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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 induce Bank to enter into this AmendmentThe Borrower represents, Borrower represents warrants and warrants to Bank agrees that: 5.1 Borrower owns all right title and interest in and to the Collateral, free of all liens, security interests, encumbrances and claims whatsoever, except for Permitted Liens. 5.2 Borrower has the full power and authority to, and does hereby grant and convey to the Lender, a perfected security interest (awhen the requisite financing statements are properly filed) The representations in the Collateral as security for the Secured Obligations, free of all liens, security interests, encumbrances and warranties contained claims, other than Permitted Liens and shall execute such Uniform Commercial Code financing statements in Section 3 connection herewith as the Lender may reasonably request. Except for Permitted Liens, no other lien, security interest, adverse claim or encumbrance has been created by Borrower or is known by Borrower to exist with respect to any Collateral. 5.3 Borrower is a corporation duly organized, legally existing and in good standing under the laws of the Original Credit Agreement are true State of California, 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. 5.4 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, have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (b) Borrower is individual or individuals executing the Loan Documents were duly authorized to execute do so; and deliver this Amendment the Loan Documents constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the enforcement of the rights of creditors. 5.5 This Agreement 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 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 violate any provision provisions of Borrower's Articles 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 any assets the Collateral, other than those created by this Agreement. 5.6 The execution, delivery and performance of this Agreement and the other Loan Documents do not require the consent or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order approval of any court other person or entity including, without limitation, any regulatory authority or governmental body of the United States or any state thereof or any political subdivision of the United States or any state thereof. 5.7 No event which has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 5.8 No fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute a material default under the Senior Loan Documents. (a) There are no actions, suits or proceedings at law or in equity or by or before any governmental authority now pending or, to the knowledge of the Borrower, threatened against or third affecting the Borrower or any business, property or rights of the Borrower (i) which involve any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, result in a Material Adverse Effect. (b) The Borrower is not in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any governmental authority, where such violation or default could result in a Material Adverse Effect. (a) The Borrower is not a party to any agreement or instrument or subject to any corporate restriction that has resulted or could result in a Material Adverse Effect. (b) The Borrower is required not in default in any manner under any provision of any indenture or other agreement or instrument evidencing indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default could result in a Material Adverse Effect. 5.11 No information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Lender in connection with the execution and delivery by Borrower negotiation of this Amendment and any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the other Amendment Documents statements therein, in the light of the circumstances under which they were, are 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 Borrowermade, 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 statementsnot misleading.

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 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 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;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, 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 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 financial condition or businesses of Borrower since except for changes in oil and gas prices that affect the industry in which Borrower operates. (f) Set forth on the signature pages to this Amendment is each Lender's Percentage Share and share of the Maximum Loan Amount in effect as of the date of the most recently delivered financial statementsthis Amendment.

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 failure to be qualified would have a Material Adverse Effect. 4.4 Borrower's execution, delivery and as 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 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 to enter into this AmendmentThe Borrower represents, Borrower represents warrants and warrants to Bank agrees that: (a) The representations 5.1 Borrower owns all right title and warranties contained interest in Section 3 and to the Collateral, free of all liens, security interests, encumbrances and claims whatsoever, except for Permitted Liens. 5.2 Borrower has the full power and authority to, and does hereby grant and convey to the Lender, a 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 for Permitted Liens, no other lien, security interest, adverse claim or encumbrance has been created by Borrower or is known by Borrower to exist with respect to any Collateral. 5.3 Borrower is a corporation duly organized, legally existing and in good standing under the laws of the Original Credit Agreement are true State of California, 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. 5.4 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, have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (b) Borrower is individual or individuals executing the Loan Documents were duly authorized to execute do so; and deliver this Amendment the Loan Documents constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization or other similar laws generally affecting the enforcement of the rights of creditors. 5.5 This Agreement 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 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 violate any provision provisions of Borrower's [Articles/Certificate of Incorporation], bylaws or any material contract or 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 any assets the Collateral, other than those created by this Agreement. 5.6 The execution, delivery and performance of this Agreement and the other Loan Documents do not require the consent or properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order approval of any court other person or entity including, without limitation, any regulatory authority or governmental body of the United States or any state thereof or any political subdivision of the United States or any state thereof. 5.7 No event which has had or could reasonably be expected to have a Material Adverse Effect has occurred and is continuing. 5.8 No fact or condition exists that would (or would, with the passage of time, the giving of notice, or both) constitute a material default under the Senior Loan Documents. (a) There are no actions, suits or proceedings at law or in equity or by or before any governmental authority now pending or, to the knowledge of the Borrower, threatened against or third affecting the Borrower or any business, property or rights of the Borrower (i) which involve any Loan Document or (ii) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, is reasonably likely to individually or in the aggregate, result in a Material Adverse Effect. (b) The Borrower is not in violation of any law, rule or regulation, or in default with respect to any judgment, writ, injunction or decree of any governmental authority, where such violation or default is reasonably likely to result in a Material Adverse Effect. (a) The Borrower is not a party to any agreement or instrument or subject to any corporate restriction that is required reasonably likely to or has resulted in a Material Adverse Effect. (b) The Borrower is not in default in any manner under any provision of any indenture or other agreement or instrument evidencing indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such default is reasonably likely to result in a Material Adverse Effect. 5.11 No information, report, financial statement, exhibit or schedule furnished by or on behalf of the Borrower to the Lender in connection with the execution and delivery by Borrower negotiation of this Amendment and any Loan Document or included therein or delivered pursuant thereto contained, contains or will contain any material misstatement of fact or omitted, omits or will omit to state any material fact necessary to make the other Amendment Documents statements therein, in the light of the circumstances under which they were, are 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 Borrowermade, 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 statementsnot materially misleading.

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 Lender to enter into this Amendment, Borrower represents and warrants to Bank 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;hereof as if made at such time. (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 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 Amendment, the Credit 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 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 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 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 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 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 June 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 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 Lender to enter into this Amendment, Borrower each Obligor represents and warrants to Bank 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 Each Obligor 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 and to perform its obligations under the Credit Agreement. Borrower Each Obligor 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 each Obligor of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower each Obligor 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, as appropriate, of incorporation and bylaws or partnership agreement of Borrowereach Obligor, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrowereach Obligor, or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrowerany Obligor. 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 Obligor 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 Amendment, the Note and the other Amendment Documents Credit Agreement will be a legal and binding instrument and agreement of Borrowereach Obligor, 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 Aviva Petroleum dated as of December 31, 1995 fairly present its Consolidated financial position at such date and its Consolidated results of operations and Consolidated cash flows for the period ending on such date. 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 statementsObligors.

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 (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 To induce Bank the Banks and Agent to enter into this Second Amendment, Borrower represents and warrants Parent hereby represent and warrant to Bank thatAgent as follows: (a) The representations Each representation and warranties warranty of Borrower and Parent contained in Section 3 of the Original Credit Agreement are and the other Loan Papers is true and correct at on the date hereof and as of will be true and correct after giving effect to the time of the effectiveness amendments set forth in Section 1 hereof;. (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 and the other Amendment Documents, the performance by Borrower and Parent of its obligations hereunder this Second Amendment are within the Borrower's and thereunder Parent's corporate powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and the consummation of the transactions contemplated hereby do not and will not conflict with violate or constitute a default under any provision of law, statute, rule applicable law or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or Material Agreement binding upon Borrower, the Subsidiaries of Borrower or the Parent or result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the assets of Borrower or properties the Subsidiaries of Borrower. Except for those which have been duly obtained, no consent, approval, authorization Borrower or order the Parent except Permitted Encumbrances. (c) This Second Amendment constitutes the valid and binding obligations 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, Parent enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency and or similar laws applying to creditors' affecting creditor's rights generally generally, and (ii) the availability of equitable remedies may be limited by equitable principles of equity applying to creditors' rights generally; andgeneral application. (ed) No material adverse change has occurred in Borrower and Parent have no defenses to payment, counterclaim or rights of set-off with respect to the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since Obligations existing on the date of the most recently delivered financial statementshereof.

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, other than liens set forth in Schedule A hereto. 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 any assets 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 properties of Borrower. Except for those which have been duly obtained, no consent, approval, authorization or order approval of any court other person or entity including, without limitation, any regulatory authority or governmental authority body of the United States or third party 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 in connection with the execution to file and delivery by Borrower of this Amendment and the other Amendment Documents has duly paid 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 fully reserved in accordance with its termsgenerally accepted accounting principals ("GAAP") for all taxes or installments thereof (including any interest or penalties) as and when due, except as limited which have or may become due pursuant to such returns or pursuant to any assessment received by bankruptcyBorrower for the three (3) years preceding the Closing Date, insolvency and similar laws applying to creditors' rights generally if any (including any taxes being contested in 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 Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 subsections 4.1, 4.2, 4.4, 4.6 and 4.27 of Article 4 of the Original Credit Agreement are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is Borrower, COG and CDI are each duly authorized to execute and deliver this Amendment and the other Amendment Documents Documents, and Borrower 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 Borrower, COG 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 CDI have 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;duly (c) The execution and delivery by Borrower Borrower, COG and CDI of this Amendment and the other Amendment DocumentsDocuments (to which each is a party), the performance by Borrower Borrower, COG and CDI of its their respective obligations hereunder and thereunder 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, COG or CDI, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, COG or CDI, or result in the creation of any lien, charge or encumbrance (other than those in favor of Lender) upon any assets or properties of Borrower, COG or CDI. 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 Borrower, COG and CDI 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 Credit Agreement and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, COG and CDI, 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 Lender to enter into this Second Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 7 of the Original Credit Agreement Agreement, as amended by this Second Amendment, are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Second 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 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 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;hereby. (d) When duly executed and delivered, each of this Second 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 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 April 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 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 to enter into this Amendment, except as set forth on Annex A hereto, 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 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, 2002, 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, 2001, 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 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 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 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 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 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, 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 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 authorizationor 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 Amendmentwill 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 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 Original 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 such 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 such 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 such Borrower, or of any material agreement, judgment, license, order or permit applicable to or binding upon such Borrower, or result in the creation of any lien, charge or encumbrance upon any assets or properties of such 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 either 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 or similar laws applying to creditors' rights generally and by principles of equity applying to creditors' rights generally; and (e) No The draft of audited annual Consolidated financial statements of Borrower dated as of December 31, 2002 and the unaudited quarterly Consolidated financial statements of Borrower dated as of March 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 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 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, as amended, or bylaws or partnership agreement of Borrower, as amended, 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 thereof. Copies of the most recently such financial statements have heretofore been delivered financial statementsto Administrative Agent. Since such dates no Material Adverse Change has occurred.

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 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 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 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 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 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 Lender to enter into this Third Amendment, Borrower represents and warrants to Bank Lender that: (a) The representations and warranties contained in Section 3 of the Original Credit Agreement Agreement, as amended by this Third Amendment, are true and correct at and as of the time of the effectiveness hereof;. (b) Borrower is duly authorized to execute and deliver this Third 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 Third 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 DocumentsThird 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 Third 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 Third 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 To induce Bank the Banks and Agent to enter into this Third Amendment, Borrower represents and warrants Parent hereby represent and warrant to Bank thatAgent as follows: (a) The representations Each representation and warranties warranty of Borrower and Parent contained in Section 3 of the Original Credit Agreement are and the other Loan Papers is true and correct at on the date hereof and as of will be true and correct after giving effect to the time of the effectiveness amendments set forth in Section 1 hereof;. (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 and the other Amendment Documents, the performance by Borrower and Parent of its obligations hereunder this Third Amendment are within the Borrower's and thereunder Parent's corporate powers, have been duly authorized by necessary action, require no action by or in respect of, or filing with, any governmental body, agency or official and the consummation of the transactions contemplated hereby do not and will not conflict with violate or constitute a default under any provision of law, statute, rule applicable law or regulation or the bylaws or partnership agreement of Borrower, or of any material agreement, judgment, license, order or permit applicable to or Material Agreement binding upon Borrower, the Subsidiaries of Borrower or the Parent or result in the creation or imposition of any lien, charge or encumbrance Lien upon any of the assets of Borrower or properties the Subsidiaries of Borrower. Except for those which have been duly obtained, no consent, approval, authorization Borrower or order the Parent except Permitted Encumbrances. (c) This Third Amendment constitutes the valid and binding obligations 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, Parent enforceable in accordance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency and or similar laws applying to creditors' affecting creditor's rights generally generally, and (ii) the availability of equitable remedies may be limited by equitable principles of equity applying general application. (d) Borrower and Parent have no defenses to creditors' payment, counterclaim or rights generally; andof set-off with respect to the Obligations existing on the date hereof. (e) No material adverse change has occurred in Parent and Borrower will take the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since the date of the most recently delivered Write Down on their June 30, 1998 financial statements, and if they do not do so, this Third Amendment will be rendered null and void and of no further force or effect.

Representations and Warranties of Borrower. In order to induce Bank Agent and Noteholder to enter into this Amendment, Borrower represents and warrants to Bank Agent and Noteholder 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 Each of Borrower, Parent and Inland Refining is duly authorized to execute and deliver this Amendment and the other documents listed in Sections 3.1(iv), (v), (vi) and (vii) (collectively, with this Amendment, the "Amendment Documents 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 AgreementAmended Agreement and the other Amendment Documents. Borrower Each of Borrower, Parent and Inland Refining 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 Borrower, Parent and Inland Refining 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 of Borrower, Parent and Inland Refining of this Amendment and the other Amendment DocumentsDocuments to which it is a party, the performance by Borrower each of Borrower, Parent and Inland Refining 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, Parent or Inland Refining, or of any material agreement, judgment, license, order or permit applicable to or binding upon Borrower, Parent or Inland Refining or result in the creation of any lien, charge or encumbrance upon any assets or properties of Borrower, Parent or Inland Refining. 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 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 October 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 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 each 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 Consolidated financial statements of Borrower dated as of September 30, 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 September 30, 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 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 on and as of the time date hereof, except to the extent that such representation or warranty was made as of a specific date or updated, modified or supplemented as of a subsequent date with the effectiveness hereof;consent of Required Lenders and Administrative Agent, in which cases such representations and warranties shall have been true and correct in all material respects on and 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 do not and will not (a) conflict with (i) any provision Law, (ii) the articles of law, statute, rule or regulation or the incorporation and bylaws or partnership agreement of Borrower, or of (iii) any material agreement, judgment, license, order or permit applicable to or binding upon BorrowerBorrower in any material respect, or (b) 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 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, 2008 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 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 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, , all of which is and will be free and clear of any liens, charges, encumbrances and exclusive licenses, except (i) those in favor of Secured Party; (ii) the rights of certain former shareholder of Borrower pursuant to the Agreement and Plan of Merger dated October 8, 1996; and (iii) 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 g. No effective security agreement, financing statement, equivalent security or 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 financial condition or businesses or Intellectual Property Collateral in which a security interest may be perfected under the consolidated financial condition or businesses of Borrower since 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 to enter into this Amendment, Borrower represents and warrants that, to Bank thatthe best of its knowledge: (a) The representations and warranties contained in Section 3 On the date of delivery to Lender of the Original Credit Agreement are true Collateral described herein, no party other than Borrower and correct at Lender will have any right, title or interest in and as of to the time of the effectiveness hereof;Collateral. (b) Borrower is duly authorized to execute has, 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 delivery to Lender of any Collateral will continue to have, full power, authority and legal right to own the Original Credit Agreement remains in full force Collateral and effect, and the specimen signatures to pledge all of the officers contained right, title and interest of Borrower in and to the Omnibus Certificate are true and correct;Collateral. (c) The execution This Agreement has been duly authorized, executed and delivery delivered by Borrower of this Amendment and the other Amendment Documentsconstitutes a legal, 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 valid and binding instrument and agreement obligation of Borrower, enforceable in accordance with its terms. (d) No consent of any other party (including, except as limited without limitation, creditors of Borrower) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by bankruptcyBorrower in connection with the execution, insolvency and similar laws applying to creditors' rights generally and by principles delivery or performance of equity applying to creditors' rights generally; andthis Agreement. (e) No The execution, delivery and performance of this Agreement will not violate or conflict with any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of any material adverse change has occurred mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Borrower is a party or which purports to be binding upon Borrower or upon its assets and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Borrower except as contemplated by this Agreement. (f) The pledge, assignment and delivery of the Collateral pursuant to this Agreement will create a valid first lien on and a first perfected security interest in, all right, title or interest of Borrower in or to the Collateral, and the proceeds thereof, subject to no prior pledge, lien, mortgage, hypothecation, security interest, charge, option or encumbrance or to any agreement purporting to grant to any third party a security interest in the property or assets of Borrower which would include, without limitation, the Collateral. (g) Borrower has, and at all times shall have obtained, all permits, licenses, exemptions, and approvals necessary to own the Collateral, and shall maintain compliance with all governmental requirements applicable to the Collateral and the making of the Borrower Loan and all other applicable statues, laws, regulations and ordinances necessary for the transaction of Borrower's business. (h) All financial statements and information heretofore delivered to Lender by Borrower with respect to the Collateral, the financial condition or businesses or in the consolidated financial condition or businesses of Borrower since and, to the date best of Borrower's knowledge, the Property fairly and accurately represent the subject thereof and have been prepared (except as noted therein) in accordance with generally accepted accounting principles consistently applied. Borrower acknowledges and agrees that Lender may request and obtain additional information from third parties regarding any of the most recently above, including, without limitation, credit reports of Borrower. (i) To the best of Borrower's knowledge, all reports, documents, instruments, information and forms of evidence delivered financial statementsto Lender concerning the Loan, Collateral, the Property or otherwise required by the Loan Documents are accurate, correct and sufficiently complete to give Lender true and accurate knowledge of their subject matter, and do not contain any material misrepresentation or omission. (j) Borrower has filed all required federal, state, county and municipal tax returns and has paid all taxes and assessments owed and payable, and Borrower has no knowledge of any basis for any additional payment with respect to any such taxes and assessments. (k) Borrower is familiar with and in compliance with all governmental requirements for the ownership of the Collateral and the making of the Borrower Loan and will conform to and comply with all governmental requirements applicable thereto.

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 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 ------------------------------------------- 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 fights 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 September 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 September 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 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 June 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 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 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 to enter into this AmendmentThe Borrower represents, Borrower represents warrants and warrants to Bank agrees that: (a) The representations 4.1 Borrower owns all right title and warranties contained interest in Section 3 and to 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 grant and convey to the 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 or is known by Borrower to exist with respect to any Collateral. 4.3 Borrower is a corporation duly organized, legally existing and in 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 except where the failure to be qualified could reasonably be expected to have a Material Adverse Effect. 4.4 Borrower's execution, delivery and as 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 Certificate of Incorporation, bylaws or any material 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 an "event of default" as defined under the Senior Loan Documents 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 Agent to enter into this AmendmentAmendment on behalf of Majority Lenders, 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;2007 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 2007 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;2007 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 September 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 September 30, 1996 for Borrower. 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 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 2007 Senior Subordinated Notes and the 1997 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 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 are true and correct at and as of the time of the effectiveness hereof;, except to the extent that such representation and warranty was made as of a specific date. (b) Borrower is duly authorized to execute and deliver this Amendment 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 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 Borrower of this Amendment and the other Amendment DocumentsAmendment, the performance by Borrower it of its 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 any Law 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 Lien upon any assets or properties of Borrower, except in favor of Administrative Agent and other Permitted Liens. Except for those which have been duly obtained, no consent, approval, authorization or order of any court or governmental authority Tribunal 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 each of the other Amendment Documents Loan Documents, as amended hereby, will be a legal and binding instrument and agreement of Borrower, enforceable in accordance with its terms, except (subject, as limited by to enforcement of remedies, to applicable bankruptcy, insolvency and similar laws applying to creditors' rights generally and by principles of equity applying applicable 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 Agent to enter into this Amendment, Borrower represents and warrants as of the date on which this Amendment becomes effective 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;hereof and after giving effect to the Stock Purchase Agreement. (b) Borrower Each Restricted Person 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 Agreement. Borrower is duly authorized to execute and deliver the Stock Purchase Agreement. Each Restricted Person 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 obligations of Borrower it hereunder and thereunder. The Omnibus Certificate of each Borrower delivered has duly taken all corporate action necessary to Bank on authorize the date execution and delivery of the Original Credit Stock Purchase Agreement remains in full force and effect, and to authorize the specimen signatures performance of the officers contained in the Omnibus Certificate are true and correct;obligations of it thereunder. (c) The execution and delivery by (i) Borrower of this the Stock Purchase Agreement and (ii) each Restricted Person of the Amendment and the other Amendment DocumentsDocuments to which it is a party, the performance by Borrower each Restricted Person of its obligations hereunder and thereunder 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 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 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 (i) Borrower of this Amendment and the other Stock Purchase Agreement or (ii) each Restricted Person of the 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 the Stock Purchase Agreement and each Loan Document, as amended by the Amendment and the other Amendment Documents Documents, will be a legal and binding instrument and agreement of Borrowereach Restricted Person that 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 The audited annual financial statements of Borrower dated as of March 31, 1999, and the unaudited quarterly financial statements of Borrower dated December 31, 1999 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, 1999, no material adverse change has occurred in the financial condition or businesses or of Borrower. (f) Each condition precedent to the effectiveness of the Stock Purchase Agreement has occurred and the acquisition by Borrower of all of the issued and outstanding capital stock of PEI pursuant to the Stock Purchase Agreement has occurred. (g) Each representation and warranty made by Borrower with respect to itself, PEI, and Borrower's other Subsidiaries in the consolidated financial condition or businesses of Borrower since the date Stock Purchase Agreement is true and correct at and as of the most recently delivered financial statementseffectiveness hereof.

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 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 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 and other than the Permitted Liens, 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 California, 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 Excluded Agreements have been duly authorized by all necessary corporate action of Borrower, the effectiveness hereof; (b) Borrower is individual or individuals executing the Loan Documents and the Excluded Agreements were duly authorized to execute and deliver this Amendment do so; and the other Amendment Loan Documents and is the Excluded Agreements 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; (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 Excluded Agreements 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 Excluded Agreements 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; (d) When duly executed and deliveredClosing Date, each of this Amendment and the other Amendment Documents will be a legal and binding instrument and agreement of Borrower, enforceable if any(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 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: (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 hereby represents and warrants to Bank thatFoothill as follows: (a) The representations the execution, delivery and warranties contained performance by Borrower of this Amendment have been duly authorized by all necessary corporate action of Borrower and do not and will not require any registration with, consent or approval of, notice to or action by, any Person in Section 3 of the Original Credit Agreement are true order to be effective and correct at and as of the time of the effectiveness hereofenforceable; (b) the execution, delivery and performance by 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 will not violate the articles of incorporation, bylaws or any other Amendment Documents and agreement to authorize which Borrower is a party or by which the performance of the obligations property 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 correctmay be bound; (c) The execution the Loan and delivery Security Agreement, as amended by Borrower of this Amendment and Amendment, constitutes the other Amendment Documentslegal, 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 valid and binding instrument and agreement obligation of Borrower, enforceable against Borrower in accordance with its terms, without defense, counterclaim or offset; (d) the representations and warranties contained in the Loan and Security Agreement (as amended by this Amendment) and each other Loan Document are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties relate to only a prior specified date; (e) Borrower is in full compliance with all covenants and agreements contained in the Loan and Security Agreement, as limited amended by bankruptcythis Amendment, insolvency and similar laws applying to creditors' rights generally all such covenants and by principles of equity applying to creditors' rights generallyagreements are, and shall remain, in full force and effect; and (ef) No material adverse change has occurred in the financial condition or businesses or in the consolidated financial condition or businesses no Default of Borrower since Event of Default is continuing as of the date hereof, nor shall any Default or Event of Default occur as a result of the most recently delivered financial statementsexecution and delivery hereof, or the Borrower's performance of the obligations herein or under the Loan and Security Agreement, as amended hereby.

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.