments shall automatically terminate at 8:00 a.m.  (Dallas, Texas time) on the Termination Date.

(b)   Borrower shall have the right to terminate or reduce in part the unused portion of the Commitments at any time and from time to time, provided that (i) it shall give notice of each such termination or reduction as provided in Section 2.9 and (ii) each partial reduction shall be in an aggregate amount at least equal to $5,000,000 or an integral multiple of $100,000 in excess thereof.  The Commitments may not be reinstated after they have been terminated or increased after they have been reduced.

Section 2.14   Letters of Credit.

(a)   Subject to the terms and conditions of this Agreement, Borrower may utilize the Commitments by requesting that the Issuing Bank issue standby letters of credit (each such letter of credit and each Existing Letter of Credit is herein called a “ Letter of Credit ”); provided , that no Letter of Credit shall be issued if, after giving effect to the issuance thereof, (i) the Outstanding Revolving Credit would exceed the amount equal to the lesser of the aggregate Commitments then in effect or the Borrowing Base then most recently determined, or (ii) the Letter of Credit Liabilities would exceed $10,000,000.  Upon the date of issue of each Letter of Credit, the Issuing Bank shall be deemed, without further action by any party hereto, to have sold to each Bank, and each Bank shall be deemed, without further action by any party hereto, to have purchased from the Issuing Bank, a participation to the extent of such Bank’s Pro Rata Share of the Commitments.

(b)   Borrower shall give the Issuing Bank (with a copy to Administrative Agent) at least three (3) Business Days prior notice (effective upon receipt and irrevocable unless appropriately revoked sufficiently prior to issuance of the Letter of Credit) specifying the date of each Letter of Credit and the nature of the transactions or obligations to be supported thereby.  Upon receipt of such notice and confirmation by the Issuing Bank with Administrative Agent that such Letter of Credit may be issued in compliance with this Agreement, the Issuing Bank shall promptly notify Administrative Agent of the contents thereof and of each such Bank’s Pro Rata Share of the amount of the proposed Letter of Credit, and Administrative Agent shall promptly thereupon notify the Bank’s of such information.  In addition, the Issuing Bank shall promptly deliver to the Administrative Agent an electronic copy of such Letter of Credit.  Each Letter of Credit shall have an expiration date that does not exceed one year from the date of issuance (unless specifically consented to by Administrative Agent, the Issuing Bank and the Required Banks) and that does not extend beyond the Termination Date, shall be payable in Dollars, shall support a transaction entered into in the ordinary course of business of Borrower, Parent or a Subsidiary, shall be satisfactory in form and substance to the Issuing Bank, and shall be issued pursuant to such agreements, documents and instruments as the Issuing Bank may reasonably require, none of which shall be inconsistent with this Agreement (and to the extent they irreconcilably conflict with this Agreement, the terms of this Agreement shall control).  Each Letter of Credit shall (i) provide for the payment of drafts presented for, on or thereunder by the beneficiary in accordance with the terms thereof, when such drafts are accompanied by the documents (if any) described in the Letter of Credit and (ii) to the extent not inconsistent with the terms hereof, be subject to the Uniform Customs and Practice for Documentary Credits (2007 Revision), International Chamber of Commerce Publication No. 600 (together with any subsequent revision thereof approved by a Congress of the International Chamber of Commerce and adhered to by the Issuing Bank, the “ UCP ”), and shall, as to matters not governed by the UCP, be governed by, and construed and interpreted in accordance with, the Laws of the State of Texas.

(c)   Upon receipt from any Letter of Credit beneficiary of any demand for payment or other drawing under such Letter of Credit, the Issuing Bank shall promptly notify Borrower and each Bank as to the amount to be paid as a result of such demand or drawing and the respective payment date.  If at any time the Issuing Bank shall make a payment to a beneficiary of a Letter of Credit pursuant to a drawing under such Letter of Credit, each Bank will pay to the Issuing Bank, immediately upon the Issuing Bank’s demand at any time commencing after such payment until reimbursement therefor in full by Borrower, an amount equal to such Bank’s Pro Rata Share of such payment, together with interest on such amount for each day from the date of such payment to the date of payment by such Bank of such amount at a rate of interest per annum equal to the Federal Funds Rate.

(d)   Borrower shall be irrevocably and unconditionally obligated to immediately reimburse the Issuing Bank for any amounts paid by the Issuing Bank upon any drawing under any Letter of Credit, without presentment, demand, protest or other formalities of any kind (each such reimbursement obligation, herein a “ Reimbursement Obligation ”).  The Issuing Bank will pay to each Bank such Bank’s Pro Rata Share of all amounts received from or on behalf of Borrower for application in payment, in whole or in part, of the Reimbursement Obligation in respect of any Letter of Credit, but only to the extent such Bank has made payment to the Issuing Bank in respect of such Letter of Credit pursuant to Subsection (c) above.  Outstanding Reimbursement Obligations shall bear interest at the rate per annum equal to two percent (2.00%) above the sum of the Base Rate plus the Base Rate Margin but in no event to exceed the Highest Lawful Rate, and such interest shall be payable on demand.

(e)   The Reimbursement Obligations of Borrower under this Agreement and the other Loan Papers shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement and the other Loan Papers under all circumstances whatsoever, including, without limitation, the following circumstances:

(i)   Any lack of validity or enforceability of any Letter of Credit or any other Loan Papers;

(ii)   Any amendment or waiver of or any consent to departure from any Loan Papers;

(iii)   The existence of any claim, setoff, counterclaim, defense or other right which Borrower or any other Person may have at any time against any beneficiary of any Letter of Credit, Administrative Agent, the Issuing Bank, the Banks or any other Person, whether in connection with this Agreement or any other Loan Papers or any unrelated transaction;

(iv)   Any statement, draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(v)   Payment by the Issuing Bank under any Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, provided , that such payment shall not have constituted gross negligence or willful misconduct of the Issuing Bank; and

(vi)   Any other circumstance whatsoever, whether or not similar to any of the foregoing, provided that such other circumstance or event shall not have been the result of the gross negligence or willful misconduct of the Issuing Bank.

(f)   Borrower assumes all risks of the acts or omissions of any beneficiary of any Letter of Credit with respect to its use of such Letter of Credit.  Neither Administrative Agent, the Issuing Bank, the Banks nor any of their respective officers or directors shall have any responsibility or liability to Borrower or any other Person for: (a) the failure of any draft to bear any reference or adequate reference to any Letter of Credit, or the failure of any documents to accompany any draft at negotiation, or the failure of any Person to surrender or to take up any Letter of Credit or to send documents apart from drafts as required by the terms of any Letter of Credit, or the failure of any Person to note the amount of any instrument on any Letter of Credit, (b) errors, omissions, interruptions or delays in transmission or delivery of any messages, (c) the validity, sufficiency or genuineness of any draft or other document, or any endorsement(s) thereon, even if any such draft, document or endorsement should in fact prove to be in any and all respects invalid, insufficient, fraudulent or forged or any statement therein is untrue or inaccurate in any respect, (d) the payment by the Issuing Bank to the beneficiary of any Letter of Credit against presentation of any draft or other document that does not comply with the terms of the Letter of Credit, or (e) any other circumstance whatsoever in making or failing to make any payment under a Letter of Credit; provided , however , that, notwithstanding the foregoing, Borrower shall have a claim against the Issuing Bank, and the Issuing Bank shall be liable to Borrower, to the extent of any direct, but not indirect or consequential, damages suffered by Borrower which Borrower proves in a final nonappealable judgment were caused by (i) the Issuing Bank’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit complied with the terms thereof or (ii) the Issuing Bank’s willful failure to pay under any Letter of Credit after presentation to it of documents strictly complying with the terms and conditions of such Letter of Credit.  The Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

(g)   The Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank.  The Administrative Agent shall notify the Banks of any such replacement of the Issuing Bank.  At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.11(c) .  From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter, and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor and all previous Issuing Banks, as the context shall require.  After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of all Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

Section 2.15   Method of Payment

.  All payments of principal, interest, fees and other amounts to be made by Borrower, Parent or any Subsidiary under this Agreement or any other Loan Paper shall be made via wire transfer of funds to Administrative Agent for the account of each Bank’s Applicable Lending Office in Dollars and in immediately available funds, without setoff, deduction or counterclaim, not later than 12:00 noon (Dallas, Texas time) on the date on which such payment shall become due (each such payment made after such time on such due date to be deemed to have been made on the next succeeding Business Day).  Borrower or such other Person shall, at the time of making each such payment, specify to Administrative Agent the sums payable by such Person under this Agreement or the other Loan Document to which each such payment is to be applied (and in the event that such Person fails to so specify, or if an Default has occurred and is continuing or if a Potential Default would exist after the making of such payment, Administrative Agent may apply such payment to such Person’s Loans, Reimbursement Obligations and other Obligations in such order and manner as Administrative Agent may elect, subject to Section 2.16) .  Upon the occurrence and during the continuation of a Default, all proceeds of any Collateral and all other funds of Borrower, Parent or any Subsidiary in the possession of Administrative Agent or any Bank may be applied by Administrative Agent to the Obligations in such order and manner as Administrative Agent may elect, subject to the provisions of Section 2.16 .  Notwithstanding the foregoing, if a Default has occurred and is continuing, Administrative Agent and the Banks agree among themselves that all such payments, proceeds and funds, shall be applied (or, in the case of Letter of Credit Liabilities consisting of the undrawn face amount of Letters of Credit, held by Administrative Agent as cash collateral for application against) pro rata to the Outstanding Revolving Credit.  Each payment received by Administrative Agent under this Agreement or any other Loan Paper for the account of the Bank shall be paid promptly to such Bank, in immediately available funds, for the account of such Bank’s Applicable Lending Office.  Whenever any payment under this Agreement or any other Loan Paper shall be stated to be due on a day that is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest and commitment fee, as the case may be.

Section 2.16   Pro Rata Treatment

.  Except to the extent otherwise provided in this Agreement: (a) each Loan shall be made by the Banks under Section 2.1 , each payment of commitment fees under Section 2.11 shall be made for the account of the Banks, and each termination or reduction of the Commitments under Section 2.13 shall be applied to the appropriate Commitments of the applicable Banks, pro rata according to the respective unused Commitments; (b) the making of Loans shall be made pro rata among the Banks according to the amounts of their respective Commitments; (c) each payment and prepayment by Borrower of principal of or interest on Loans shall be made to Administrative Agent for the account of the Banks pro rata in accordance with the respective unpaid principal amounts of such Loans held by such Banks; and (d) the Banks (other than the Issuing Bank) shall purchase participations in the Letters of Credit pro rata in accordance with their respective Pro Rata Share.

Section 2.17   Sharing of Payments, Etc.

  If a Bank shall obtain payment of any principal of or interest on any of the Obligations due to such Bank hereunder through the exercise of any right of setoff, banker’s lien, counterclaim or similar right, or otherwise, it shall promptly purchase from the other Banks participations in the Obligations held by the other Banks in such amounts, and make such adjustments from time to time, as shall be equitable to the end that all Banks shall share pro rata in accordance with the unpaid principal and interest on the Obligations then due to each of them.  To such end, all Banks shall make appropriate adjustments among themselves (by the resale of participations sold or otherwise) if all or any portion of such excess payment is thereafter rescinded or must otherwise be restored.  Each of Borrower, Parent and the Subsidiaries agrees, to the fullest extent it may effectively do so under applicable Law, that any Bank so purchasing a participation in the Obligations by the other Banks may exercise all rights of setoff, banker’s lien, counterclaim or similar rights with respect to such participation as fully as if such Bank were a direct holder of Obligations in the amount of such participation.  Nothing contained herein shall require any Bank to exercise any such right or shall affect the right of any Bank to exercise, and retain the benefits of exercising, any such right with respect to any other indebtedness, liability or obligation of Borrower, Parent or any of the Subsidiaries.

Section 2.18   Non-Receipt of Funds by Administrative Agent

.  Unless Administrative Agent shall have been notified by a Bank or Borrower (“ Payor ”) prior to the date on which such Bank is to make payment to Administrative Agent of the proceeds of a Loan to be made by it hereunder or Borrower is to make a payment to Administrative Agent for the account of one or more of Banks, as the case may be (such payment being herein called the “ Required Payment ”), which notice shall be effective upon receipt, that Payor does not intend to make the Required Payment to Administrative Agent, Administrative Agent may assume that the Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make the amount thereof available to the intended recipient on such date and, if Payor has not in fact made the Required Payment to Administrative Agent, the recipient of such payment shall, on demand, pay to Administrative Agent the amount made available to it together with interest thereon in respect of the period commencing on the date such amount was so made available by Administrative Agent until the date Administrative Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such period.

Section 2.19   Withholding Taxes.

(a)   All payments by Borrower of principal of and interest on the Loans and the Letter of Credit Liabilities and of all fees and other amounts payable under the Loan Papers shall be made free and clear of, and without deduction by reason of, any present or future taxes, levies, duties, imposts, assessments or other charges levied or imposed by any Tribunal (other than any taxes imposed on the taxable income of Administrative Agent or any Bank or any lending office of Administrative Agent or such Bank by any jurisdiction in which Administrative Agent or such Bank or any such lending office is located).  If any such taxes, levies, duties, imposts, assessments or other charges are so levied or imposed, upon Borrower receiving written notice of the detailed calculation of same  Borrower will (i) make additional payments in such amounts so that every net payment of principal of and interest on the Loans and the Letter of Credit Liabilities and of all other amounts payable by it under the Loan Papers, after withholding or deduction for or on account of any such present or future taxes, levies, duties, imposts, assessments or other charges (including any tax imposed on or measured by taxable income of a Bank attributable to payments made to or on behalf of a Bank pursuant to this Section 2.19 and any penalties or interest attributable to such payments), will not be less than the amount provided for herein or therein absent such withholding or deduction ( provided that Borrower shall not have any obligation to pay such additional amounts to any Bank to the extent that such taxes, levies, duties, imposts, assessments or other charges are levied or imposed by reason of the failure of such Bank to comply with the provisions of Section 2.20 ), (ii) make such withholding or deduction, and (iii) remit the full amount deducted or withheld to the relevant Tribunal in accordance with applicable Law.  Without limiting the generality of the foregoing, Borrower will, upon written request of any Bank, reimburse each such Bank for the amount of (A) such taxes, levies, duties, imports, assessments or other charges so levied or imposed by any Tribunal and paid by such Bank as a result of payments made by Borrower under or with respect to the Loans, other than such taxes, levies, duties, imports, assessments and other charges previously withheld or deducted by Borrower which have previously resulted in the payment of the required additional amount to Bank, and (B) such taxes, levies, duties, assessments and other charges so levied or imposed with respect to any Bank reimbursement under the foregoing clause (A) , so that the net amount received by such Bank (net of payments made under or with respect to the Loans and the Letter of Credit Liabilities) after such reimbursement will not be less than the net amount such Bank would have received if such taxes, levies, duties, assessments and other charges on such reimbursement had not been levied or imposed.  Borrower shall furnish promptly to Administrative Agent for distribution to each affected Bank, upon request of each such Bank, official receipts evidencing any such payment, withholding or reduction.

(b)   Upon Borrower receiving written notice of the charging of same (including a detailed calculation of same), Borrower will indemnify Administrative Agent and each Bank (without duplication) against, and reimburse Administrative Agent and each Bank for, all present and future taxes, levies, duties, imposts, assessments or other charges (including interest and penalties) levied or collected (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, any taxes imposed on the overall taxable income of Administrative Agent or such Bank or any lending office of Administrative Agent or such Bank by any jurisdiction in which Administrative Agent or such Bank or any such lending office is located, on or in respect of this Agreement, any of the Loan Papers or the Obligations or any portion thereof (“ reimbursable taxes ”).  Any such indemnification shall be on an after-tax basis, taking into account any such reimbursable taxes imposed on the amounts paid as indemnity.

(c)   If and to the extent actually known by such Bank, each Bank will use reasonable efforts to notify Borrower and Administrative Agent, in a reasonably prompt fashion after such assignment is made, of any assignment of the Commitment or the Loans by such Bank to an Eligible Assignee which is subject to a withholding tax that will impose any payment obligation upon Borrower pursuant to this Section 2.19 .  Each Bank will use reasonable efforts to notify Borrower and Administrative Agent of any amounts to be paid by Borrower pursuant to this Section 2.19 in a reasonably prompt fashion after such Bank becomes aware of the circumstances which require the payment of such amounts by Borrower.

Section 2.20   Withholding Tax Exemption

.  Each Bank that is not incorporated or otherwise formed under the Laws of the U.S.  or a state thereof agrees that it will, prior to or on or about the Closing Date or the date upon which it becomes a party to this Agreement, deliver to Borrower and Administrative Agent two duly completed copies of U.S.  Internal Revenue Service Form 1001, 4224 or W-8, as appropriate, certifying in any case that such Bank is entitled to receive payments from Borrower under any Loan Paper without deduction or withholding of any U.S.  federal income taxes.  Each Bank which so delivers a Form 1001, 4224 or W-8 further undertakes to deliver to Borrower and Administrative Agent two additional copies of such form (or a successor form) on or before the date such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Borrower or Administrative Agent, in each case certifying that such Bank is entitled to receive payments from Borrower under any Loan Paper without deduction or withholding of any U.S.  federal income taxes, unless an event (including without limitation any change in treaty, Law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Bank from duly completing and delivering any such form with respect to it and such Bank advises Borrower and Administrative Agent that it is not capable of receiving such payments without any deduction or withholding of U.S.  federal income tax.

Section 2.21   Reinstatement of Obligations

.  Notwithstanding anything to the contrary contained in this Agreement or any other Loan Paper, if the payment of any amount of principal of or interest with respect to the Loans, the Reimbursement Obligations or any other amount of the Obligations, or any portion thereof, is rescinded, voided or must otherwise be refunded by Administrative Agent, any Bank or Issuing Bank upon the insolvency, bankruptcy or reorganization of Borrower or any of the Subsidiaries or otherwise for any reason whatsoever, then each of (a) the Obligations, (b) the Loan Papers (including, without limitation, this Agreement, the Notes, the Guaranty Agreements and the Security Agreement), (c) the indebtedness, liabilities and obligations of Borrower, Parent and the Subsidiaries under the Loan Papers, and (d) all Liens for the benefit of Administrative Agent and the Banks created under or evidenced by the Loan Papers, will be automatically reinstated and become automatically effective and in full force and effect, all to the extent that and as though such payment so rescinded, voided or otherwise refunded had never been made.

Section 2.22   Capital Adequacy

.  If, after the Closing Date, any Bank shall have determined that the adoption or implementation of any applicable Law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any central bank or other Tribunal charged with the interpretation or administration thereof, or compliance by such Bank (or its parent) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any central bank or other Tribunal, has or would have the effect of reducing the rate of return on such Bank’s (or its parent’s) capital as a consequence of its obligations hereunder or the transactions contemplated hereby to a level below that which such Bank (or its parent) could have achieved but for such adoption, implementation, change or compliance (taking into consideration such Bank’s policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within ten Business Days after demand by such Bank (with a copy to Administrative Agent), Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its parent) for such reduction.  A certificate of such Bank claiming compensation under this Section 2.22 , and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error, provided that the determination thereof is made on a reasonable basis.  In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods.

Section 3.1   Conditions Precedent to Initial Loans and Letters of Credit

.  The obligation of the Banks to make the initial Loans and to issue the initial Letter of Credit shall be subject to the fulfillment of the following conditions precedent on or before the Closing Date in a manner satisfactory to the Banks:

(a)   Each Bank shall have received the following:

(i)   A copy of resolutions approving this Agreement and authorizing the transactions contemplated in this Agreement and the other Loan Papers, duly adopted by the Board of Directors of each of the Companies, accompanied by a certificate of the Secretary or Assistant Secretary of the respective Company, dated the date hereof, that such copy is a true and correct copy of resolutions duly adopted at a meeting (which may be held if permitted by applicable Law and, if required by such Law, by the bylaws of the respective Company, by conference telephone or similar communications equipment by means of which all persons participating in a meeting can hear each other) of, or by the unanimous written consent of (if permitted by applicable Law and, if required by such Law, by the bylaws of the respective Company), the Board of Directors of the respective Company, and that such resolutions have not been amended, modified, repealed, or revoked in any respect, and are in full force and effect as of the date hereof:

(ii)   A certificate of incumbency of all officers of Borrower and each Company who will be authorized to execute or attest this Agreement or any document delivered pursuant hereto on behalf of Borrower or such Company, dated the date hereof; executed by the Secretary or Assistant Secretary of Borrower or such Company.

(iii)   The articles of incorporation of Borrower and each Company certified by the Secretary of State of the state of its incorporation and dated a current date.

(iv)   The bylaws of Borrower and each Company certified by its Secretary or Assistant Secretary.

(v)   Certificates of the appropriate government officials of the state of incorporation of Borrower and each Company as to its existence and, to the extent applicable, good standing and certificates of the appropriate government officials of each state in which Borrower and each Company is required to qualify to do business and where failure to so qualify could reasonably be expected to have a Material Adverse Effect, as to such Person’s qualification to do business and good standing in such state, all dated a current date.

(vi)   Its Revolving Credit Note duly executed by Borrower.

(vii)   A Guaranty Agreement (or ratification thereof, if applicable), in form and substance satisfactory to the Required Banks, appropriately executed and delivered by each of the Companies other than Borrower.

(viii)   The fees due on the Closing Date in accordance with this Agreement.

(ix)   A payoff letter from Bank of America, N.A. with respect to the payment in full of its loans under the Existing Credit Documents and the termination of its commitment thereunder.

(x)   Such other documents as Administrative Agent or any Bank may reasonably request.

(b)   The representations and warranties contained in Article IV of this Agreement shall be true and correct in all material respects on and as of such date with the same effect as if made on and as of such date.

(c)   No Default or Potential Default, shall be in existence on such date or after giving effect to such initial Loans or Letter of Credit.

(d)   All corporate and legal proceedings and all documents required to be completed and executed by the provisions of, and all instruments to be executed in connection with the transactions contemplated by this Agreement and any related agreements shall be satisfactory in form and substance to Administrative Agent and the Required Banks, and Administrative Agent and the Banks shall have received all information and copies of all documents, including records of corporate proceedings, required by this Agreement and any related agreements to be executed or which Administrative Agent or any Bank may reasonably have requested in connection therewith, such documents, where appropri