Exhibit 10.3

AMENDMENT AND CONSENT NO. 5 TO REVOLVING CREDIT AGREEMENT

AMENDMENT AND CONSENT NO. 5 (this “ Amendment and Consent ”), dated as of May 8, 2008, among FH PARTNERS LLC, a Texas limited liability company (the “ Borrower ”), the financial institutions which are parties to the Agreement hereinafter referred to (each a “ Lender ” and collectively, the “ Lenders ”), and BANK OF SCOTLAND, as agent for the Lenders (in such capacity, the “ Agent ”) under the Revolving Credit Agreement, dated as of August 26, 2005, among the Borrower, the Lenders and the Agent ( as heretofore amended or otherwise modified, the “ Agreement ”).

W I T N E S S E T H :

WHEREAS, the Borrower has requested (i) that the Lenders amend the Agreement to delete Section 8A(a)(ii) thereof and (ii) that the Lenders consent to waive compliance with the requirements of such Section for the fiscal quarter ended March 31, 2008 ; and

WHEREAS, the Lenders are willing to consent to the foregoing on and subject to the terms hereof;

NOW, THEREFORE, it is agreed:

1.  Definitions .  All terms used herein which are defined in the Agreement (including, to the extent any such terms are to be added or amended by this Amendment and Consent, as if such terms were already added or amended by this Amendment and Consent, unless the context shall otherwise indicate) shall have the same meanings when used herein unless otherwise defined herein.  All references to Sections in this Amendment and Consent shall be deemed references to Sections in the Agreement unless otherwise specified.

2.  Effect of Amendment .  As used in the Agreement (including all Exhibits thereto), the Notes and the other Loan Documents and all other instruments and documents executed in connection with any of the foregoing, on and subsequent to the Amendment Closing Date (as hereinafter defined), any reference to the Agreement shall mean the Agreement as amended hereby.

3.  Representations .  In order to induce the Agent and the Lenders to execute this Amendment and Consent, the Borrower hereby represents, warrants and covenants to the Agent and the Lenders as of the date hereof and (if different) as of the Amendment Closing Date (which representations, warranties and covenants shall survive the execution, delivery and effectiveness of this Amendment and Consent) as follows:

(a)           No Default or Event of Default exists.

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(b)           Each representation and warranty made by Borrower and each other Loan Party in the Loan Documents is true and correct.

(c)           The execution and delivery of this Amendment and Consent by the Borrower and the consummation of the transactions contemplated herein have been duly authorized by all necessary corporate action.

(d)           This Amendment and Consent is the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(e)           No Material Adverse Change has occurred since June 30, 2007.

4.  Requests .  Borrower hereby requests that the Lenders (a) waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8A(a)(ii) of the Agreement and (b) agree to an amendment of the Agreement to remove Section 8A(a)(ii) therefrom.

5.  Consent to Waiver .  In reliance upon the representations, warranties and agreements set forth herein, the Agent and the Lenders hereby consent to waive any Event of Default resulting from the failure of the Borrower to comply with the terms of Section 8A(a)(ii) of the Agreement for the fiscal quarter ended March 31, 2008.

6.  Amendment .  In reliance upon the representations, warranties and agreements set forth herein, as of the date hereof, the Agreement is hereby amended by amending and restating in its entirety Section 8A(a)(ii) thereof to read as follows:

                                “(ii) [Intentionally deleted];”

7.  Effectiveness .  This Amendment and Consent shall become effective when each of the following conditions have been fulfilled to the satisfaction of the Agent (or waived by the Agent).

(a)           Signed Copies .  The Borrower, the Lenders and the Agent shall have executed a copy hereof and delivered the same to the Agent at 565 Fifth Avenue, New Yor