Common use of Representations and Warranties of Borrower Clause in Contracts

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that, as of the date hereof: (a) The representations Borrower has the right and warranties contained power and is duly authorized to enter into this Amendment and all other agreements executed in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereofconnection herewith; (b) Borrower is duly authorized After giving effect to execute and deliver this Amendment and the other Amendment Documents Amendment, no Event of Default or an event or condition which upon notice, lapse of time or both will constitute an Event of Default has occurred and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correctcontinuing; (c) The execution execution, delivery and delivery performance by Borrower of this Amendment and the other Amendment Documents, the performance agreements to which Borrower is a party (i) have been duly authorized by Borrower of all necessary action on its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby part; (ii) do not and will not conflict with any provision not, by the lapse of lawtime, statutegiving of notice or otherwise, rule violate the provisions of the terms of its Certificate of Incorporation or regulation or the bylaws or partnership agreement of BorrowerBy-Laws, or of any material mortgage, indenture, security agreement, judgmentcontract, license, order undertaking or permit applicable other agreement to or binding upon Borrowerwhich Borrower is a party, or which purports to be binding on Borrower or any of its properties; (iii) do not and will not, by lapse of time, the giving of notice or otherwise, contravene any governmental restriction to which Borrower or any of its properties may be subject; and (iv) do not and will not, except as contemplated in the Loan Agreement, result in the creation imposition of any lien, charge charge, security interest or encumbrance upon any assets or properties of Borrower. Except for those ’s properties under any indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which have been duly obtained, no Borrower is a party or which purports to be binding on Borrower or any of its properties; (d) No consent, approvallicense, authorization registration or order approval of any court governmental authority, bureau or governmental authority or third party agency is required in connection with the execution and delivery by Borrower execution, delivery, performance, validity or enforceability of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and therebyagreements executed by Borrower in connection herewith; (de) When duly executed and delivered, each of this This Amendment and the other Amendment Documents will be a legal agreements executed by Borrower in connection herewith have been duly executed and binding instrument delivered by Borrower and agreement of Borrower, are enforceable against Borrower in accordance with its their terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (ef) No All information, reports and other papers and data heretofore furnished to Agent by Borrower in connection with this Amendment, the Loan Agreement and Other Agreements are accurate and correct in all material adverse change respects and complete insofar as may be necessary to give Agent true and accurate knowledge of the subject matter thereof. Borrower has occurred in disclosed to Agent every fact of which it is aware which would reasonably be expected to materially and adversely affect the business, operations or financial condition or businesses or in the consolidated financial condition or businesses of Borrower since or the date ability of Borrower to perform its obligations under this Amendment, the Loan Agreement or under any of the most recently delivered financial statementsOther Agreements. None of the information furnished to Agent by or on behalf of Borrower contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained herein or therein not materially misleading.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank thatas follows: (a) The representations Borrower is a limited liability company organized, validly existing and warranties contained in Section 3 good standing under the laws of the Original Credit Agreement are true jurisdiction indicated at the beginning of this Amendment and correct at and as of all other jurisdictions in which the time of the effectiveness hereoffailure to be so qualified reasonably could be expected to constitute a Material Adverse Change; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effectexecution, delivery, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery performance by Borrower of this Amendment and the other Amendment DocumentsLoan Documents to which it is a party, the performance as amended hereby, are within Borrower’s limited liability company powers, have been duly authorized by Borrower of its obligations hereunder all necessary limited liability company action and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with (i) violate any provision of lawfederal, statutestate, rule or local law or regulation or applicable to Borrower, the bylaws or partnership agreement Governing Documents of Borrower, or of any material agreementorder, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order decree of any court or governmental authority other Governmental Authority binding on Borrower, (ii) conflict with, result in a breach of, or third party is required constitute (with due notice or lapse of time or both) a default under any material contractual obligation of Borrower, (iii) result in connection with or require the execution creation or imposition of any Lien of any nature whatsoever upon any properties or assets of Borrower, other than Permitted Liens, or (iv) require any approval of Borrower’s members or any approval or consent of any Person under any material contractual obligation of Borrower; (c) The execution, delivery, and delivery performance by Borrower of this Amendment and the Loan Documents to which it is a party, as amended hereby, do not and will not require any registration with, consent, or approval of, or notice to, or other Amendment Documents action with or to consummate the transactions contemplated hereby and therebyby, any Governmental Authority or other Person; (d) When duly This Amendment and each other Loan Document to which Borrower is a party, and all other documents contemplated hereby and thereby, when executed and delivered, each of this Amendment and the other Amendment Documents delivered by Borrower will be a legal the legally valid and binding instrument and agreement obligations of Borrower, enforceable against Borrower in accordance with its their respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency and insolvency, reorganization, moratorium, or similar laws applying relating to or limiting creditors' rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition Default or businesses or in the consolidated financial condition or businesses Event of Borrower since the date of the most recently delivered financial statementsDefault exists.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent such representations or warranties relate to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date or as otherwise disclosed to the Bank in writing. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank US Agent and Lenders to enter into this Amendment, US Borrower represents and warrants to Bank US Agent that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. US Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of this Amendment and the other Amendment Documents and to authorize the consummation of the transactions contemplated hereby and the performance of its obligations hereunder. US Borrower is duly authorized to borrow funds under the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original US Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Agreement. (c) The execution and delivery by US Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by US Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby herein do not and will not (a) conflict with any provision of law(i) any Law, statute, rule or regulation or (ii) the bylaws or partnership agreement organizational documents of US Borrower, or of (iii) any material agreement, judgment, license, order or permit applicable to or binding upon US Borrower, or (b) result in the acceleration of any Indebtedness owed by US Borrower, or (c) result in or require the creation of any lien, charge or encumbrance Lien upon any assets or properties of US Borrower, except as expressly contemplated or permitted in the Loan Documents. Except for those which have been duly obtained, as expressly contemplated in the Loan Documents no consent, approval, authorization or order of of, and no notice to or filing with any court or governmental authority Tribunal or third party is required in connection with the execution and execution, delivery or performance by US Borrower of this Amendment and the other Amendment Documents or to consummate the any transactions contemplated hereby and thereby;herein. (d) When duly executed and deliveredThis Amendment is a legal, each of this Amendment and the other Amendment Documents will be a legal valid and binding instrument and agreement obligation of US Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and or similar laws applying Laws of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying general application relating to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses enforcement of Borrower since the date of the most recently delivered financial statementscreditor's rights.

Representations and Warranties of Borrower. In order As a material inducement to induce Bank to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Bank that: (a) The Bank, and such representations and warranties contained in Section 3 of shall survive and shall be deemed to be continuing representations and warranties so long as any Obligations remain outstanding, as follows: 2.1 Borrower has been duly incorporated and has the Original Credit power and authority to own its properties and assets and to conduct its business and to enter into and perform this Agreement are true and correct at the Loan and as of Security Documents executed by it and to incur the time of the effectiveness hereof; (b) Obligations; Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents in good standing where organized and is qualified and will continue in good standing as a foreign corporation in those jurisdictions where the conduct of its business or the ownership of its properties requires qualification; except where the failure to be duly authorized qualify would not have a material adverse affect on Borrower. 2.2 Borrower is not in default in any material respect under any agreement to borrow and to perform its obligations under the Credit Agreementwhich it is a party or by which it is bound. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery performance of this Agreement and those Loan and Security Documents to be executed and performed by Borrower will not violate any law or the terms of this Amendment Borrower's incorporation documents or by-laws, nor violate or result in a material default or acceleration of any of Borrower's obligations or in the creation or imposition of any lien or encumbrance upon any material portion of Borrower's assets (immediately, with the passage of time, or with the giving of notice and the passage of time) other Amendment than the liens created by the Loan and Security Documents. 2.3 This Agreement, the Loan and Security Documents, the performance and all other agreements, documents or instruments to be delivered by Borrower of its obligations in connection with the transactions contemplated hereunder have each been duly authorized, executed and thereunder delivered and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which thereby have been duly obtainedauthorized. This Agreement, the Loan and Security Documents and such other agreements, documents or instruments constitute Borrower's valid and legally binding obligations and are enforceable against Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the rights of creditors generally. 2.4 There is no consentclaim, approvalloss contingency, authorization litigation or order proceeding pending or, to the best of Borrower's knowledge, threatened against or otherwise affecting Borrower which involves the possibility of any court judgment or liability not fully covered by insurance or which may result in a material adverse change in Borrower's condition, financial or otherwise. 2.5 Borrower owns or leases all property, tangible and intangible, including without limitation, customer lists, patents, trademarks and trade names, necessary to conduct the business in which it is engaged in the manner in which that business has been conducted, and its properties are free and clear of all security interests, encumbrances or liens except as permitted by Section 5.5 hereto, and it will defend its properties against all claims and demands of all persons (other than Bank and the parties named in Section 5.5 hereto, with respect to the liens described therein, if any) at any time claiming an interest therein. 2.6 Borrower's financial statements furnished to Bank are materially complete and accurate presentations of its financial condition as of the respective dates thereof, and have been prepared in accordance with GAAP consistently applied; and, since the respective dates of the financial statements there has been no material adverse change in Borrower's financial condition and there has been no transaction affecting Borrower other than in the ordinary course of business. 2.7 Borrower has filed all federal, state and local tax returns and other reports required to be filed and has paid or made adequate provision for payment of all taxes, assessments and other governmental authority charges. 2.8 No representation, warranty or third party is required in connection with the execution and delivery statement by Borrower contained herein or in any certificate or other document furnished or to be furnished pursuant hereto contains, or at the time of delivery shall contain, any untrue statement of material fact, or omits, or shall omit at the time of delivery, to state a material fact necessary to make it not misleading. 2.9 To the best of Borrower's knowledge, the execution, delivery and performance of this Amendment Agreement and the other Amendment Loan and Security Documents by Borrower will not constitute a fraudulent conveyance under any applicable law. 2.10 Borrower has not used, nor will it use or permit others to use any of the proceeds of the Line of Credit, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 CFR Part 221), or any "margin security" within the meaning of Regulation G (12 CFR Part 207), of the Board of Governors of the Federal Reserve System or to consummate reduce or retire any indebtedness originally incurred to purchase or carry any such margin stock or margin security within the meaning of such Regulations or for any other purpose which might constitute the transactions contemplated hereby a "purpose credit" within the meaning of said Regulations, or cause this Agreement to violate Regulation U, or any other regulation of the Board of Governors of the Federal Reserve System, or the Securities Exchange Act of 1934. 2.11 Borrower has complied in all material respects with all laws, regulations and thereby; (d) When duly executed orders applicable to its business, including those pertaining to federal securities requirements, zoning, environment, health and deliveredsafety, each of this Amendment and the other Amendment Documents present uses of its properties do not violate in any material respect any such laws, regulations and orders. 2.12 Borrower will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in use the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date proceeds of the most recently delivered financial statementsLine of Credit for working capital purposes.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 7 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower and each Guarantor is duly authorized to execute and deliver this each Amendment Document to which it is a party and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower and each Guarantor which is a corporation has duly taken all corporate action necessary to authorize the execution and delivery of this each Amendment and the other Amendment Documents Document to which it is a party and to authorize the performance of the its obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower and each Guarantor of this each Amendment and the other Amendment DocumentsDocument to which it is a party, the performance by Borrower and each Guarantor of its their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws any organizational document of Borrower or partnership agreement of Borrowerany Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower and each Guarantor of this each Amendment and the other Amendment Documents Document to which it is a party or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, the Loan Agreement and each of this Amendment and the other Amendment Documents Document will be a legal and binding instrument and agreement of BorrowerBorrower and each Guarantor, to the extent each is a party thereto, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants warrants, as of the date hereof, to Bank thatSecurity Agent and the Secured Parties as follows: (a) The representations and warranties contained in Section 3 Borrower has not assigned any of its rights under the LLC Agreements, the Assigned Agreements or any of the Original Credit Collateral except as provided in this Agreement are true and correct at and as of the time of the effectiveness hereof;other Financing Documents. (b) Borrower is duly authorized the legal and equitable owner of the Collateral (including the Membership Interest in each Project Company), subject to execute no mortgages, liens, charges, or encumbrances of any kind other than Liens granted pursuant to the Financing Documents and deliver Permitted Liens set forth in clauses (b), (c) and (f) of the definition thereof, and has full power and lawful authority to pledge, assign and grant a security interest in the Collateral hereunder. (c) Borrower has not executed and is not aware of any effective financing statement, security agreement or other instrument similar in effect covering all or any part of the Collateral on file in any recording office or any agreement or instrument granting an interest in the Collateral that is capable of being so recorded, except such as may have been filed pursuant to this Amendment Agreement and the other Amendment Documents Financing Documents, or pursuant to the documents evidencing Permitted Liens. (d) Borrower (i) is a duly formed and validly existing limited liability company in good standing under the laws of Delaware; (ii) is and will continue to be duly authorized to borrow do business in each jurisdiction where the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect; and (iii) has the power and authority to own its property and assets and to transact the business in which it is engaged. (e) Borrower (i) has the power and authority to execute, deliver and perform its obligations under the Credit Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement. Borrower , and to pledge and assign the Collateral; (ii) has duly taken all corporate necessary action necessary to authorize the execution execution, delivery and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement; and (iii) has duly executed and delivered the Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement. The Financing Documents, the Assigned Agreements, the LLC Agreements and this Agreement constitute the legal, valid and binding obligations of Borrower hereunder Borrower, enforceable in accordance with their respective terms, except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting the enforcement of creditors’ rights and thereunder. subject to general equitable principles. (f) The Omnibus Certificate of each Borrower delivered to Bank on LLC Agreements and the Assigned Agreements have not been amended since the date of the Original Credit Agreement remains their execution, except as otherwise disclosed to Security Agent, and are in full force and effect. There exists no default, and or event that with the specimen signatures passage of time, the officers contained in giving of notice or both would become a default by Borrower under the Omnibus Certificate are true and correct;LLC Agreements or the Assigned Agreements. (cg) The execution and delivery by Borrower of this Amendment of, and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder under, this Agreement, and the consummation of the transactions contemplated hereby do not and herein, will not (i) violate any provision of any material agreement to which Borrower is a party or any of its property or assets is bound, including the LLC Agreements and the Assigned Agreements, or (ii) conflict with any provision of material law, statuteorder, rule or regulation or the bylaws or partnership agreement of applicable to Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or any federal or state government, regulatory body or administrative agency, or any other governmental authority body having jurisdiction over Borrower or third party any of its properties. (h) Other than the Financing Documents, there is no existing agreement, option, right or privilege capable of becoming an agreement, option or right pursuant to which Borrower could be required to sell or otherwise dispose of all or a part of the Membership Interest. (i) No consent of any Governmental Authority is required in connection with for the execution transfer of the Membership Interest except as may be required by applicable laws affecting the offering and delivery by Borrower sale of this Amendment securities generally or the regulation of ownership or operation of utility assets under the laws of the State of New York, the FPA, PUHCA and the any other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Federal regulation regarding EWG’s. (dj) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.[Intentionally Omitted]

Representations and Warranties of Borrower. In order The Borrower and each of the Guarantors represent and warrant to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank thateach of the Lenders as follows: (a) The Except as otherwise set forth herein or in the Schedules and Exhibits hereto, the representations and warranties contained in Section 3 of the Original Credit Agreement Borrower and the Guarantors made in the Transaction Documents remain true, complete and accurate in all material respects, and the covenants of the Borrower and the Guarantors are true and correct at and hereby reaffirmed, as of the time of the effectiveness date hereof;. (b) The Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Guarantors have each performed, in all material respects, all obligations to be performed by it to date under the Transaction Documents and is and will continue to be duly authorized to borrow and to perform its obligations under no default or Event of Default exists thereunder or an event that with the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery passage of this Amendment and the other Amendment Documents and to authorize the performance time or giving of the obligations notice or both, would constitute a default or an Event of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Default. (c) The execution Borrower and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation each of the transactions contemplated hereby do not Guarantors is a corporation duly organized, qualified, and will not conflict with any provision existing in good standing under the laws of law, statute, rule or regulation or the bylaws or partnership agreement State of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental Delaware and has full power and authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby hereby. Each of the Borrower and thereby;the Guarantors is duly qualified to do business in all states and other jurisdictions in which the character of the property owned by it or the nature of its activities causes such qualification to be necessary. (d) When duly executed The execution, delivery and delivered, each performance of this Amendment have been duly authorized by all necessary corporate actions of the Borrower and the Guarantors, are within the corporate power of Borrower and are not in contravention of law, the Borrower’s or the Guarantors’ Articles of Incorporation, By-laws or the terms of any other documents, agreements or undertakings to which the Borrower is a party or by which the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity is a prerequisite to the execution, delivery and performance by the Borrower and the Guarantors of this Amendment Documents to ensure the validity or enforceability hereof. (e) This Amendment will be a legal and constitute the legally binding instrument and agreement obligation of Borrower, and each of the Guarantors enforceable in accordance with its terms, except as limited by subject to the effect of applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws applying now existing or hereafter enacted relating to or affecting the enforcement of creditors' ’ rights generally generally, and by as enforceability may be subject to limitations based on general principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred regardless of whether such enforceability is considered a proceeding in the financial condition equity or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsat law).

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2006 fairly presents the consolidated financial position at such date and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order The Borrower and the Guarantor represent and warrant to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank thatthe Lender as follows: (a) The Except as otherwise set forth herein or in the Schedules and Exhibits hereto, the representations and warranties contained in Section 3 of the Original Credit Agreement Borrower and the Guarantor made in the Transaction Documents remain true, complete and accurate in all material respects, and the covenants of the Borrower and the Guarantor are true and correct at and hereby reaffirmed, as of the time of the effectiveness date hereof;. (b) The Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Guarantor has each performed, in all material respects, all obligations to be performed by it to date under the Transaction Documents and is and will continue to be duly authorized to borrow and to perform its obligations under no default or Event of Default exists thereunder or an event that with the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery passage of this Amendment and the other Amendment Documents and to authorize the performance time or giving of the obligations notice or both, would constitute a default or an Event of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Default. (c) The execution and delivery by Each of the Borrower of this Amendment and the other Amendment DocumentsGuarantor is a corporation duly organized, qualified, and existing in good standing under the performance by Borrower of its obligations hereunder and thereunder and the consummation laws of the transactions contemplated hereby do not State of Delaware and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental has full power and authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby hereby. The Borrower and thereby;the Guarantor are each duly qualified to do business in all states and other jurisdictions in which the character of the property owned by it or the nature of its activities causes such qualification to be necessary. (d) When duly executed The execution, delivery and delivered, each performance of this Amendment has been duly authorized by all necessary corporate actions of each of the Borrower and the Guarantor, are within the corporate power of Borrower and the Guarantor and are not in contravention of law, the Borrower’s or the Guarantor’s Articles of Incorporation, By-laws or the terms of any other documents, agreements or undertakings to which the Borrower or the Guarantor is a party or by which the Borrower or the Guarantor is bound. No approval of any person, corporation, governmental body or other entity is a prerequisite to the execution, delivery and performance by the Borrower and the Guarantor of this Amendment Documents to ensure the validity or enforceability hereof. (e) This Amendment will be a legal constitute the legally binding obligation of Borrower and binding instrument and agreement of Borrowerthe Guarantor, enforceable in accordance with its terms, except as limited by subject to the effect of applicable bankruptcy, insolvency insolvency, reorganization, moratorium and other similar laws applying now existing or hereafter enacted relating to or affecting the enforcement of creditors' ’ rights generally generally, and by as enforceability may be subject to limitations based on general principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred regardless of whether such enforceability is considered a proceeding in the financial condition equity or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsat law).

Representations and Warranties of Borrower. In order As a material inducement to induce Bank to enter into this AmendmentLoan Agreement, Borrower represents and warrants to Bank that: (a) The Bank, and such representations and warranties contained in Section 3 of shall survive and shall be deemed to be continuing representations and warranties so long as any Obligations remain outstanding, as follows: 2.1 Borrower has been duly incorporated and has the Original Credit power and authority to own its properties and assets and to conduct its business and to enter into and perform this Agreement are true and correct at the Loan and as of Security Documents executed by it and to incur the time of the effectiveness hereof; (b) Obligations; Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents in good standing where organized and is qualified and will continue in good standing as a foreign corporation in those jurisdictions where the conduct of its business or the ownership of its properties requires qualification; except where the failure to be duly authorized qualify would not have a material adverse affect on Borrower. 2.2 Borrower is not in default in any material respect under any agreement to borrow and to perform its obligations under the Credit Agreementwhich it is a party or by which it is bound. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery performance of this Agreement and those Loan and Security Documents to be executed and performed by B▇▇▇▇▇▇▇ will not violate any law or the terms of Borrower's incorporation documents or by-laws, nor violate or result in a material default or acceleration of any of Borrower's obligations or in the creation or imposition of any lien or encumbrance upon any material portion of Borrower's assets (immediately, with the passage of time, or with the giving of notice and the passage of time) other than the liens created by the Loan and Security Documents. 2.3 This Agreement, the Loan and Security Documents, and all other agreements, documents or instruments to be delivered by Borrower of this Amendment in connection with the transactions contemplated hereunder have each been duly authorized, executed and the other Amendment Documents, the performance by Borrower of its obligations hereunder delivered and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which thereby have been duly obtainedauthorized. This Agreement, the Loan and Security Documents and such other agreements, documents or instruments constitute Borrower's valid and legally binding obligations and are enforceable against Borrower in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting the rights of creditors generally. 2.4 There is no consentclaim, approvalloss contingency, authorization litigation or order proceeding pending or, to the best of B▇▇▇▇▇▇▇'s knowledge, threatened against or otherwise affecting Borrower which involves the possibility of any court judgment or liability not fully covered by insurance or which may result in a material adverse change in Borrower's condition, financial or otherwise. 2.5 Borrower owns or leases all property, tangible and intangible, including without limitation, customer lists, patents, trademarks and trade names, necessary to conduct the business in which it is engaged in the manner in which that business has been conducted, and its properties are free and clear of all security interests, encumbrances or liens except as permitted by Section 5.5 hereto, and it will defend its properties against all claims and demands of all persons (other than Bank and the parties named in Section 5.5 hereto, with respect to the liens described therein, if any) at any time claiming an interest therein. 2.6 B▇▇▇▇▇▇▇'s financial statements furnished to Bank are materially complete and accurate presentations of its financial condition as of the respective dates thereof, and have been prepared in accordance with GAAP consistently applied; and, since the respective dates of the financial statements there has been no material adverse change in Borrower's financial condition and there has been no transaction affecting Borrower other than in the ordinary course of business. 2.7 Borrower has filed all federal, state and local tax returns and other reports required to be filed and has paid or made adequate provision for payment of all taxes, assessments and other governmental authority charges. 2.8 No representation, warranty or third party is required in connection with the execution and delivery statement by Borrower contained herein or in any certificate or other document furnished or to be furnished pursuant hereto contains, or at the time of delivery shall contain, any untrue statement of material fact, or omits, or shall omit at the time of delivery, to state a material fact necessary to make it not misleading. 2.9 To the best of B▇▇▇▇▇▇▇'s knowledge, the execution, delivery and performance of this Amendment Agreement and the other Amendment Loan and Security Documents by Borrower will not constitute a fraudulent conveyance under any applicable law. 2.10 Borrower has not used, nor will it use or permit others to use any of the proceeds of the Line of Credit, directly or indirectly, for the purpose of purchasing or carrying any "margin stock" within the meaning of Regulation U (12 CFR Part 221), or any "margin security" within the meaning of Regulation G (12 CFR Part 207), of the Board of Governors of the Federal Reserve System or to consummate reduce or retire any indebtedness originally incurred to purchase or carry any such margin stock or margin security within the meaning of such Regulations or for any other purpose which might constitute the transactions contemplated hereby a "purpose credit" within the meaning of said Regulations, or cause this Agreement to violate Regulation U, or any other regulation of the Board of Governors of the Federal Reserve System, or the Securities Exchange Act of 1934. 2.11 Borrower has complied in all material respects with all laws, regulations and thereby; (d) When duly executed orders applicable to its business, including those pertaining to federal securities requirements, zoning, environment, health and deliveredsafety, each of this Amendment and the other Amendment Documents present uses of its properties do not violate in any material respect any such laws, regulations and orders. 2.12 Borrower will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in use the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date proceeds of the most recently delivered financial statementsLine of Credit for working capital purposes.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;; provided Bank acknowledges that Borrower has heretofore given written notice to Bank of the matters set forth in Schedule 1 attached hereto. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of the Company dated as of December 31, 2001 and the unaudited quarterly consolidated financial statements of the Company dated as of June 30, 2002 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Related Person that is a party hereto and agreement of Borrower, thereto enforceable against such Related Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 2001, and the unaudited Consolidated financial statements of Borrower dated as of September 30, 2001, fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to To induce Bank Lender to enter into this Amendment, and acknowledging Lender's reliance upon the truth and accuracy thereof, Borrower represents and warrants to Bank thatLender as follows: (a) The representations Borrower has the requisite corporate power and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized corporate authority to execute and deliver enter into this Amendment and the other Amendment Documents documents and is and will continue instruments to be duly authorized to borrow executed in connection herewith, and to perform its obligations under the Credit Agreement. hereunder and thereunder. (b) This Amendment and any other documents and instruments executed and delivered to Lender by Borrower has in connection herewith were duly taken authorized by all requisite corporate action necessary to authorize on the execution part of Borrower and delivery with any requirements of Borrower's articles of incorporation and bylaws, and any amendments thereto, and this Amendment and the any other Amendment Documents documents or instruments executed in connection herewith have been duly executed and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;by Borrower. (c) The execution and delivery by Borrower of this Amendment and any other instruments executed and delivered by Borrower to Lender in connection herewith, and the other Amendment Documents, the full and complete performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and provisions hereof, will not conflict with result in any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrowerbreach of, or of any material agreementconstitute a default under, judgmentor, licenseexcept as contemplated by this Amendment, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any property or assets of Borrower under any indenture, mortgage, deed of trust, bank loan or properties of Borrower. Except for those credit agreement or other material instrument to which have been duly obtained, no consent, approval, authorization Borrower is a party or order of any court or governmental authority or third party by which Borrower is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;bound. (d) When duly executed and deliveredThis Amendment is the legal, each of this Amendment and the other Amendment Documents will be a legal valid and binding instrument and agreement obligation of Borrower, enforceable against Borrower in accordance with its terms, except as that the enforceability hereof may be subject to or limited by bankruptcy, insolvency and insolvency, reorganization, arrangement, moratorium, or other similar laws applying relating to creditors' rights generally or affecting creditors generally, and by general principles of equity applying to creditors' rights generally; andequity. (e) No material adverse change has occurred All of the respective representations and warranties made by the Borrower in any of the financial condition or businesses or in the consolidated financial condition or businesses Loan Documents remain true, complete and correct as of Borrower since the date of the most recently delivered financial statementshereof, unless they expressly relate to an earlier date.

Representations and Warranties of Borrower. In order Borrower makes the representations and warranties set forth below to induce Bank to enter into this Amendmentthe Lender. Except as otherwise noted, Borrower represents makes the representations and warrants to Bank thatwarranties set forth below as of the Closing Date: (a) The representations Borrower is a corporation duly organized, validly existing and warranties contained in Section 3 good standing under the laws of Delaware and is duly qualified as a foreign corporation and, where legally applicable, is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the Original Credit failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and has the power and authority (including any required license, permit or other approval from any Governmental Authority) to own its assets, to carry on its business as currently conducted and to consummate the transactions contemplated in, and to perform its obligations under, this Agreement are true and correct at and as of the time of the effectiveness hereof;other Transaction Documents to which it is party or by which it is bound. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate necessary action necessary to authorize the its execution and delivery of this Amendment Agreement and the other Amendment Transaction Documents and to authorize which it is party, the performance of the its obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit under this Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance Transaction Documents to which it is party or by Borrower of its obligations hereunder and thereunder which it is bound and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (dc) When This Agreement and each other Transaction Document to which Borrower is party has been duly executed and delivereddelivered by Borrower, and each of this Amendment and the other Amendment Documents will be constitutes a legal valid and binding instrument and agreement obligation of Borrower, enforceable against Borrower in accordance with its terms, except as limited by subject to applicable bankruptcy, insolvency insolvency, moratorium and similar laws applying affecting creditors’ rights generally, and subject to creditors' rights generally and by general principles of equity applying (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) No authorization or action of any kind by any Governmental Authority is necessary to creditors' rights generally; andauthorize the transactions contemplated by this Agreement and each other Transaction Document or required for the validity or enforceability against Borrower of this Agreement and each other Transaction Document, except any filings with a Governmental Authority required to perfect the Lender’s security interest under the Security Agreement and any filings with the United States Securities and Exchange Commission (“SEC”). (e) No consent or approval of, or notice to, any Person is required by the terms of any agreement, contract, lease, commitment, license and other arrangement (each a “Contract”) for the execution or delivery of, or the performance of the obligations of Borrower under, this Agreement and the other Transaction Documents to which Borrower is party or the consummation of the transactions contemplated hereby or thereby, and such execution, delivery, performance and consummation will not result in any breach or violation of, or constitute a default under Borrower Documents or any material Contract, instrument or Law applicable to Borrower, any of its Subsidiaries or any of its assets. (f) There are no actions, proceedings or claims pending or, to the actual knowledge of Borrower, threatened the adverse change determination of which could reasonably be expected to have a Material Adverse Effect. (g) No Default or Event of Default has occurred and is continuing, and no such event will occur upon the making of the Loan. (h) [Intentionally Omitted] (i) With respect to each Contract that is material to the conduct of the LFRP, (i) each such Contract is a valid and binding agreement and each such Contract is in full force and effect, and (ii) Borrower and/or any of its Subsidiaries is in compliance with each such Contract and has no actual knowledge of any default under any such Contract which default has not been cured or waived. (j) All written information heretofore, herein or hereafter supplied to the Lender by or on behalf of Borrower in connection with the Loan and the other transactions contemplated hereby has been, is and will be accurate and complete in all material respects. All representations and warranties made by Borrower in any of the other Transaction Documents to which it is party are true and correct in all material respects. (k) The Financial Statements are complete and accurate in all material respects, were prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and present fairly in all material respects, in accordance with applicable requirements of GAAP, the consolidated financial condition position and the consolidated financial results of the operations of Borrower and its Subsidiaries as of the dates and for the periods covered thereby and the consolidated statements of cash flows of Borrower and its Subsidiaries for the periods presented therein. Except as disclosed in Borrower’s SEC filings, there have been no Material Adverse Effects since December 31, 2007. (l) Borrower and its Subsidiaries have no Indebtedness other than (i) identified in the Financial Statements or businesses (ii) incurred by Borrower or its Subsidiaries in the ordinary course of business since December 31, 2007 or (c) otherwise listed and described on Schedule 8.01(l). (m) As of the date hereof and after giving effect to the Loan: (i) The aggregate value of the assets of Borrower, at fair value and present fair salable value, exceeds (i) its total liabilities and (ii) the amount required to pay such liabilities as they become absolute and matured in the normal course of business; (ii) Borrower has the ability to pay its debts and liabilities as they become absolute and matured in the normal course of business; and (iii) Borrower does not have an unreasonably small amount of capital with which to conduct its business. (n) Borrower’s Subsidiaries are set forth on Schedule 8.01(n). (i) Borrower and its Subsidiaries are in compliance with all applicable Laws except where the failure to be in compliance could not, individually or in the consolidated financial condition aggregate, reasonably be expected to have a Material Adverse Effect. No prospective change in any applicable laws, rules, ordinances or businesses regulations has been proposed or adopted which, when made effective, could individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (ii) Borrower possesses all material certificates, authorizations and permits issued or required by the appropriate federal, state, local or foreign regulatory authorities, including any effective investigational new drug application or its equivalent, necessary to conduct the LFRP, including all such certificates, authorizations and permits required by the FDA or any other federal, state, local or foreign agencies or bodies engaged in the regulation of pharmaceuticals or biohazardous substances or materials except where the failure to possess such certificates, authorizations and permits, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. Borrower has not received any notice of proceedings relating to, and to the Knowledge of Borrower since there are no facts or circumstances that could reasonably be expected to lead to, the revocation, suspension, termination or modification of any such certificate, authorization or permit. (iii) To the actual knowledge of Borrower, there has been no indication that the FDA or any other Regulatory Agency has any material concerns with any Product or may not approve any Product, nor has any Product, to the actual knowledge of Borrower, suffered any material adverse events in any clinical trial. (p) Borrower is not an investment company subject to regulation under the Investment Company Act of 1940. (q) Borrower has timely filed all tax returns required to be filed by it and has paid all taxes due reported on such returns or pursuant to any assessment received by Borrower, except for failures to file tax returns or pay taxes that, individually, and in the aggregate, are not reasonably expected to result in a Material Adverse Effect. Any charges, accruals or reserves on the books of Borrower in respect of taxes are adequate except for inadequacies that, individually, and in the aggregate, are not reasonably expected to result in a Material Adverse Effect. Borrower has had no material liability for any taxes imposed on or with respect to its net income (except for state or local income or franchise taxes). Borrower has fulfilled all its obligations with respect to withholding taxes except for failures that, individually, and in the aggregate, are not reasonably expected to result in a Material Adverse Effect. No deduction or withholding for or on account of any tax has been made, or was required under applicable Law to be made, from any payment to Borrower under the License Agreements in effect on the date hereof. (r) Neither Borrower nor any ERISA Affiliate has ever incurred any unsatisfied liability or expects to incur any liability under Title IV or Section 302 of ERISA or Section 412 of the Code or any similar non-U.S. law or maintains or contributes to, or is or has been required to maintain or contribute to, any employee benefit plan (as defined in Section 3(3) of ERISA) subject to Title IV or Section 302 of ERISA or Section 412 of the Code or any non-U.S. law. The consummation of the transactions contemplated by this Agreement will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or substantially similar provisions under any foreign or U.S. federal, state or local laws, rules or regulations. Neither Borrower nor any of its Subsidiaries has incurred any material liability with respect to any obligation to provide benefits, including death or medical benefits, with respect to any person beyond their retirement or the termination of service other than coverage mandated by law. (i) Except as set forth on Schedule 8.01(s)(i), all of the LFRP Intellectual Property owned by Borrower is solely (and not jointly) owned by Borrower and is free and clear of any and all Liens, except those Liens created in favor of Lender pursuant to the Transaction Documents. The Included Receipts and all of the rights of Borrower under the In Licenses and License Agreements and all other rights in and to the LFRP are free and clear of any and all Liens, except those Liens created in favor of Lender pursuant to the Transaction Documents. (ii) Borrower owns, and is the sole holder of, all the Included Receipts. Borrower owns, and is the sole holder of, and/or has and holds a valid, enforceable and subsisting license to, all assets (including LFRP Intellectual Property) that are required to produce or receive any payments from any Contract Party or payor under and pursuant to, and subject to the terms of any License Agreements. Borrower has not transferred, sold, or otherwise disposed of, or agreed to transfer, sell, or otherwise dispose of any portion of its respective rights to receive payment of Royalties. Except as set forth on Schedule 8.01(s)(ii), no Person other than Borrower has any right to receive the payments payable under any License Agreement in existence on the date hereof from and after the Closing Date, other than, in respect of the Included Receipts, Lender. (t) The claims and rights of the Lender created by this Agreement and any other Transaction Document in and to the Collateral is senior to any Indebtedness or other obligation of Borrower, with respect to such Collateral. (u) Borrower’s principal place of business and chief executive office are set forth on Schedule 8.01(u). (i) Borrower has provided Lender all material information in its possession, or otherwise known to it with respect to the LFRP Patents. (ii) Schedule 8.01(v)(ii) sets forth an accurate and complete list of all LFRP Patents (including all LFRP Patents not owned by Borrower). For each item of the LFRP Patents listed on Schedule 8.01(v)(ii), Borrower has indicated (A) the countries in each case in which such item is patented, registered or in which an application for patent or registration is pending, (B) the application numbers, (C) the registration or patent numbers, (D) the scheduled expiration date of the most recently delivered financial statementsissued patents, and (E) the owner of such item of LFRP Patents. (iii) The issued LFRP Patents owned by Borrower are valid, enforceable and subsisting. To the Knowledge of Borrower, each individual associated with the filing and prosecution of the LFRP Patents owned by Borrower, including the named inventors of such LFRP Patents, has complied in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known to be material to the patentability of each of such LFRP Patents, in those jurisdictions where such duties exist. [*****]. (iv) Schedule 8.01(v)(iv) sets forth an accurate and complete list of all LFRP Patents owned by Borrower that have issued with at least one claim covering the Company LFRP Methods and Libraries. (v) Borrower has not sold or otherwise transferred any patents or patent applications that have issued or may issue with at least one claim covering the Company LFRP Methods and Libraries or falling within the scope of the patents licensed under the Patent License Agreements. (vi) There are no unpaid maintenance or renewal fees payable by Borrower to any third party that are currently overdue for any of the LFRP Patents or other LFRP Intellectual Property owned by Borrower. To the Knowledge of Borrower no material applications for LFRP Patents owned by Borrower in whole or in part have lapsed or been abandoned, cancelled or expired. (vii) Borrower has not undertaken and, to the Knowledge of Borrower, no licensee has undertaken or omitted to undertake any acts, and no conduct, circumstances or grounds exist that would void, invalidate or eliminate, in whole or in part, the enforceability of any of the LFRP Intellectual Property. [*****] Except as set forth on Schedule 8.01(v)(vii) and Schedule 8.01(v)(viii), Borrower has not received or otherwise been the beneficiary of any written opinions of counsel with respect to infringement, non-infringement or invalidity of third party intellectual property with respect to the Company LFRP Methods and Libraries that are not the subject of an In License. (viii) Except as set forth on Schedule 8.01(v)(viii), to the Knowledge of Borrower there is, and has been, no pending, decided or settled opposition, interference, reexamination, injunction, claim, lawsuit, proceeding, hearing, investigation, complaint, arbitration, mediation, demand, International Trade Commission investigation, decree, or any other dispute, disagreement, or claim (collectively referred to hereinafter as “Disputes”), nor, to the Knowledge of Borrower, has any such Dispute been threatened, challenging the scope, legality, validity, enforceability or ownership of any LFRP Intellectual Property or which would give rise to a credit against the payments due to Borrower from the applicable License Agreements for the use of the related licensed LFRP Intellectual Property, and no such scheduled Dispute is (or would be if adversely determined) material to the LFRP. (ix) To the Knowledge of Borrower, there are no Disputes by any third party against Borrower, any licensor under an In License or any licensee under a License Agreement relating to the LFRP. Borrower has not received or given, and to the Knowledge of Borrower, no such licensee or licensor has received or given any notice of any such Dispute and, to the Knowledge of Borrower, there exist no circumstances or grounds upon which any such claim could be asserted. Except as set forth on Schedule 8.01(v)(ix), the LFRP Intellectual Property owned by Borrower is not subject to any outstanding injunction, judgment or other decree, ruling, charge, settlement or other disposition of any Dispute. (x) There is no pending or, to the Knowledge of Borrower, threatened action, suit, or proceeding, or any investigation or claim by any Governmental Authority to which Borrower or, to the Knowledge of Borrower, to which any licensee under any License Agreement or any party to a In License is a party (i) that would be the subject

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent such representations or warranties relate to an earlier date in which case such representation or warranty shall be true and correct as of such earlier date and except as otherwise set forth in a written schedule delivered to the Bank concurrently herewith. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' ’ rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No material adverse change has occurred in the The most recent financial condition or businesses or in the consolidated financial condition or businesses statements of Borrower since delivered to Lenders pursuant to Section 6(a) and (b) of the Original Credit Agreement fairly present Borrower’s financial position as of the date of the most recently delivered financial statementsthereof.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce ------------------------------------------ Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan and Security Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan and Security Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2007 fairly presents the consolidated financial position at such date and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such date no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Original Omnibus Certificate of each Borrower delivered to Bank Lender on the date of the Original Credit Agreement remains remain in full force and effect, and the specimen signatures of the officers contained in on the Original Omnibus Certificate Certificates are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank Majority Lenders to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The Company has heretofore made a full disclosure to Majority Lenders of its financial position, including full disclosure (either in writing or orally) of all monetary and covenant defaults to the Loan Agreement and other Loan Documents which exist on the date hereof. Furthermore, the Company hereby represents and warrants that all representations and warranties contained in Section 3 Article III of the Original Credit Loan Agreement are true and correct at and as of the time date hereof, except to the extent that (i) the facts on which such representations and warranties are based have been changed by the extension of credit under the Loan Agreement or (ii) with respect to Section 3.6 of the effectiveness Loan Agreement, the Company has incurred certain trade debt in the ordinary course of its business, which trade debt has been outstanding for periods that may be in excess of regular aging limits, and which trade debt will be paid by the Company within 90 days of the date hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order The Borrower represents, warrants and agrees that; 4.1 Borrower owns all right title and interest in and to induce Bank the Collateral, free of all liens, security interests, encumbrances and claims whatsoever, except for Permitted Liens. 4.2 Borrower has the full power and authority to, and does hereby grant and convey to enter into this Amendmentthe Lender, a perfected security interest in the Collateral as security for the Secured Obligations, free of all liens, security interests, encumbrances and claims, other than Permitted Liens and shall execute such Uniform Commercial Code financing statements in connection herewith as the Lender may reasonably request. Except as set forth herein, no other lien, security interest, adverse claim or encumbrance has been created by Borrower represents or is known by Borrower to exist with respect to any Collateral. 4.3 Borrower is a corporation duly organized, legally existing and warrants to Bank that: (a) The representations and warranties contained in Section 3 good standing under the laws of the Original Credit Agreement are true State of Delaware, and correct at is duly qualified as a foreign corporation in all jurisdictions in which the nature of its business or location of its properties require such qualifications and as where the failure to be qualified would have a Material Adverse Effect. 4.4 Borrower's execution, delivery and performance of the time Note(s), this Agreement, all financing statements, all other Loan Documents required to be delivered or executed in connection herewith, and the Warrant Agreement(s) have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (bindividual or individuals executing the Loan Documents and the Warrant Agreement(s) Borrower is were duly authorized to execute and deliver this Amendment do so; and the other Amendment Loan Documents and is the Warrant Agreement(s) constitute legal, valid and will continue binding obligations of the Borrower, enforceable in accordance with their respective terms, subject to be duly authorized to borrow and to perform its obligations under applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the Credit enforcement of the rights of creditors. 4.5 This Agreement. Borrower has duly taken all corporate action necessary to authorize , the execution and delivery of this Amendment other Loan Documents and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (cWarrant Agreement(s) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with violate any provision provisions of Borrower's [Articles/Certificate of Incorporation], bylaws or any contract, agreement, law, statuteregulation, rule or regulation or the bylaws or partnership agreement of Borrowerorder, or of any material agreementinjunction, judgment, license, order decree or permit applicable writ to or binding upon Borrowerwhich the Borrower is subject, or result in the creation or imposition of any lien, charge security interest or other encumbrance upon the Collateral, other than those created by this Agreement. 4.6 The execution, delivery and performance of this Agreement, the other Loan Documents and the Warrant Agreement(s) do not require the consent or approval of any assets other person or properties entity including, without limitation, any regulatory authority or governmental body of Borrower. Except the United States or any state thereof or any political subdivision of the United States or any state thereof. 4.7 No event which has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 4.8 No fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute a default under the Loan Agreement between Borrower and Senior Creditor. 4.9 Borrower has filed and will file all tax returns, federal, state and local, which it is required to file and has duly paid or fully reserved for those all taxes or installments thereof (including any interest or penalties) as and when due, which have been duly obtained, no consent, approval, authorization or order of may become due pursuant to such returns or pursuant to any court or governmental authority or third party is required in connection with the execution and delivery assessment received by Borrower of this Amendment and for the other Amendment Documents or to consummate three (3) years preceding the transactions contemplated hereby and thereby; Closing Date, if any (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable including any taxes being contested in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally good faith and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsappropriate proceedings).

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this First Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 7 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this First Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this First Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsFirst Amendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this First Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this First Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The It has the power and authority to enter into and to perform this Amendment, to execute and deliver all documents relating to this Amendment, and to incur the obligations provided for in this Amendment, all of which have been duly authorized and approved in accordance with Borrower's organizational documents; (b) This Amendment, together with all documents executed pursuant hereto, shall constitute when executed the valid and legally binding obligations of Borrower in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles; (c) All representations and warranties contained in Section 3 of the Original Credit Agreement and the other Loan Documents are true and correct at with the same effect as though such representations and warranties had been made on and as of the time date hereof (except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties are true and accurate on and as of the effectiveness hereofsuch earlier date)); (bd) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its Borrower's obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary Loan Documents remain valid and enforceable obligations (including without limitation, the continuation and extension of the liens granted thereunder to authorize secure the obligations under the Loan Documents), and the execution and delivery of this Amendment and the other Amendment Documents and documents executed in connection herewith shall not be construed as a novation of the Agreement or any of the other Loan Documents; (e) As of the date hereof, to authorize Borrower's knowledge, it has no offsets or defenses against the performance payment of any of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on under the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correctLoan Documents; (cf) The execution No law, regulation, order, judgment or decree of any Governmental Authority exists, and delivery by Borrower no action, suit, investigation, litigation or proceeding is pending or threatened in any court or before any arbitrator or Governmental Authority, which (i) purports to enjoin, prohibit, restrain or otherwise affect (A) the making of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations financings hereunder and thereunder and or (B) the consummation of the transactions contemplated hereby do not and will not conflict with any provision pursuant to the terms of lawthis Amendment, statutethe Agreement, rule or regulation the Note, or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Loan Documents or (ii) has or would reasonably be expected to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be have a legal and binding instrument and agreement of material adverse effect on Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (eg) No material adverse change Default or Event of Default exists or has occurred in the financial condition or businesses or in the consolidated financial condition or businesses and is continuing on and as of Borrower since the date of the most recently delivered financial statementshereof and after giving effect hereto.

Representations and Warranties of Borrower. In order to induce Bank Majority Lenders to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article III of the Original Credit Loan Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Loan Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order to induce Bank Majority Lenders to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The Company has heretofore made a full disclosure to Majority Lenders of its financial position, including full disclosure (either in writing or orally) of all monetary and covenant defaults to the Loan Agreement and other Loan Documents which exist on the date hereof. Furthermore, the Company hereby represents and warrants that all representations and warranties contained in Section 3 Article III of the Original Credit Loan Agreement are shall be true and correct at and as of April 2, 2001, except to the time extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the effectiveness hereof;Loan Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order to induce Bank Comerica to enter into this Amendment, Borrower represents and warrants to Bank Comerica that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2008 and the unaudited quarterly consolidated financial statements of Borrower dated as of June 30, 2009 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Comerica. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit a. This Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivereddelivered by Borrower and is a legal, each of this Amendment and the other Amendment Documents will be a legal valid and binding instrument and agreement obligation of Borrower, Borrower enforceable against Borrower in accordance with its terms, except as limited enforceability may be affected by bankruptcy, insolvency bankruptcy and similar other laws applying to affecting creditors' rights generally and equitable principles, and performance of this Agreement by principles Borrower does not conflict with or result in a breach of equity applying Borrower's organizational documents or any agreement, law, regulation or order by which Borrower or its property may be bound. b. The issued Intellectual Property Collateral is existing and is valid and enforceable, except to creditors' rights generally; and (e) No the extent that any Intellectual Property Collateral determined to be invalid or unenforceable will not have a material adverse change effect on the Borrower or its business or financial condition. c. Borrower is and will be and remain the sole and exclusive owner of the Intellectual Property Collateral, except for (i) certain patents which are half-owned or licensed as indicated on Exhibit A attached hereto or (ii) subsequently acquired or invented Intellectual Property Collateral which are partly owned or licensed, all of which is and will be free and clear of any liens, charges, encumbrances and exclusive licenses, except those in favor of Secured Party or to which Secured Party has occurred consented in writing, subject to paragraph 6(a) hereinbelow. d. The Intellectual Property Collateral is and will be sufficient for the purpose of producing all goods, performing the services and otherwise carrying on the business of Borrower to which it relates. e. The Intellectual Property Collateral does not infringe any rights owned or possessed by any third party. f. There are no material claims, judgments or settlements to be paid by Borrower or pending claims or litigation relating to the Intellectual Property Collateral, except as disclosed in the financial condition Borrower's quarterly report on Form 10Q for the quarter ending December 31, 1998. g. No effective security agreement, financing statement, equivalent security or businesses lien instrument or continuation statement covering all or any part of the Intellectual Property Collateral is on file or of record in any public office, except such as may have been filed by Borrower in favor of Secured Party. h. When all appropriate filings have been made with the United States Patent and Trademark Office, the United States Copyright Office, and the Secretary of State of the State of California, Secured Party will have a valid and continuing first priority lien on and first priority security interest in the consolidated financial condition or businesses of Borrower since Intellectual Property Collateral in which a security interest may be perfected under the date laws of the most recently delivered financial statementsUnited States or any state thereof and all action necessary to protect and create such security interest in each such item of the Intellectual Property Collateral will have been duly taken.

Representations and Warranties of Borrower. In order to induce Bank Administrative Agent and each Lender to enter into this Amendment, Borrower represents and warrants to Bank Administrative Agent and each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2002 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Related Person that is a party hereto and agreement of Borrower, thereto enforceable against such Related Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 2000, and the unaudited Consolidated financial statements of Borrower dated as of June 30, 2001, fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants as to Bank itself and each Restricted Person, to Lenders that: (a) The Except as otherwise provided herein, all representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at on and as of the time of date hereof (except to the effectiveness hereof;extent that the facts upon which such representations are based have been changed by transactions and events expressly permitted by the Credit Agreement). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The Consolidated financial statements of Consolidated Borrower dated as of October 31, 1999, fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Consolidated Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since October 31, 1999, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Consolidated Borrower. Borrower since has furnished to Agent reasonable good faith estimates of Consolidated Borrower's January 31, 2000, quarter-end financial results and the date projected financial results by quarter for the January 31, 2001, fiscal year of the most recently delivered financial statementsConsolidated Borrower.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank thatBank, which representations and warranties shall survive the execution and delivery hereof, that on and as of the date hereof after giving effect to this Amendment: (a) The representations Borrower has the corporate power and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized authority to execute and deliver this Amendment and the other Amendment Transaction Documents (and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder). The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force execution, delivery and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery performance by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which Transaction Documents have been duly obtainedauthorized by Borrower. This Amendment, no consentthe Transaction Documents and the Loan Agreement (as amended by this Amendment) each constitutes the legal, approvalvalid and binding obligation of Borrower and is enforceable against Borrower in accordance with its terms, authorization subject to bankruptcy, insolvency, reorganization, moratorium or order other similar laws affecting the enforcement of creditor’s rights and remedies generally; (b) The representations and warranties set forth in the Loan Agreement and in the other Loan Documents are true, correct and complete in all material respects on and as of the date hereof; provided, however, that such materiality qualifier is not applicable to any court representations and warranties that already are qualified or governmental authority or third party is required modified by materiality in connection with the execution text thereof (including any Material Adverse Effect qualifier); and provided, further that those representations and warranties expressly referring to a specific date are true, accurate and complete in all material respects as of such date; (c) The execution, delivery and performance by Borrower of this Amendment and the other Amendment Transaction Documents does not (i) conflict with any of Borrower’s Operating Documents, (ii) contravene, conflict with, constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which Borrower or any of its Subsidiaries or any of their property or assets may be bound or affected which would reasonably be expected to consummate result in material liability to Borrower, (iv) require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect), or (v) constitute an event of default under any material agreement by which Borrower is bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the transactions contemplated hereby and thereby;default would reasonably be expected to have a Material Adverse Effect; and (d) When duly executed and deliveredOther than the FCCR Defaults, each no Default or Event of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change Default has occurred in the financial condition or businesses or in the consolidated financial condition or businesses and is continuing as of Borrower since the date of the most recently delivered financial statementshereof or shall occur immediately after giving effect to this Amendment, and no event has occurred that has had or could reasonably be expected to have a Material Adverse Effect.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a1) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof except as such representations and warranties have been modified by the transactions contemplated herein). (b2) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c3) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d4) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable against Borrower in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e5) No The unaudited Consolidated quarterly financial statements of Borrower dated as of March 31, 1999 fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since March 31, 1999, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and each of the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit AgreementLoan Documents. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and each of the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (cb) The execution and delivery by Borrower of this Amendment and each of the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or or, except as provided in the Security Agreement, result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and each of the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (dc) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan and Security Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan and Security Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, this Amendment, the Credit Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Restricted Person that is a party hereto and agreement of Borrower, thereto enforceable against such Restricted Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No material adverse change has occurred in the The audited Consolidated financial condition or businesses or in the consolidated financial condition or businesses statements of Borrower since dated as of December 31, 2001 fairly present the date Consolidated financial position at such dates of Borrower and the most recently Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered financial statementsto Agent. Since December 31, 2001, no Material Adverse Change has occurred.

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2002 and the unaudited monthly Consolidated financial statements of Borrower dated as of August 31, 2003 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to ---------------------------------------------- induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The All representations and warranties contained made by any Related Person in Section 3 of any Loan Document delivered on or before the Original Credit Agreement date hereof are true and correct at on and as of the time date hereof (except to the extent that the facts upon which such representations are based have been changed by the transactions contemplated herein) as if such representations and warranties had been made as of the effectiveness date hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents each Renewal Note and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents each Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documentseach Renewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents each Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of the Company dated as of December 31, 2001 and the unaudited quarterly consolidated financial statements of the Company dated as of September 30, 2002 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents Documents] and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' ’ rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2008 and the unaudited quarterly Consolidated financial statements of Borrower dated as of March 31, 2009 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The Subject to the matters described in Schedule 4.1 attached hereto, the representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. Borrower has paid all Specified Payables (other than the listed payables owing to Marine Drilling and Schlumberger Technology Corporation). (b) Borrower is duly authorized to execute and deliver this the Amendment Documents and the other Amendment Loan Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this the Amendment Documents and the other Amendment Loan Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this the Amendment Documents and the other Amendment Loan Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or (upon receipt of the consents contemplated in part (c) of Schedule 4.1 attached hereto) of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lienLien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtainedobtained or as set forth in part (c) of Schedule 4.1 attached hereto, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this the Amendment and Documents or the other Amendment Loan Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Document will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms. Each other Loan Document is and shall continue to be the legal, except as limited by bankruptcyvalid and binding obligation of Borrower, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; andenforceable against Borrower in accordance with their respective terms. (e) No material adverse change The unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1999 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Lender. Since September 30, 1999, no Material Adverse Change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower. (f) No Default or Event of Default has occurred or is continuing (other than the Designated Defaults). (g) Borrower since has no defense, counterclaim or setoff with respect to the date of Obligations or the most recently delivered financial statementsLoan Documents (any such setoffs, defenses or counterclaims being hereby waived and released by Borrower).

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this First Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 7 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this First Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this First Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsFirst Amendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this First Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this First Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendmentthe Amendment Documents, each of Borrower and the Subsidiary Guarantors represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Each of Borrower and the Subsidiary Guarantors is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Each of Borrower and the Subsidiary Guarantors has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the its obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by each of Borrower of this Amendment and the other Subsidiary Guarantors of the Amendment Documents, the performance by each of Borrower and the Subsidiary Guarantors of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate or articles of incorporation and bylaws or partnership agreement of BorrowerBorrower and each Subsidiary Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Subsidiary Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Subsidiary Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower or any Subsidiary Guarantor of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amended Documents. (d) When duly executed and delivered, each of this the Amendment Documents and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of each of Borrower and agreement of Borrowerthe Subsidiary Guarantors, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Term Lender to enter into this Amendment, Borrower represents and warrants to Bank each Term Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Term Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower Each Related Person is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Term Agreement. Borrower Each Related Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;such Related Person hereunder. (c) The execution and delivery by Borrower each Related Person of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower each Related Person of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles or certificate of incorporation and bylaws or partnership agreement of Borrowerany Related Person, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerany Related Person, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerRelated Persons. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower each Related Person of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Term Agreement will be a legal and binding instrument and agreement obligation of Borrowereach Related Person, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Term Lender. Since December 31, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants as to Bank itself and each Restricted Person, to Lenders that: (a) The All representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at on and as of the time of date hereof (except to the effectiveness hereof;extent that the facts upon which such representations are based have been changed by transactions and events expressly permitted by the Credit Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents each Renewal Note and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents each Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documentseach Renewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents each Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The Consolidated financial statements of Borrower dated as of October 31, 1997 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since October 31, 1997, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank Agent to enter into this Amendment, Borrower represents and warrants to Bank Agent that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement Agreement, are true and correct at and as of the time of Effective Date, except to the effectiveness hereof;extent that the facts upon which such representations are based have been changed by transactions and events expressly permitted by the Credit Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the its obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on under the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Agreement. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement any of Borrowerits organizational documents, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerit, or result in the creation of any lien, charge or encumbrance upon any assets or properties or any of Borrowerits assets. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No material adverse change The audited annual Consolidated financial statements of Borrower dated as of March 31, 2001 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statement have been delivered to each Lender. Since such date no Material Adverse Change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower. (f) Attached hereto as Exhibit B is a true, correct, and complete list of each Dental Practice Advance made by Borrower since on or prior to the date of the most recently delivered financial statementsEffective Date, which has not been repaid in full.

Representations and Warranties of Borrower. In order to induce Bank Administrative Agent and each Lender to enter into this Amendment, Borrower represents and warrants to Bank Administrative Agent and each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' ’ rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of Borrower dated as of December 31, 2003 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank Agent, Co-Agent and each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;Effective Date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents each Renewal Note and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents each Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documentseach Renewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents each Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent, Co-Agent and each Lender. Since December 31, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank Administrative Agent and Majority Lenders, all Revolver Lenders and all Term Lenders, as the case may be, to enter into this Second Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment Second Amendment, and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Second Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsSecond Amendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Second Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementshereby.

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The Except for the representations and warranties contained in Section 3 subsection 5.1(b) of the Original Credit Agreement regarding the Guarantor and the Subsidiaries of Guarantor, the representations and warranties contained in subsections (a), (b), (c), (d), (e), (f) and (g) of Section 5.1 of the Original Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents Renewal Note and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsRenewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Note will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The audited annual financial statements of Borrower dated as of December 31, 1995 and the unaudited quarterly financial statements of Borrower dated as of September 30, 1996 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Lender. Since September 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendmentthe Amendment Documents, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this the Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Documents. (d) When duly executed and delivered, each of this the Amendment Documents and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1994 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1995 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to To induce Bank Lender to enter into this Amendment and the arrangement contemplated by this Amendment, Borrower represents and warrants to Bank thatLender as follows: (a) The representations Borrower has all requisite corporate power and warranties contained corporate authority to execute this Amendment and to perform all of its obligations hereunder, and this Amendment has been duly executed and delivered by Borrower and constitutes the legal, valid and binding obligations of Borrower, enforceable against Borrower in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;accordance with its terms. (b) Borrower is duly authorized to execute The execution, delivery and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any other Person, including, without limitation, the Subordinated Creditors, that, if not obtained would have a material adverse effect on the Borrower's financial condition, properties or operations; (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrower, or the articles of incorporation or by-laws of Borrower; or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected. (c) Except as disclosed in the Borrower's May 31, 2000 financial statements delivered to Lender or otherwise disclosed in writing to Lender, all of the respective representations and warranties made by Borrower in the Loan Agreement and Loan Documents remain true, complete and correct in all material respects as of the date hereof, including, without limitation, the representations and warranties in Article 5 of the Loan Agreement, except to the extent of any changes to such representations and warranties previously disclosed in writing to Lender. (d) After the execution of this Amendment, Borrower will be in compliance in all material respects with all of the covenants of Borrower under the Loan Agreement and other Loan Documents as of the date of execution of this Amendment. (e) There are no oral agreements, understandings or course of conduct that would modify, amend, rearrange, vary, diminish or impair the Loan Agreement or other Loan Documents or the Obligation of Borrower evidenced thereby or to perform fully the Obligations of Borrower in strict accordance with the Loan Agreement and other Loan Documents, or which would permit Borrower to void or avoid its obligations in whole or in part. No representation or warranty made by Borrower and contained herein or in the Loan Agreement or other Loan Documents, and no certificate, information or report furnished or to be furnished by Borrower in connection with the Loan Agreement or any of the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation Loan Documents or any of the transactions contemplated hereby do not and or thereby, contains or will not conflict with any provision contain a misstatement of law, statute, rule or regulation or the bylaws or partnership agreement of Borrowermaterial fact, or of any omits or will omit to state a material agreement, judgment, license, fact required to be stated in order to make the statements contained herein or permit applicable to or binding upon Borrower, or result therein not misleading in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date light of the most recently delivered financial statementscircumstances under which such statements were made.

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in each subsection of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1996 fairly present Borrower's Consolidated financial position at such date and the Consolidated results of Borrower's operations and changes in Borrower's Consolidated cash flow for the period thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate and action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower and of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited Consolidated quarterly financial statements of Borrower dated as of March 31, 1998 fairly present the Consolidated financial position at such date and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since March 31, 1998, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order (a) Borrower hereby represents and warrants that: (i) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified and authorized to induce Bank do business and is in good standing wherever the nature of the business conducted by Borrower makes such qualification necessary. (ii) Borrower has the corporate power and authority to own its property and to conduct its business and holds such licenses and certificates as may be applicable and required for the conduct of its business; and Borrower has the corporate power and authority to enter into this Amendment, Borrower represents Agreement and warrants to Bank that:consummate all transactions contemplated in this Agreement. (aiii) The representations and warranties contained in Section 3 of the Original Credit This Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Loan Documents constitute valid, continuing, legal and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the binding obligations of Borrower hereunder and thereunder. are enforceable against Borrower in accordance with their terms, subject however, to creditors' rights generally. (iv) The Omnibus Certificate making of each Borrower delivered to Bank this Agreement has been duly authorized by all necessary corporate action on the date part of Borrower, including Board of Directors approval, does not require the Original Credit Agreement remains in full force and effectapproval of, and or the specimen signatures giving of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the notice to, any other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not entity or third person; and will not conflict with violate any provision of law, statute, rule law or regulation or the bylaws or partnership agreement of Borrower's Articles of Incorporation or Bylaws, or of result in the breach of, constitute a default under, contravene any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerprovision of, or result in the creation of any lien, charge charge, encumbrance or security interest upon any property or assets of Borrower. (v) The individuals executing this Agreement on behalf of Borrower are duly authorized officers of Borrower and are authorized to execute this Agreement and to take any and all other actions contemplated or required by this Agreement. (vi) Except as has been publicly disclosed by Borrower, there are no suits or proceedings pending or, to the knowledge of Borrower, threatened in any court or before any regulatory commission, board or other administrative or governmental agency against Borrower, which if adversely determined would have a material adverse effect on the financial condition of Borrower or the business of Borrower or which if determined adversely to the Borrower would result in the inability of Borrower to perform this Agreement. (vii) The Financing Statement constitutes a valid and enforceable security interest in the Collateral described therein. (ix) There are no mortgages, pledges, security interests, liens, charges, leases, encumbrances or claims on or with respect to the System, or any part thereof, or any title interest therein or any proceeds thereof, which have a priority superior to the lien and priority positions of the Lender's security interest. (x) As of the date of this Agreement, Borrower is not insolvent as defined by the United States Bankruptcy Code, the Delaware Fraudulent Conveyances Act, by the insolvency provisions of the Delaware Business Corporation Law or by law or usage of any court of law or equity of the State of Delaware. (xi) As of the date of this Agreement, Borrower has complied with all the terms and conditions of this Agreement. (xii) The execution, delivery and performance of this Agreement and the Loan Documents will not violate any provisions of any indenture, agreement, or other instrument to which Borrower or any of Borrower's properties or assets are bound, and will not be in conflict with, result in a breach of, or constitute (with due notice and/or lapse of time) a default under any such indenture, agreement, or other instrument, or result in the creation or imposition of any lien, charge, or encumbrance of any nature whatsoever upon any of the properties or assets or properties of Borrower. Except for those which have been duly obtained. (xiii) No authorization, no consent, approval, authorization license or order of exemption of, and no registration, qualification, designation, declaration or filing with any court or governmental authority department, commission, board, bureau, agency or third party instrumentality, domestic or foreign is required in connection with necessary to the valid execution and delivery by Borrower of this Amendment Agreement, the Loan Documents or any other documents evidencing or relating to the Loan. (xiv) The most recent financial statements of Borrower delivered to the Lender represent fairly its financial position as of the date thereof; and the other Amendment Documents results of its operations for the period indicated; and show all known liabilities, direct or to consummate contingent, of Borrower as of the transactions contemplated hereby and thereby; (d) When duly executed and delivereddate thereof. Since the date of such financial statements, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No there has been no material adverse change in the condition, financial or otherwise, of Borrower or in the business and properties of Borrower and, since such date, Borrower has occurred not incurred, other than in the ordinary course of business, any indebtedness, liabilities, obligations or commitments, contingent or otherwise. (xv) Neither this Agreement nor any other document, statement, financial statement, or certificate furnished to Lender by or on behalf of Borrower in connection herewith, contains an untrue statement of a material fact with respect to the financial condition or businesses properties of Borrower or omits to state a material fact necessary to make the statements contained therein not misleading or, insofar as Borrower can now foresee, may in the consolidated future materially adversely affect the financial condition or businesses properties of Borrower since which has not been set forth in this Agreement or in a document, statement, financial statement or certificate furnished to Lender in connection herewith. (xvi) The Borrower is in compliance with all laws, rules, regulations, judgments, decrees, orders, agreements and requirements which affect in any material way the Borrower, its assets or the operation of its business and has not received, and has no knowledge of, any order or notice of any governmental investigation or of any violation or claim of violation of any law, regulation, judgment, decree, order, agreement, or other governmental requirement. Except as has been publicly disclosed by Borrower, the Borrower is not in material default under any term of any indenture, contract, lease, agreement, instrument or other commitment to which any of them is a party or by which any of them is bound. The Borrower knows of no dispute regarding any indenture, contract, lease, agreement, instrument or other commitment which could reasonably be expected to have a material adverse effect on the Borrower's financial condition. (b) Borrower hereby confirms, represents and warrants that the representations and warranties set out in the Loan Documents are true and correct as of the date of the most recently delivered financial statementsthis Agreement.

Representations and Warranties of Borrower. In order To induce Lender to induce Bank make the Advance pursuant to enter into this AmendmentAgreement and to provide the Facility, Borrower hereby represents and warrants to Bank thatLender as follows, as of the date hereof and as of the date of the Advance: (a) The representations Borrower is a company, duly organized under the laws of its jurisdiction of formation and warranties contained validly existing in Section 3 good standing under the laws of the Original Credit British Virgin Islands and in all jurisdictions in which it is required to be in good standing, and has all requisite power and authority and legal right to own its property and to carry on its business as it is now being conducted, and Borrower has all requisite power and authority and legal right to enter into this Agreement are true and correct at the other Loan Documents entered into by it and as to perform all of its obligations hereunder and thereunder. Borrower has no Subsidiaries. Schedule 6(a) sets forth the time capitalization of Borrower and identifies the effectiveness hereof;name and address of every Person owning any equity interests, or right to acquire any equity interests, in Borrower. (b) Borrower is duly authorized possesses all Permits and owns or has unrestricted right to execute and deliver this Amendment and use, without conflict with the other Amendment Documents and is and will continue rights of others, all property purported to be duly authorized owned by Borrower, necessary for the operation of its business as now conducted or as proposed to borrow be conducted, and Borrower is not in violation of any valid rights of others with respect to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance any of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;foregoing. (c) The execution and delivery by Borrower of this Amendment any of the Loan Documents to which it is a party, and the other Amendment Documents, the performance by Borrower of its obligations hereunder thereunder, have been duly authorized by all necessary action, and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with not: (i) require any further action, consent or approval on the part of Borrower; (ii) violate any provision of law, statuterule, rule regulation, order, writ, judgment, injunction, decree, determination or regulation award presently in effect having applicability to Borrower, or the bylaws organizational documents of Borrower; or partnership (iii) result in any breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which Borrower is a party or by which Borrower or its properties may be bound or affected, and Borrower is not in default under any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, agreement, lease or instrument. (d) The Loan Documents entered into by Borrower have been duly executed and delivered by Borrower and are legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, subject to the effect of (i) bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors' rights in general (including, without limitation, the effect of statutory and other laws regarding fraudulent conveyances, fraudulent transfers and preferential transfers) and (ii) the exercise of judicial discretion and the application of principles of equity, including, without limitation, requirements of good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the applicable agreements are considered in a proceeding in equity or at law). (e) There is no material action, suit, proceeding, inquiry or investigation, at law or in equity, or before any court, governmental instrumentality, public board or arbitrator pending or threatened against or affecting Borrower or any of its properties or rights, wherein an unfavorable decision, ruling or finding would (i) to the extent not covered by insurance as to which the insurer has not disclaimed coverage, result in any material agreementadverse change in the financial condition, judgmentbusiness, license, order properties or permit operations of Borrower; (ii) materially or adversely affect the transactions evidenced by the Loan Documents; (iii) materially impair the right of Borrower to carry on its business substantially as now conducted; or (iv) adversely affect the validity or enforceability of the Loan Documents or have a material adverse effect on Lender. (f) Borrower is in compliance with all laws applicable to Borrower or binding upon Borrower, its properties or result assets. (g) Borrower is a pre-existing company and has not been created as a vehicle to obtain the Advance. The proceeds of the Advance will be used by Borrower for the purposes set forth in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required Section 6(n) in connection with the execution operation of Borrower's business, and delivery the proceeds of the Advance will not be paid over or diverted by Borrower of this Amendment and the other Amendment Documents to any member, manager, officer, director or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement shareholder of Borrower, enforceable any Guarantor or any other person other than as agreed upon in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; andSection 6(n). (eh) No There has been no material adverse change has occurred in the condition, financial condition or businesses or in the consolidated financial condition or businesses otherwise, of Borrower since the date of the most recently delivered financial statements.December 31,

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendmentthe Amendment Documents, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this the Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Documents. (d) When duly executed and delivered, each of this the Amendment Documents and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1997 and the unaudited quarterly Consolidated financial statements of Borrower dated as of June 30, 1998 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1998, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank that:as follows. (a) The representations Borrower is the sole and warranties contained in Section 3 absolute owner of the Original Credit Agreement are true entire landlord's or lessor's interest in the Leases and correct at such rents, issues and as of the time of the effectiveness hereof;profits. (b) Borrower is duly authorized has made no prior assignment of any of the Leases or with respect to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. any of such rents, issues or profits. (c) Borrower has duly taken all corporate action necessary neither done any act nor omitted to authorize do any act which might prevent Bank from, or limit Bank in, acting under any of the provisions of this Assignment. (d) Neither the execution and delivery of this Amendment and Assignment or any of the other Amendment Documents and to authorize Leases, the performance of the obligations each and every covenant of Borrower hereunder under this Assignment and thereunder. The Omnibus Certificate the Leases, nor the meeting of each and every condition contained in this Assignment, conflicts with, or constitutes a breach or default under, any agreement, indenture or other instrument to which Borrower delivered is a party, or any law, ordinance, administrative regulation or court decree which is applicable to Bank on Borrower. (e) No action has been brought or, so far as is known to Borrower, is threatened, which would interfere in any way with the right of Borrower to execute this Assignment and perform all of Borrower's obligations contained in this Assignment and in the Leases. (f) All Leases existing as of the date of this Assignment are listed and described on Exhibit B attached hereto, and correct and complete copies of all such Leases and all amendments, exhibits, addenda and schedules thereto have been heretofore delivered by Borrower to Bank. (g) The Leases existing as of the Original Credit Agreement remains date of this Assignment and listed and described in Exhibit B attached hereto were duly executed and delivered, pursuant to authority legally adequate therefor, are now in full force and effect, and are the specimen signatures legal, valid and binding obligations of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrowerparties thereto, enforceable in accordance with its their terms. (h) No default exists on the part of Borrower in the fulfillment, performance or observance of any of the terms, except as limited by bankruptcyconditions or covenants of landlord or lessor contained in any of the Leases, insolvency and similar laws applying and, to creditors' rights generally and by principles the best of equity applying to creditors' rights generally; and (e) No material adverse change has occurred Borrower's knowledge, no default exists on the part of any Tenant in the financial condition fulfillment, performance or businesses or in the consolidated financial condition or businesses observance of Borrower since the date any of the most recently delivered financial statementsterms, conditions or covenants of tenant or lessee contained in any of the Leases.

Representations and Warranties of Borrower. In order to induce Bank to enter into connection with this AmendmentAgreement, Borrower hereby represents and warrants to Bank thatShareholders, Agent and the Banks as follows: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (bi) Borrower is a corporation duly authorized organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, has all requisite corporate power and authority to execute own its assets and deliver this Amendment and the other Amendment Documents and is and will continue carry on its business as now being or as proposed to be duly authorized conducted, and has the corporate power and authority to borrow execute, deliver and to perform its obligations under this Agreement; (ii) The execution, delivery and performance by Borrower of this Agreement have been duly authorized by all requisite action on the Credit Agreementpart of Borrower and do not and will not violate or conflict with the articles of incorporation or bylaws of Borrower or any law, rule or regulation or any order, writ, injunction or decree of any court, governmental authority or arbitrator to which Borrower is subject, and do not and will not result in the creation or imposition of any lien upon any of the revenues or assets of Borrower. Borrower has duly taken all corporate action necessary to authorize the The execution and delivery of this Amendment Agreement and the other Amendment Documents and to authorize the performance of and compliance with the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower terms of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and Agreement will not conflict with, constitute a default (or an event which with any provision notice or lapse of law, statute, rule time or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerboth would constitute a default) under, or result in the creation breach of, any material contract, agreement or other instrument to which Borrower is a party or which may be applicable to Borrower or any of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and therebyits assets; (diii) When duly This Agreement, when executed and delivereddelivered by each Shareholder and Borrower, each of this Amendment and will constitute the other Amendment Documents will be a valid, legal and binding instrument and agreement obligation of Borrower, Borrower enforceable in accordance with its terms, except as to the extent that enforcement may be limited by bankruptcy, insolvency and insolvency, reorganization, moratorium or other similar laws applying to affecting the enforcement of creditors' rights generally and by principles of equity applying to creditors' rights generallyequity; and (eiv) No material adverse change has occurred in All corporate acts and conditions required to be performed and satisfied prior to the financial condition or businesses or in execution and delivery of this Agreement, and to constitute this Agreement as the consolidated financial condition or businesses valid, binding and enforceable obligation of Borrower since in accordance with its terms, except to the date extent that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the most recently delivered financial statementscreditors' rights generally and by principles of equity, have been performed and satisfied in accordance with all applicable laws.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' ’ rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No material adverse change has occurred in the The most recent financial condition or businesses or in the consolidated financial condition or businesses statements of Borrower since delivered to Lenders pursuant to Section 6(b) of the Original Credit Agreement fairly present Borrower’s financial position as of the date of the most recently delivered financial statementsthereof.

Representations and Warranties of Borrower. In order to induce Bank Lenders to enter into this Amendment, Borrower represents and warrants to Bank Agent for the benefit of each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct in all material respects at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents Renewal Notes and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to issue the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Renewal Notes. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation issuance of the transactions contemplated hereby Renewal Notes by Borrower do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and or the other Amendment Documents or to consummate issuance of the transactions contemplated hereby and thereby;Renewal Notes. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Notes will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1997 and the unaudited financial statements of Borrower dated as of March 31, 1998 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since March 31, 1998, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since except for changes in oil and gas prices that affect the date of industry in which Borrower operates. (f) Borrower will use the most recently delivered financial statementsproceeds from Advances made under the increased Borrowing Base (i) to acquire and develop oil and gas properties, (ii) to purchase additional working interests in Australian coalbed methane properties, (iii) to purchase overriding royalty interests on Redoubt Shoal and (iv) to carry out its oil and gas operations consistent with past practice.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained Recitals in Section 3 of the Original Credit Agreement this Amendment are true and correct at and as of the time of the effectiveness hereof;in all respects. (b) All representations and warranties of the Credit Parties in the Loan Agreement and in the other Loan Documents to which it is a party are incorporated herein in full by this reference and are true and correct in all material respects as of the date hereof, except (i) to the extent that any such representation or warranty expressly relates to an earlier date and (ii) with respect to any information set forth in the Disclosure Schedules as of the Third Amendment Effective Date; provided, that within seven (7) days of the Third Amendment Effective Date, the Borrower shall deliver to Agents and Lenders supplemental Disclosure Schedules (including marked copies to show the changes made against the Disclosure Schedules delivered to Agents and Lenders on the Restatement Date) which shall be true and correct in all material respects. (c) After giving effect to this Amendment, no Default or Event of Default has occurred and is continuing. (d) Borrower has the power, and has been duly authorized by all requisite action, to execute and deliver this Amendment and the other documents and agreements executed and delivered in connection herewith to which it is a party. This Amendment Documents has been duly executed by Borrower and the other documents and agreements executed and delivered in connection herewith to which Borrower is a party have been duly executed and will continue delivered by it. (e) This Amendment is the legal, valid and binding obligation of Borrower and the other documents and agreements executed or delivered in connection herewith to be duly authorized to borrow which any of the other Credit Parties is a party are the legal, valid and to perform its binding obligations under of the other Credit Parties, in each case enforceable against each of the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution Parties in accordance with their respective terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, or similar law affecting creditors’ rights generally. (f) The execution, delivery and delivery performance of this Amendment and the other Amendment Documents documents and agreements executed and delivered in connection herewith do not and will not (i) violate any law, rule, regulation or court order to authorize the performance which any of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date Credit Parties is subject; (ii) conflict with or result in a breach of the Original Credit Agreement remains in full force and effectcertificate of formation or incorporation, and the specimen signatures bylaws, limited liability company agreement or other organizational documents of any of the officers contained Credit Parties or any other agreement or instrument to which it is party or by which the properties of any of the Credit Parties is bound; or (iii) result in the Omnibus Certificate are true and correct;creation or imposition of any Lien on any property of any of the Credit Parties, whether now owned or hereafter acquired, other than Liens in favor of Administrative Agent. (cg) The execution and No consent or authorization of, filing with or other act by or in respect of any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by Borrower each of the Credit Parties, or the validity or enforceability, of this Amendment and Agreement or the other Amendment Documentsdocuments or agreements executed or delivered in connection herewith to which any of the Credit Parties is a party, the performance by Borrower of its obligations hereunder and thereunder and or the consummation of the transactions contemplated hereby do not and will not conflict with any provision of lawor thereby, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or continuing operations of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in of the creation Credit Parties following the consummation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its termssuch transactions, except as limited otherwise expressly contemplated by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsthis Amendment.

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The Except for the representations and warranties contained in Section 3 subsection 5.1(b) of the Original Credit Agreement regarding the Guarantor and the Subsidiaries of Guarantor, the representations and warranties contained in subsections (a), (b), (c), (d), (e), (f) and (g) of Section 5.1 of the Original Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents Renewal Note and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents Renewal Note and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsRenewal Note, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgmentjudgement, license, order or permit applicable to or binding upon Borrower, or result results in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents Renewal Note or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement and the other Amendment Documents Renewal Note will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The audited annual financial statements of Borrower dated as of December 31, 1997 fairly represent the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Lender. Since December 31, 1997, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in each subsection of Section 3 4.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except for representations and warranties relating to rights of way and easements for the Katy Gas Storage Facility modified as set forth in Schedule 1 hereto. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1994 and the unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1995 fairly present Borrower's Consolidated financial position at such dates and the Consolidated results of Borrower's operations and changes in Borrower's Consolidated cash flow for the respective periods thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since September 30, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Sections 5.1 through 5.17 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses Default exists as of Borrower since the date of the most recently delivered financial statementshereof.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in subsections of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is and each Subsidiary Guarantor are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. Borrower has and each Subsidiary Guarantor have duly taken all corporate or limited liability company action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the their respective obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower and each Subsidiary Guarantor of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower and each Subsidiary Guarantor of its their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement other organizational documents of BorrowerBorrower or any Subsidiary Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Subsidiary Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Subsidiary Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower or any Subsidiary Guarantor of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of Borrower and agreement of Borrowereach Subsidiary Guarantor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1998 and the unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1999 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in subsections of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1998 and the unaudited quarterly Consolidated financial statements of Borrower dated as of March 31, 1999 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank Lender (which representations and warranties are made in addition to the warranties and representations made in the Security Instruments and will survive the delivery of this Agreement) that: (a) The representations Borrower is a corporation duly organized, validly existing and warranties contained in Section 3 good standing under the laws of the Original Credit Agreement are true State of Delaware, and correct at has full power and authority to consummate the transactions contemplated in this Agreement. Borrower has the corporate power to own its properties and carry on its business as it is now being conducted, and is duly authorized to do business and is in good standing in the State of Delaware and in every other jurisdiction where qualification is necessary. Borrower is duly authorized and empowered to create, issue, execute, and deliver the Loan Documents, and all action on its part requisite for the due creation, issuance, and delivery of the time Loan Documents has been duly and effectively taken. The Loan Documents do not violate any provision of Borrower's corporate charter or bylaws, or any contract, agreement, law or regulation to which Borrower is subject, and do not require the effectiveness hereofconsent or approval of any Governmental Authority; (b) Except as previously disclosed by Borrower to Lender in writing, Borrower is duly authorized not in default in the performance, observance, or fulfillment of any of the obligations, covenants, or conditions contained in any agreement or instrument to execute which it is a party, or in default under or in violation of any law, order, regulation or demand of any Governmental Authority, which default or violation might have consequences which would materially and deliver adversely affect the business or properties of Borrower; (c) The Financial Statements of Borrower and Guarantors are complete and correct, have been prepared in accordance with GAAP, and fully and accurately reflect the financial condition and results of the operations of Borrower and Guarantors as of the date and for the period stated. No Material Adverse Change has occurred in the condition, financial or otherwise, of Borrower or any Guarantor since the date of the Financial Statements; (d) Except as otherwise permitted pursuant to the terms of this Amendment Agreement, Borrower has not made investments in, advances to, or guaranties of the obligations of any Person, except as disclosed by the Financial Statements; (e) Except for liabilities as previously disclosed to Lender in the Financial Statements and other liabilities incurred since that date in the normal course of business, Borrower does not have any liabilities, direct or contingent. There is no litigation, administrative proceeding, investigation, or other action of any nature pending or, to the knowledge of Borrower, threatened against Borrower before any court or administrative agency which involves the possibility of any judgment or liability which is likely to materially and adversely affect the business or the assets of Borrower or the right of Borrower to carry on business as now conducted. To the best of Borrower's knowledge and belief, no unusual or unduly burdensome restriction, restraint or hazard exists by contract, law, governmental regulation or otherwise relative to the business or assets of Borrower; (f) Except as disclosed by Borrower to Lender in writing, to the best of Borrower's knowledge and belief, Borrower and XVT each have good and indefeasible title to their respective assets pledged by each of them pursuant to the Security Instruments, free and clear of all security interests, liens, and encumbrances, except for (i) liens or security interests on such assets previously disclosed to and approved by Lender in writing; and (ii) restrictions, rights, easements, and minor irregularities in title which do not materially (x) interfere with the occupation of Borrower or XVT and the other Amendment Documents use and is enjoyment by Borrower and will continue XVT and of such assets in the normal course of Borrower's and XVT's respective businesses as presently conducted or (y) impair the value thereof for such business; (g) Except as disclosed by Borrower to Lender in writing, Borrower has filed all tax returns required to be duly authorized filed and has paid all taxes shown thereon to borrow be due, including interest and penalties, or due pursuant to perform its obligations any assessment received by Borrower, except such taxes, if any, under contest in good faith and for which adequate reserves have been provided. The charges, accruals and reserves on the Credit Agreementbooks of Borrower for any taxes or other governmental charges are, in the opinion of Borrower, adequate. Borrower has duly taken paid all corporate action franchise and other taxes which are now due; (h) To the best of Borrower's knowledge and belief, no Reportable Event has occurred with respect to any Plan. Borrower has not incurred any material accumulated unfunded deficiency within the meaning of ERISA, nor has Borrower incurred any material liability to the Pension Benefit Guaranty Corporation established under ERISA (or any successor thereto under ERISA) in connection with any Plan; (i) The principal place of business and chief executive office of Borrower and the place where Borrower keeps its books and records is the address of Borrower set forth in Section 9.9 of this Agreement; (j) Borrower is not an "investment company" within the meaning of the Investment Company Act of 1940, as amended; (k) All of Borrower's Accounts and accounts receivables are billed from and made payable in the State of California, and all of XVT's Accounts and accounts receivables are billed from and made payable in the State of Colorado. Except as disclosed to Lender in writing, all of Borrower's Equipment and Inventory is located in California, and all of XVT's Equipment and Inventory is located in Colorado; (l) Borrower is not engaged principally, or as one of its important activities, in the business of extending or obtaining credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations G, U, or X of the Board of Governors of the Federal Reserve System). No part of the proceeds of any extension of credit under this Agreement will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock. No transaction contemplated by the Loan Documents is in violation of any regulations promulgated by the Board of Governors of the Federal Reserve System, including, without limitation, Regulations G, T, U, or X; (m) Except as otherwise disclosed by Borrower to Lender, to the best of Borrower's knowledge and belief, Borrower, Guarantors, and their respective Properties, business operations, and leaseholds are in compliance in all material respects with, the provisions of all Requirements of Law applicable to Borrower, Guarantors, their Properties, or the conduct of their respective businesses. Each of Borrower and Guarantors possesses, and are in good standing with respect thereto, all governmental consents, licenses, approvals, certificates, inspections, registrations, permits, and other authorizations necessary to authorize enable them to carry on their respective businesses in all material respects as now conducted; all such governmental consents, licenses, approvals, certificates, inspections, registrations, permits, and other authorizations are in full force and effect; and Borrower has no reason to believe that it or the Guarantors will be unable to obtain the renewal of any such governmental consents, licenses, approvals, certificates, inspections, registrations, permits, and other authorizations; (n) No information, exhibit, or report prepared by or at the direction or with the supervision of Borrower and furnished to Lender in connection with the negotiation and preparation of this Agreement or any Loan Document contains any material misstatements of fact or omits a material fact necessary to make the statements contained therein not misleading as of the date made or deemed made. There is no fact which Borrower has failed to disclose to Lender in writing which materially affects adversely or, so far as Borrower can now foresee, will materially affect adversely the business, prospects, profits, or condition (financial or otherwise) of Borrower or the ability of Borrower to perform this Agreement; (o) Except as otherwise disclosed to Lender prior to the date hereof, as of the date hereof, Borrower has no Subsidiaries and Borrower is not a partner or participant in any partnership or joint venture; (p) Borrower is now and, after giving effect to initial advances to be made hereunder, and no Guarantor, after giving effect to the delivery of its or his respective Guaranty, at all times will be, solvent and will be adequately capitalized to pay their respective debts as they become due; (q) Neither XVT nor Borrower is a party to any collective bargaining agreement, and to the best of Borrower's knowledge and belief, there are no material grievances, disputes, or controversies with any union or any other organization of any of their respective employees, or threats of strikes, work stoppages, or any asserted pending demands for collective bargaining by any union or organization; (r) Borrower and XVT each own or is licensed to use all Intellectual Property necessary to conduct all business material to their respective condition (financial or otherwise), business, or operations as such businesses are currently conducted. To the best of Borrower's knowledge and belief, no claim has been asserted or is pending by any Person with the respect to the use of any such Intellectual Property or challenging or questioning the validity or effectiveness of any such Intellectual Property; and Borrower knows of no valid basis for any such claim. To the best of Borrower's knowledge and belief, the use of such Intellectual Property by Borrower and XVT does not infringe on the rights of any Person. Except as disclosed by Borrower to Lender in writing, no Intellectual Property or other property of Borrower has been registered (or is otherwise patented, copyrighted, licensed, or trademarked), or is subject to any patent, copyright, license, or trademark, under and with respect to any federal laws or any other Requirement of Law; (s) As of the date hereof, no event has occurred and no condition exists which would, upon the execution and delivery of this Amendment and the other Amendment Documents and to authorize the Agreement or Borrower's performance hereunder, constitute a Default or an Event of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correctDefault; (ct) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsThere exists no actual or threatened termination, cancellation, or limitation of, or any modification or change in, the performance by business relationship between Borrower or XVT with any customer or any group of its obligations hereunder and thereunder and customers whose purchases individually or in the aggregate are material to the business of Borrower or XVT, or with any material supplier, and, to the knowledge of Borrower or XVT, there exists no present condition or state of facts or circumstances which would materially affect adversely Borrower or XVT or prevent Borrower or XVT from conducting such business after the consummation of the transactions transaction contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or by this Agreement in substantially the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result same manner in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have it has heretofore been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and therebyconducted; (du) When duly executed and deliveredExcept in compliance with all applicable Requirements of Law, each no Hazardous Substances have been generated, transported, and/or disposed of by Borrower or XVT, at a site which was, at the time of such generation, transportation and/or disposal, or has since become, a Superfund Site. For purposes of this Amendment subsection, "SUPERFUND SITE" shall mean those sites listed on the Environmental Protection Agency National Priority List and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable eligible for remedial action or any comparable state registries or list in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date any state of the most recently delivered financial statements.United States;

Representations and Warranties of Borrower. In order to induce Bank Lenders to enter into this Amendment, Borrower represents and warrants to Bank Agent for the benefit of each Lender that: (a) The representations and warranties contained in Section 3 4.1 of the Original Credit Agreement are true and correct in all material respects at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to issue the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Senior Subordinated Notes. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation issuance of the transactions contemplated hereby Senior Subordinated Notes by Borrower do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and or the other Amendment Documents or to consummate issuance of the transactions contemplated hereby and thereby;Senior Subordinated Notes. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1995 and the unaudited financial statements of Borrower dated as of June 30, 1996 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending December 31, 1995 and June 30, 1996 for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since June 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since except for changes in oil and gas prices that affect the date industry in which Borrower operates. (f) Borrower has provided Agent true and complete copies of the most recently delivered financial statementsform of the Senior Subordinated Notes and the Indenture governing such notes and such forms have not been modified in any respect since being provided to Agent.

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in each subsection of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1996 fairly present Borrower's Consolidated financial position at such date and the Consolidated results of Borrower's operations and changes in Borrower's Consolidated cash flow for the period thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since September 30, 1996, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to To induce Bank the Lenders to enter into this Amendment, and to amend the Credit Agreement and the other Loan Documents as provided herein, the Borrower and each of the Guarantors hereby represents and warrants to Bank that: (a) The representations Borrower has full power, authority and warranties contained in Section 3 legal right to execute, deliver and perform this Amendment, the Credit Agreement as amended hereby and the New Notes, and each of the Original Credit Agreement are true Guarantors has full power, authority and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized legal right to execute and deliver this Amendment. The Borrower has duly executed and delivered this Amendment and the New Notes, and each of the Guarantors has duly executed and delivered this Amendment. (b) This Amendment, the Credit Agreement as amended hereby and the New Notes are the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms, and this Amendment is the legal, valid and binding obligation of each of the Guarantors, enforceable against each such Guarantor in accordance with its terms, in each case as enforceability may be subject to the effect of applicable bankruptcy, insolvency, arrangement, moratorium and other similar laws affecting creditors' rights generally and to the application of general principles of equity. (c) No consent, approval or authorization of or declaration, registration or filing with any governmental authority or any nongovernmental person or entity, including, without limitation, any creditor or stockholder of the Borrower or any Guarantor, is required on the part of the Borrower or any Guarantor in connection with the execution, delivery and performance of this Amendment Documents or the New Notes or the transactions contemplated hereby or thereby or as a condition to the legality, validity or enforceability of this Amendment, the Credit Agreement as amended hereby or the New Notes. (d) No event has occurred and is and continuing or will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize result from the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance that constitutes an Event of the obligations Default or Potential Event of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsDefault.

Representations and Warranties of Borrower. In order to induce Bank Banks to enter into this Amendment, Borrower represents and warrants to Bank Banks that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Amended Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Amended Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement articles of organization and regulations of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Amended Agreement and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.rights

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2003 and the unaudited monthly Consolidated financial statements of Borrower dated as of January 31, 2005 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Bank. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank Administrative Agent and Lenders to enter into this Amendment, Borrower represents and warrants to Bank Administrative Agent and each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement Agreement, are true and correct at and as of the time of the effectiveness hereof;hereof except to the extent that such representation and warranty was made as of a specific date. (b) Borrower Each Restricted Person is duly authorized to execute and deliver this Amendment to the extent a party thereto, and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower Each Restricted Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and Amendment, to the other Amendment Documents extent a party thereto, and to authorize the performance of the its respective obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower each Restricted Person of this Amendment and Amendment, to the other Amendment Documentsextent a party hereto, the performance by Borrower each Restricted Person of its respective obligations hereunder and thereunder hereunder, and the consummation of the transactions contemplated hereby hereby, do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement constituent documents of Borrowerany Restricted Person, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerany Restricted Person, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrowerany Restricted Person, except in favor of Administrative Agent for the benefit of Lenders. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower any Restricted Person of this Amendment and Amendment, to the other Amendment Documents extent a party thereto, or to consummate the transactions contemplated hereby and thereby;hereby. (d) When this Amendment has been duly executed and delivered, each of the Loan Documents, as amended by this Amendment and the other Amendment Documents Amendment, will be a legal and binding instrument and agreement of Borrowereach Restricted Person, to the extent a party thereto, enforceable in accordance with its terms, except (subject, as limited by to enforcement of remedies, to applicable bankruptcy, insolvency and similar laws applying applicable to creditors' rights generally and by to general principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsequity).

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The Except as set forth in the Disclosure Schedule attached hereto as Exhibit A, the representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery by it of this Amendment and the other Amendment Documents and to authorize the consummation of the transactions contemplated hereby and the performance of its obligations hereunder. Borrower is duly authorized to borrow funds under the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Agreement. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not (i) conflict with any provision of law(1) any Law, statute, rule or regulation or (2) the bylaws or partnership agreement organizational documents of Borrower, or of (3) any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or (ii) result in the acceleration of any Indebtedness owed by Borrower, or (iii) result in or require the creation of any lien, charge or encumbrance Lien upon any assets or of properties of Borrower. Except for those which have been duly obtained, as expressly contemplated in the Loan Documents no consent, approval, authorization or order of any court of, and no notice to or governmental authority filing with, and Tribunal or third party is required in connection with the execution and execution, delivery or performance by Borrower of this Amendment and the other Amendment Documents or to consummate the any transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal legal, valid and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency and or similar laws applying Laws of general application relating to the enforcement of creditors' rights generally and by principles of equity applying to creditors' rights generally; andrights. (e) No material adverse change has occurred in the The audited annual Consolidated financial condition or businesses or in the consolidated financial condition or businesses statements of Borrower since dated as of December 31, 2000, and the date unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 2001, fairly present Borrower's Consolidated financial position at such dates and the most recently Consolidated results of Borrower's operations and Borrower's Consolidated cash flows for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered financial statementsto each Lender. Since such dates no Material Adverse Change has occurred.

Representations and Warranties of Borrower. In order to induce Bank Agent to enter into this Amendment, Borrower represents and warrants to Bank Agent that: (a) The representations and warranties contained in Section 3 Article V of the of the Original Credit Agreement (as amended hereby) are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment Amendment, the Renewal Note, the Security Documents and the other Amendment Kelt Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment Amendment, Renewal Note, the Security Documents and the other Amendment Kelt Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment Amendment, Renewal Note, the Security Documents and the other Amendment Kelt Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment Amendment, the Renewal Note, the Security Documents and the other Amendment Kelt Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment Amendment, the Credit Agreement, the Renewal Note, the Security Documents and the other Amendment Kelt Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and. (e) No The audited annual financial statements of Borrower dated as of March 31, 1997, and the unaudited quarterly financial statements of Borrower dated December 3 1, 1997 fairly present the financial position at such dates and the statement of operations and the changes in financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 1997, no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 Article IV of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereofhereof (unless specifically limited to an earlier date); (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents to which it is a party and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents to which it is a party and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsDocuments to which it is a party, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance Lien upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority Governmental Authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents to which it is a party or to consummate the transactions contemplated hereby and thereby;; and (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents to which Borrower is a party will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of the Company dated as of December 31, 2001 and the unaudited quarterly consolidated financial statements of the Company dated as of March 31, 2002 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d) When duly executed and delivered, this Amendment, the Credit Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Restricted Person that is a party hereto and agreement of Borrower, thereto enforceable against such Restricted Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited Consolidated financial statements of Borrower dated as of December 31, 1999 and the unaudited Consolidated financial statements of Borrower dated as of June 30, 2000 fairly present the Consolidated financial position at such dates of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since June 30, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank Lender to enter into this Amendment, Borrower represents Borrower, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents, warrants to Bank thatand agrees as follows: (a) The representations Borrower has full power and warranties authority to enter into this Amendment and to incur and perform all obligations and covenants contained in Section 3 herein, all of which have been duly authorized by all proper and necessary action. No consent, approval, filing or registration with or notice to any governmental authority is required as a condition to the validity of this Amendment or the performance of any of the Original Credit Agreement are true obligations of Borrower hereunder, except as have been made or as contemplated or required by this Amendment. This Amendment has been duly executed by Borrower and, when delivered in accordance with the terms hereof, will constitute the valid and correct at binding obligations of Lender, enforceable against Borrower in accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of the time of the effectiveness hereof;specific performance, injunctive relief or other equitable remedies. (b) There is no fact known to Borrower is duly authorized or which should be known to execute and deliver Borrower which Borrower has not disclosed to Lender on or prior to the date of this Amendment which would or could materially and adversely affect the other understanding of Lender expressed in this Amendment Documents or any representation, warranty, or recital contained in this Amendment. (c) Except as expressly set forth in this Amendment, Borrower acknowledges and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize agrees that neither the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance nor any of the terms, provisions, covenants, or agreements contained in this Amendment shall in any manner release, impair, lessen, modify, waive, or otherwise affect the liability and obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on under the date terms of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Transaction Documents. (cd) The Borrower has no defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action of any kind or nature whatsoever against Lender, directly or indirectly, arising out of, based upon, or in any manner connected with, the transactions contemplated hereby, whether known or unknown, which occurred, existed, was taken, permitted, or begun prior to the execution and delivery by Borrower of this Amendment and the other Amendment Documentsoccurred, the performance existed, was taken, permitted or begun in accordance with, pursuant to, or by Borrower virtue of its obligations hereunder and thereunder and the consummation any of the transactions contemplated terms or conditions of the Transaction Documents. To the extent any such defenses, affirmative or otherwise, rights of setoff, rights of recoupment, claims, counterclaims, actions or causes of action exist or existed, such defenses, rights, claims, counterclaims, actions and causes of action are hereby do not waived, discharged and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrowerreleased. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with Borrower hereby acknowledges and agrees that the execution and delivery by Borrower of this Amendment and by Lender shall not constitute an acknowledgment of or admission by Lender of the other Amendment Documents existence of any claims or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will liability for any matter or precedent upon which any claim or liability may be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; andasserted. (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses Borrower represents and warrants that as of Borrower since the date hereof no Events of Default or other material breaches exist under the most recently delivered financial statementsTransaction Documents or have occurred prior to the date hereof.

Representations and Warranties of Borrower. In order to induce Lender, Issuing Bank and Agent to enter into this AmendmentAgreement, Borrower represents and warrants to Lender, Issuing Bank and Agent that: (a) The representations Each of Borrower and warranties contained Guarantors has the power and authority to execute, deliver and perform this Agreement and the other Credit Documents executed or to be executed by it in Section 3 connection with this Agreement (the "Related Documents"). Each of Borrower and Guarantors has taken all necessary action (including, without limitation, obtaining any required approval of its Board of Directors or stockholders) to authorize its execution, delivery and performance of this Agreement and the Original Credit Related Documents. No consent, approval or authorization of, or filing with, any Governmental Authority, and no consent of any other Person, is required in connection with the execution, delivery and performance of this Agreement are true and correct at the Related Documents by each of Borrower and as of the time of the effectiveness hereof;Guarantors, except for those already duly obtained. (b) Borrower is duly authorized to execute and deliver this Amendment This Agreement and the other Amendment Related Documents have been duly executed and is delivered by each of Borrower and will continue to be duly authorized to borrow Guarantors, and to perform its constitute the legal, valid and binding obligations under the Credit Agreementof each of Borrower and Guarantors, enforceable against Borrower and Guarantors in accordance with their terms without defense, setoff or counterclaim. Borrower has duly taken all corporate action necessary to authorize the execution The execution, delivery and delivery performance of this Amendment Agreement and the other Amendment Related Documents and to authorize the performance of the obligations by each of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby Guarantors do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrowerwith, or of any material agreementconstitute a violation or breach of, judgment, license, order or permit applicable to or binding upon Borrowerconstitute a default under, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any assets or properties property of Borrower. Except for those , any Subsidiary of Borrower or any Guarantor by reason of the terms of (a) any mortgage, lease, agreement, instrument or Contractual Obligation to which have been duly obtainedBorrower, no consentany Subsidiary of Borrower or any Guarantor is a party or which is binding upon it, approval, authorization or order (b) any Requirement of any court or governmental authority or third party is required Law. (c) Each of the representations and warranties of Borrower and Guarantors contained in connection with the execution and delivery by Borrower of this Amendment Credit Agreement and the other Amendment Credit Documents or to consummate are correct and complete in all material respects as of the transactions contemplated hereby and thereby;date hereof. (d) When duly executed and deliveredThere has not occurred any material adverse change in the business, each operations, assets or financial or other condition of this Amendment and Borrower or UIC from those indicated in the other Amendment Documents will be a legal and binding instrument and agreement last financial statements delivered to Agent pursuant to Subsection 6.1 of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; andthe Credit Agreement. (e) No material adverse change has occurred in the financial condition There exists no Default or businesses or in the consolidated financial condition or businesses Event of Borrower since Default as of the date of the most recently delivered financial statementshereof.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 SECTION 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual consolidated financial statements of the Company dated as of December 31, 2003 and the unaudited quarterly consolidated financial statements of the Company dated as of September 30, 2004 fairly present the consolidated financial position at such dates and the consolidated statement of operations and the changes in consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Representations and Warranties of Borrower. In order to ------------------------------------------ induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in each subsection of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1995 fairly present Borrower's Consolidated financial position at such date and the Consolidated results of Borrower's operations and changes in Borrower's Consolidated cash flow for the period thereof. Copies of such financial statements have heretofore been delivered to each Lender. Since September 30, 1995, no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce ------------------------------------------ Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan and Security Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan and Security Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' " rights generally and by principles of equity applying to creditors' " rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 Article 5 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;; provided Bank acknowledges that Borrower has heretofore given written notice to Bank of Borrower being named as a co-defendant along with certain former directors of Daisytek in a lawsuit regarding the transfer of certain assets of Daisytek and that an eCOST receivable of approximately $2,000,000 may be written off. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Loan Agreement will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants on the date hereof and as of the Effective Date to Bank each Lender that: (a1) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b2) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c3) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d4) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Related Person that is a party hereto and agreement of Borrower, thereto enforceable against such Related Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e5) No The audited Consolidated financial statements of Borrower dated as of December 31, 2000 fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 2000, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement except to the extent such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 2004 and the unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 2005 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.Borrower. Exhibit 10.6

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is Each Related Person ia duly authorized to execute and deliver this Amendment Amendment, and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower Each Related Person has duly taken all corporate and partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower such Related Person hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower each Related Person of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower each Related Person of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the partnership agreement, articles of incorporation and bylaws or partnership agreement of Borrowerany Related Person, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowerany Related Person, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrowerany Related Person. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower each Related Person of this Amendment and the other Amendment Documents Renewal Notes or to consummate the transactions contemplated hereby and or thereby;. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrowereach Related Person, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;, except to the extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the Credit Agreement. (b) The Company and Borrower is are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. The Company and Borrower has have duly taken all corporate or partnership action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of the Company and Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by the Company and Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by the Company and Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement of Borrowerlimited partnership of the Company or Borrower (as applicable), or of any material agreement, judgment, license, order or permit applicable to or binding upon the Company or Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of the Company or Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by the Company and Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents Credit Agreement will be a legal and binding instrument obligation of the Company and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of the Company dated as of December 31, 2000 and the unaudited quarterly Consolidated financial statements of the Company dated as of September 30, 2001 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for the Company. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsCompany.

Representations and Warranties of Borrower. In order to induce Bank Agent and Majority Lenders to enter into this First Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Amendment First Amendment, and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this First Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;hereunder. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsFirst Amendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws or partnership agreement organizational documents of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this First Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment First Amendment, and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement obligation of Borrower, Borrower enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order It is understood and agreed by and between the parties that as an inducement to induce Bank GRUPO GIA to enter into this Amendment, Borrower represents Agreement and warrants to Bank that: (a) The make the loan CORMAX has made to GRUPO GIA the representations and warranties contained set forth in this Section 3 3, all of the Original Credit Agreement which are true and correct at on the date hereof and the Closing Date and as of the time date of the effectiveness hereof;advanced funds that the representations and warranties shall survive the Closing Date and that CORMAX has relied and will rely on said representations and warranties. (b) Borrower 3.1 Corporate Authority CORMAX is a corporation duly authorized organized and existing under the laws of Alberta and that the officers of CORMAX executing the Note and this Loan Agreement have the corporate power and authority to execute carry on the business of the corporation and deliver to conduct the business of the corporation contemplated by this Amendment Loan Agreement and the other Amendment Documents Note; that CORMAX is qualified to do business in every jurisdiction in which the nature of its business or ownership of its business activities requires qualification; and is that CORMAX has the corporate power and will continue authority for its officers to be duly authorized to borrow enter into this Agreement and to perform its obligations under undertake the Credit Agreementtransactions contemplated hereby. Borrower has duly taken all corporate All action necessary and proper has been taken by and on behalf of CORMAX with respect to authorize the authorization, execution and delivery of this Agreement, the Note and other collateral documents contemplated hereby, and such instruments and documents constitute the legal, valid and binding obligations of CORMAX, enforceable in accordance with their terms. Neither the execution and performance of this Agreement, nor the borrowing hereunder and the execution and delivery of this Amendment and the other Amendment Documents and to authorize Note or the performance issuance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and securities as collateral will not conflict with violate any provision provisions of law, statuteany order of any Court or any other agency of government, rule the Articles of Incorporation or regulation or the bylaws or partnership agreement Bylaws of BorrowerCORMAX, or of any material agreementindenture, judgmentagreement or other instrument to which CORMAX is a party or by which it is bound, license, order or permit applicable to or binding upon Borrower, be in conflict with or result in the creation a material breach of or constitute a default under any lien, charge material obligation or encumbrance upon any assets or properties of Borrower. Except for those agreement to which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party CORMAX is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsparty.

Representations and Warranties of Borrower. In order to induce Bank Majority Lenders to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The Company has heretofore made a full disclosure to Majority Lenders of its financial position, including full disclosure (either in writing or orally) of all monetary and covenant defaults to the Loan Agreement and other Loan Documents which exist on the date hereof. Furthermore, the Company hereby represents and warrants that all representations and warranties contained in Section 3 Article III of the Original Credit Loan Agreement are shall be true and correct at and as of April 2,2001, except to the time extent that the facts on which such representations and warranties are based have been changed by the extension of credit under the effectiveness hereof;Loan Agreement. (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and end thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;hereby. (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsgeneral application.

Representations and Warranties of Borrower. In order to induce Bank ------------------------------------------ each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a1) The representations and warranties contained in Section 3 Article V of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;hereof (except as such representations and warranties have been modified by the transactions contemplated herein). (b2) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and Borrower is and will continue to be duly authorized to borrow monies and to perform its obligations under the Credit Loan Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;Amendment. (c3) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or of the certificate of incorporation and bylaws or partnership agreement of Borrower, Borrower or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Borrower or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;Amendment. (d4) When duly executed and delivered, this Amendment, the Loan Agreement, and each of this Amendment and the other Amendment Documents Loan Document, as affected hereby, will be a legal and binding instrument obligation of each Restricted Person that is a party hereto and agreement of Borrower, thereto enforceable against such Restricted Person in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e5) No The audited Consolidated financial statements of Borrower dated as of December 31, 1999 fairly present the Consolidated financial position at such date of Borrower and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such date for Borrower. Copies of such financial statements have heretofore been delivered to Agent. Since December 31, 1999, no material adverse change has occurred in the financial condition or businesses business or in the consolidated Consolidated financial condition or businesses business of Borrower since the date of the most recently delivered financial statementsBorrower.

Representations and Warranties of Borrower. In order to induce Bank each Lender to enter into this Amendment, Borrower represents and warrants to Bank each Lender that: (a) The representations and warranties contained in subsections of Section 3 5.1 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is and each Subsidiary Guarantor are duly authorized to execute and deliver this Amendment and the other Amendment Documents and is are and will continue to be duly authorized to borrow monies and to perform its their respective obligations under the Credit Agreement. Borrower has and each Subsidiary Guarantor have duly taken all corporate or limited liability company action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance of the their respective obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct;. (c) The execution and delivery by Borrower and each Subsidiary Guarantor of this Amendment and the other Amendment Documents, the performance by Borrower and each Subsidiary Guarantor of its their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the bylaws certificate of incorporation, bylaws, or partnership agreement other organizational documents of BorrowerBorrower or any Subsidiary Guarantor, or of any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower or any Subsidiary Guarantor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of BorrowerBorrower or any Subsidiary Guarantor. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower or any Subsidiary Guarantor of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby;. (d) When duly executed and delivered, each of this Amendment and Amendment, the other Amendment Documents Documents, and the Credit Agreement will be a legal and binding instrument obligation of Borrower and agreement of Borrowereach Subsidiary Guarantor, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and or similar laws applying of general application relating to the enforcement of creditors' rights generally and by equitable principles of equity applying to creditors' rights generally; andgeneral application. (e) No The audited annual Consolidated financial statements of Borrower dated as of December 31, 1998 and the unaudited quarterly Consolidated financial statements of Borrower dated as of September 30, 1999 fairly present the Consolidated financial position at such dates and the Consolidated statement of operations and the changes in Consolidated financial position for the periods ending on such dates for Borrower. Copies of such financial statements have heretofore been delivered to each Lender. Since such dates no material adverse change has occurred in the financial condition or businesses or in the consolidated Consolidated financial condition or businesses of Borrower since the date Borrower. (f) No operating agreement (or other similar limited liability company agreement) has been consented to, adopted or approved by or on behalf of the most recently delivered financial statements.Mountain West, L.L.C.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, Borrower represents and warrants to Bank that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof; (b) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents to which it is a party and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate or equivalent action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents to which it is a party and to authorize the performance of the obligations of Borrower hereunder and thereunder. The Omnibus Certificate of each Borrower delivered to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment DocumentsDocuments to which it is a party, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with any provision of law, statute, rule or regulation or of the articles of incorporation and bylaws or partnership agreement of any Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents to which it is a party or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment Amendment, Credit Agreement, the Renewal Revolving Credit Note, the Assignment of Note and Liens and the other Amendment Documents will be a legal and binding instrument and agreement of Borrowereach Borrower party thereto, enforceable in accordance with its respective terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' ’ rights generally and by principles of equity applying to creditors' ’ rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statements.

Representations and Warranties of Borrower. In order to induce Bank to enter into this Amendment, The Borrower represents and warrants to Bank that:the Lenders and the Agent as set forth below. (a) The execution, delivery and performance by the Borrower of this Amendment, the New Notes, the Restated Fee Letter and the Credit Documents, as amended hereby and thereby, to which the Borrower is a party are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not (i) contravene the articles of incorporation or bylaws of the Borrower, (ii) contravene any Governmental Rule or contractual restriction binding on or affecting the Borrower or (iii) result in or require the creation or imposition of any Lien (other than any created by the Credit Documents) upon or with respect to any of the properties of the Borrower. (b) No Governmental Action is required for the due execution, delivery or performance by the Borrower of this Amendment, the New Notes, the Restated Fee Letter or any of the Credit Documents, as amended hereby or thereby, to which the Borrower is a party. (c) This Amendment, the New Notes, the Restated Fee Letter and each of the Credit Documents, as amended hereby and thereby, to which the Borrower is a party 4 constitute legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally. (d) The Security Agreement and Guarantor Security Agreement constitute valid and perfected first-priority Liens on the Collateral specified therein, enforceable against all third parties in all jurisdictions, and secure the payment of all obligations of the Borrower and THQ/Jakks, respectively, under the Credit Documents, as amended hereby, by the New Notes and by the Restated Fee Letter; and the execution, delivery and performance of this Amendment, the New Notes and the Restated Fee Letter do not adversely affect the Lien of the Security Agreement or the Guarantor Security Agreement. (e) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2001, and the related unaudited consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the 3-month fiscal period then ended, certified (subject to normal year-end audit adjustments) by the chief financial officer or chief accounting officer of the Borrower, fairly present the consolidated financial condition of the Borrower and its Subsidiaries as of such date and the consolidated results of the operations of the Borrower and its Subsidiaries for the 3-month fiscal period ended on such date, all in accordance with generally accepted accounting principles applied on a consistent basis. Since March 31, 2001 there has been no material adverse change in the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any of its Subsidiaries. The Borrower and its Subsidiaries have no material contingent liabilities except as disclosed in such financial statements or the notes thereto. (f) There is no pending or, to the knowledge of the Borrower, threatened action or proceeding affecting the Borrower or any Subsidiary before any Governmental Person or arbitrator that could reasonably be expected to have a material adverse effect on the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower or any Subsidiary or that purports to affect the legality, validity or enforceability of this Amendment, the New Notes, the Restated Fee Letter or any of the Credit Documents, as amended hereby or thereby. (g) There has been no amendment to the articles of incorporation or bylaws of the Borrower, or to the certificate of formation or operating agreement of THQ/Jakks, on or after August 31, 2000. The representations and warranties of the Credit Parties contained in Section 3 of the Original Credit Agreement Documents are true and correct at on and as of the time date hereof as though made on and as of such date. No event has occurred and is continuing, or would result from the effectiveness of this Amendment, that constitutes a Default. (h) Neither the Borrower nor THQ/Jakks has any bank account, deposit account, investment account or other such account other than (i) the three securities accounts of the effectiveness hereof;Borrower specified in Schedule 1 to the Security Agreement, (ii) the six accounts of the Borrower at UBOC specified in Schedule 2 to the Security Agreement and (iii) the one -4- 5 account of the Borrower at Wel▇▇ ▇▇rgo Bank, N.A. specified in Schedule 2 to the Security Agreement. (bi) Borrower is duly authorized to execute and deliver this Amendment and the other Amendment Documents and is and will continue to be duly authorized to borrow and to perform its obligations under the Credit Agreement. Borrower has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and the other Amendment Documents and to authorize the performance All of the obligations of Borrower hereunder Borrower's equipment and thereunder. The Omnibus Certificate of each Borrower delivered inventory are located at the places therefor specified in Schedule 3 to Bank on the date of the Original Credit Agreement remains in full force and effect, and the specimen signatures of the officers contained in the Omnibus Certificate are true and correct; (c) The execution and delivery by Borrower of this Amendment and the other Amendment Documents, the performance by Borrower of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby do not and will not conflict with any provision of law, statute, rule or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority or third party is required in connection with the execution and delivery by Borrower of this Amendment and the other Amendment Documents or to consummate the transactions contemplated hereby and thereby; (d) When duly executed and delivered, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered financial statementsSecurity Agreement.