Common use of Amendment of Credit Agreement Clause in Contracts

Amendment of Credit Agreement. The Credit Agreement is hereby amended as follows: (a) Section 2.1(a) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (b) Section 2.2(a) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall be issued hereunder after such date." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor:

Amendment of Credit Agreement. The Upon the effectiveness of this Amendment in accordance with Section 6 hereof, the Credit Agreement is hereby amended as follows: (a) Section 2.1(a) Schedule 2.01 of the Credit Agreement is hereby amended by deleting to provide that the amount of "$23,471,420" from total Revolving Commitment shall remain unchanged through the final sentence thereof and inserting Termination Date, so that the amount of "$10,389,528" Loan Parties shall not be required to pay down the Revolving Commitment but LEUCADIA shall not be required to make any new advances pursuant to the Credit Agreement; provided, however, the foregoing shall not affect or limit the Company's ability to use cash collateral in replacement thereforaccordance with Section 3(b) hereof. (b) Section 2.2(a) Upon commencement of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced chapter 11 bankruptcy cases by the amount Loan Parties (unless LEUCADIA and the Company mutually agree that commencement of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuancea chapter 11 case for a particular Loan Party is not needed), (i) LEUCADIA shall make available for use by the aggregate stated amount Loan Parties as a debtor in possession new debtor in possession financing of Letters $5 million pursuant to the terms of Credit outstanding would exceed mutually acceptable loan documents and a mutually acceptable debtor in possession borrowing order on terms no less favorable to the Letter of Credit Commitment or Company than those set forth in the Debtor in Possession Loan Agreement and the Debtor in Possession Borrowing Order attached hereto as Exhibit B and C respectively; and (ii) LEUCADIA will consent to the sum use - of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall be issued hereunder after such date." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time its cash collateral in such Permitted Investments amounts as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be are required by the Agent budget delivered to cause LEUCADIA on December __, 2003 (the Agent "Budget"), so long as the Bankruptcy Court enters its order providing LEUCADIA with adequate protection, on the terms no less favorable to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" Company than those contained in Annex 1 the form of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor:agreement attached hereto as Exhibit D.

Amendment of Credit Agreement. A. The Credit Agreement is hereby amended as follows: (a) definition of Borrowing Base in Section 2.1(a) 1.1 of the Credit Agreement is hereby amended deleted and the following is inserted in lieu thereof: BORROWING BASE shall be determined based on the most recent Borrowing Base Certificate delivered pursuant to Section 8.3(e) and shall mean the sum of clauses (A) through (F) MINUS the sum of clause (G), as follows: (A) 100% of Sold Inventory; PLUS (B) 70% of Model Inventory; PLUS (C) 60% of Unsold Building Inventory; PLUS (D) 50% of Approved Developed Lots Inventory; PLUS (E) 45% of Approved Land Under Development Inventory; PLUS (F) 40% of the Approved Land Inventory; MINUS (G) the principal amount outstanding of the Senior Notes; PROVIDED, if at any time the backlog of units is less than 125, as reflected on the most recent monthly sales and closing reports delivered pursuant to Section 8.3(a)(iv), the advance rate in clause (A) shall be automatically reduced to 90% and the advance rate in clause (D) shall be automatically reduced to 45%; PROVIDED FURTHER, in no event shall the sum of clauses (D) - (F) exceed 45% of the sum of clauses (A)-(F); and PROVIDED, FURTHER, that no property subject to a Nonrecourse Purchase Money Security Interest shall be included in clauses (A)- (F) above; PROVIDED, FURTHER, any "reserve to complete" is expressly excluded as an asset in calculating the Borrowing Base; and PROVIDED, FURTHER, in no event shall the Borrowing Base exceed 120% of the projected borrowings as set forth on the most recent Approved Cash Flow Forecast. Notwithstanding any other provision to the contrary, the parties expressly acknowledge that, for purposes of calculating the Borrowing Base, clauses (A)- (F) include only such inventory owned by deleting the amount of "$23,471,420" Loan Parties expressly excluding Zarixx Xxxional from the final sentence thereof and inserting the amount definition of "$10,389,528" in replacement thereforLoan Parties. (bB) Section 2.2(aExhibit 8.3(e) of to the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit CommitmentBORROWING BASE CERTIFICATE"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall be issued hereunder after such date." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition restated in its entirety and inserting in the following in replacement therefor:form attached hereto as Exhibit 8.3(e).

Amendment of Credit Agreement. The Credit Agreement is hereby amended as follows: (a) Section 2.1(a) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,42010,389,528" from the final sentence thereof and inserting the amount of "$10,389,5287,542,428" in replacement therefor. (b) Section 2.2(a) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate aggre- gate stated amount not to exceed $5,389,528 2,542,428 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the The LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding Outstandings plus the aggregate principal amount of all outstanding Loans would exceed $10,389,5287,542,428. The Letter of Credit Commitment shall expire on January 1August 2, 2000 and no Letters of Credit shall be issued hereunder after such date." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,42010,389,528" from the final sentence thereof and inserting the amount of "$10,389,5287,542,428" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,4205,389,528" from the first sentence thereof and inserting the amount of "$5,389,5282,542,428" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of CreditFinal Maturity Date" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor:

Amendment of Credit Agreement. The Credit Agreement is hereby amended amended, effective as of the Amendment Effective Date (as defined in Section 3), as follows: (a) Amendment of Section 2.1(a) 1.01. The definition of the Credit Agreement “Excess Cash Flow” in Section 1.01 is hereby amended by deleting the word “and” at the end of clause (b)(viii) thereof, replacing the period at the end of clause (b)(ix) thereof with “; and” and adding a new clause (b)(x) as follows: (x) The aggregate amount of "$23,471,420" from cash payments made in respect of Optional Repurchases of 10% Notes made during such Excess Cash Flow Calculation Period pursuant to Section 6.11(a)(ii)(u), other than any such payments made with the final sentence thereof and inserting the amount proceeds of "$10,389,528" in replacement thereforRevolving Loans or other Indebtedness.” (b) Amendment of Section 2.2(a) of the Credit Agreement 2.11. Section 2.11 is hereby amended by deleting such section in its entirety and inserting the following in replacement thereforadding a new paragraph (g) to read as follows: (ag) Subject In the event and on each occasion that any Optional Repurchase is made pursuant to and upon Section 6.11(a)(ii)(u), the terms and conditions herein set forthBorrower shall, Letters on the last day of Credit may be issued or become subject to this Agreement the fiscal quarter during which such Optional Repurchases were effected, prepay Term Loans in an aggregate stated amount not equal to exceed $5,389,528 (the "Letter aggregate amount of Credit Commitment"). The Letter of Credit Commitment shall be reduced by cash expenditures made during such fiscal quarter for such Optional Repurchases; provided that if the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) required prepayment when taken together with the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding other such prepayments required pursuant to this paragraph (g) that have not yet been made (the “Cumulative Amount”) is at any time greater than $20,000,000, the Borrower shall prepay Term Loans would exceed in an aggregate amount equal to the Cumulative Amount not later than the fifth Business Day after the Cumulative Amount exceeds $10,389,52820,000,000. The Letter Any prepayments of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall Term Loans pursuant to this paragraph (g) will be issued hereunder after such date." (c) Section 2.2(d) treated as mandatory prepayments for purposes of the Credit Agreement is hereby amended by deleting the amount definition of "$23,471,420" from the final sentence thereof Excess Cash Flow and inserting the amount of "$10,389,528" in replacement therefor. paragraph (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement thereforthis Section. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor:”

Amendment of Credit Agreement. The (a) Section 6.03 of the Credit Agreement is hereby amended by replacing the last sentence of such Section in its entirety with the following: The notice of the IPO pursuant to Section 6.03(f) shall be accompanied by a certificate signed by a Responsible Officer of the Parent certifying a calculation of the pro forma Consolidated Leverage Ratio as follows:of the last day of the fiscal quarter of the Parent most recently ended prior to the date of the IPO for which financial information is provided in the Form S-1 (as amended) as previously filed with the SEC in connection with the IPO, giving pro forma effect to Transaction (including the Borrowing to be made shortly after the date of the IPO in connection with the IPO Borrowing Dividend). (ab) Section 2.1(a7.06(a) of the Credit Agreement is hereby amended by deleting replacing clause (i) of such Section in its entirety with the following: (i) the Borrower may declare and make (A) a one-time Restricted Payment to Helix from and with the proceeds of its initial Revolving Credit Loans, in an amount not to exceed $100,000,000 (the “Restructuring Dividend”) and (B) a one-time Restricted Payment to CDI Prometheus Holdings, Inc. from and with the proceeds of Revolving Credit Loans made shortly after the date of the IPO, in an amount that, together with the amount of "the Restructuring Dividend, does not exceed $23,471,420" from 200,000,000 (such dividend, the final sentence thereof “IPO Borrowing Dividend”) provided that there shall be no less than $25,000,000 of availability under the Revolving Credit Facility and/or unrestricted cash on-hand of the Borrower and inserting its Subsidiaries as of the amount date of "$10,389,528" such Restricted Payment (and for purposes of this clause (B), cash on-hand will not be deemed “restricted” solely by reason of any Lien thereon or on any deposit account in replacement therefor.which it is maintained, or other restriction with respect thereto, which, in either case, is in favor of the Administrative Agent or any Lender), after giving effect to the making of such Restricted Payment and all Borrowings made and Letters of Credit issued (or deemed issued) under the Revolving Credit Facility on such date (bc) Section 2.2(a) of the The Credit Agreement is hereby amended by deleting such section in its entirety and inserting replacing Schedule 5.13 thereof with the following in replacement therefor: (a) Subject Schedule 5.13 attached hereto to and upon reflect the terms and conditions herein set forthname change of CDI Janus Holdings, Letters of Credit may be issued or become subject Inc. to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall be issued hereunder after such dateCDI Janus Holdings LLC." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor:

Amendment of Credit Agreement. The Credit Agreement shall be and is hereby amended as followsset forth below: (ai) Section 2.1(a2.08(b) of shall be deleted in its entirety, and the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" following new Section 2.08(b) shall be inserted in replacement therefor.place thereof: (b) Section 2.2(a) Borrowers shall pay to Agent for the Pro Rata account of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: (a) Subject each Lender, with respect to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any each Letter of Credit, a per annum letter of credit fee (the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the "LC Issuer shall, subject Fee") equal to the terms and conditions hereof, issue Letters greater of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment $600, or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Applicable Letter of Credit Commitment Fee Rate of the aggregate average daily Undrawn Amounts; provided, however, after the occurrence and during the continuance of an Event of Default (other than an Event of Default under Sections 7.01(g) or (h)), the LC Fee due hereunder shall expire on January 1, 2000 and no Letters equal the Applicable Letter of Credit Fee Rate plus 2% per annum of the aggregate daily Undrawn Amounts. Such LC Fee shall be issued hereunder after such datepayable in arrears for each Letter of Credit on each Quarterly Payment Date during the term of each respective Letter of Credit and on the termination thereof (whether at its stated expiry date or earlier)." (ii) Section 2.08(c) shall be deleted in its entirety, and the following new Section 2.08(c) shall be inserted in place thereof: (c) Section 2.2(dBorrowers shall pay to Agent for the account of Issuing Bank a letter of credit fee (the "LC Facility Fee") of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "with respect to each Letter of Credit Collateral deposited in equal to the product of: (i) the face amount of such Letter of Credit Collateral Account Credit, multiplied by (ii) 0.20%. Such LC Facility Fee shall be due and payable on such date as may be invested from time agreed upon by Issuing Bank and Borrowers. Borrowers shall pay to time in Issuing Bank, for its own account, transfer fees, drawing fees, modification fees, extension fees and such Permitted Investments other fees and charges as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required provided for in any LC Application Agreement or otherwise charged by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent Issuing Bank. No Lender shall be under no obligation entitled to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 portion of the Credit Agreement is hereby amended LC Facility Fees or any other fees payable by deleting such definition in its entirety and inserting the following in replacement therefor:Borrowers to Issuing Bank pursuant to this Section 2.08(c).

Amendment of Credit Agreement. The Credit Agreement is hereby amended as follows: (a) Section 2.1(a) of the Credit Agreement is hereby amended by (i) deleting the amount of "“$23,471,420" 5,000,000” from the third sentence thereof and inserting the amount of “$10,000,000” in replacement therefor and (ii) deleting the amount of “$7,542,428” from the final sentence thereof and inserting the amount of "“$10,389,528" 10,000,000” in replacement therefor. (b) Section 2.2(a) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 10,000,000 (the "“Letter of Credit Commitment"”). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons Persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of of, the Gas Contracts and Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding aggregate stated amount of Letters of Credit outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall be issued hereunder after such date10,000,000." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "“$23,471,420" 7,542,428” from the final sentence thereof and inserting the amount of "“$10,389,528" 10,000,000” in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "“$18,471,420" 2,542,428” from the first sentence thereof and inserting the amount of "“$5,389,528" 10,000,000” in replacement therefor. (e) Section 2.17(b2.13(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition section in its entirety and inserting the following in replacement thereforlieu thereof:

Amendment of Credit Agreement. The Subject to satisfaction of the of the conditions precedent set forth in Section 2 hereof, effective as of June 11, 2017 (the “Third Amendment Closing Date”), the Credit Agreement is hereby amended as follows: (a) Section 2.1(a2.01(b) of the Credit Agreement is hereby amended by deleting deleted and replaced in its entirety with the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor.following: (b) Section 2.2(aFrom and after the Third Amendment Closing Date, (x) of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following in replacement therefor: (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit all Loans outstanding immediately prior to such cancellationthe Third Amendment Closing Date and previously referred to in this Agreement as “Tranche A Loans” and “Tranche B Loans” shall be converted to a single undifferentiated tranche and shall continue to constitute Loans made under each relevant Lender’s Commitment for all purposes hereunder, termination or expirationand (y) all Borrowings shall be in the form of Loans made by each Lender on a pro rata basis in accordance with each Lender’s Applicable Percentage of the requested Borrowing. After Each of the Borrower, the Administrative Agent and the Lenders acknowledge and agree that (x) as of the day immediately preceding the Third Amendment Closing Date (the “Preceding Date”), the aggregate Loans outstanding are not held by the Lenders pro rata in accordance with their respective Applicable Percentages, (x) from and after the Third Amendment Closing Date, each of the LC Issuer shallBorrower, subject the Lenders and the Administrative Agent agree that any Lender as of the Preceding Date that holds more than its pro rata share of the Loans immediately prior to the Third Amendment Closing Date (an “Assigning Lender”) will automatically be deemed to have assigned, in accordance with the terms and conditions of Section 9.05(b) hereof, issue Letters but without the need for executing any additional documentation, including an Assignment Agreement, a portion of Credit in such forms as are acceptable its Loans, to each Lender that holds less than its pro rata share of the Loans immediately prior to the LC IssuerThird Amendment Closing Date (an “Acquiring Lender”), (y) each Acquiring Lender will purchase and acquire Loans from each Assigning Lender in favor an amount equal to an amount necessary such that each Assigning Lender and Acquiring Lender will thereupon own an amount of persons Loans equal to its Applicable Percentage of the aggregate Loans outstanding under this Credit Agreement as of the Third Amendment Closing Date (other than for purposes of clarity, as such Applicable Percentage of each Lender is being amended as a result of the Borrower or amendments to the Funding Corporation) party toCommitments of each Lender effected hereby), and pursuant (z) each such Acquiring Lender shall pay to the requirements Administrative Agent on the first Business Day following the Third Amendment Closing Date, for the account of Acceptable Fuel Management Contractseach such Assigning Lender, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit as shall be issued hereunder after necessary to reflect the assignment to it of such dateportion of such Assigning Lender’s Loans." (c) Section 2.2(d) of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement therefor:”

Amendment of Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 of this Amendment, hereby amended as follows: (a) Section 1.01 of the Credit Agreement is hereby amended as follows: (i) By amending clause (a) Section 2.1(a) of the Credit Agreement is hereby amended by deleting definition of “Applicable Margin” to (A) delete the amount of "$23,471,420" from reference to “1.00%” and insert “1.25%” in its place, (B) delete the final sentence thereof reference to “2.00%” and inserting insert “2.25%” in its place and (C) add the amount of "$10,389,528" following new clause (iii) after the word “and” in replacement therefor.clause (ii) thereof: (biii) in the event that the Consolidated Leverage Ratio as set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 2.2(a6.02(b) is less than or equal to 4.0:1, (x) in the case of Base Rate Loans, 1.00% and (y) in the Credit Agreement is hereby amended by deleting such section case of Eurodollar Rate Loans, 2.00%; and” (ii) By amending the definition of “Consolidated Funded Indebtedness” to (A) delete the phrase “letters of credit (including standby and commercial) in excess of $3,825,000,” in clause (c) thereof in its entirety and inserting (B) add the following in replacement therefor: (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall be issued hereunder after such date." new clause (c) Section 2.2(dafter the word “hereof” and before the period in the last line thereof: “or (c) under letters of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement thereforcredit”. (diii) Section 2.4(cBy amending the definition of “Consolidated EBITDA” to (A) delete the “and” before clause (viii) thereof and add the following new clause (ix) thereto: “and (ix) any purchase accounting adjustments and adjustments for synergies resulting from the acquisition of the Credit Agreement is hereby amended by deleting Acquired Assets as specifically set forth on Schedule IV hereto.” and (B) add the following sentence at the end of such definition: “For the purposes of any calculations required pursuant to Sections 7.10(a) and (b), Consolidated EBITDA for each fiscal quarter or period set forth on Schedule IV hereto shall be deemed to be the applicable amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement thereforspecified for such fiscal quarter on such Schedule.” (eiv) Section 2.17(b) is hereby amended by deleting By amending the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained “Initial Term B Loans” to read in Annex 1 of the Credit Agreement is hereby amended by deleting such definition in its entirety and inserting the following in replacement thereforfull as follows:

Amendment of Credit Agreement. (a) The definition of Certain Fixed Charges in Section 1.1 of the Credit Agreement [Certain Definitions] is hereby amended as follows:by inserting the following immediately before the end of the definition: "plus (iii) all stock repurchase payments made pursuant to Section 8.2(i)(iv)." (ab) Section 2.1(a8.2(i)(ii) of the Credit Agreement [Dividends and Related Distributions] is hereby amended by deleting inserting immediately before the amount beginning of such clause the following: "$23,471,420" from the final sentence thereof and inserting the amount in addition to repurchases of Unpledged Shares permitted pursuant to Section 8.2(i)(iv) below,"$10,389,528" in replacement therefor. (bc) Section 2.2(a8.2 (i)(iv) of the Credit Agreement [Dividends and Related Distributions] is hereby amended by deleting such section in its entirety and inserting the following in replacement thereforlieu thereof: (aiv) Subject to during the Borrower's fiscal year 1998 and upon thereafter, so long as (A) no Event of Default or Potential Default has occurred and is continuing, and (B) the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement Borrower is in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"compliance with Section 8.2(a). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor the case of persons both clauses (other than the Borrower or the Funding CorporationA) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, (B) after giving effect to any such issuancedividend or stock repurchase payment, the Borrower may (i1) make dividend payments with respect to the aggregate stated Common Shares and in an amount not to exceed, and (2) in addition to repurchases of Letters Unpledged Shares permitted pursuant to Section 8.2(i)(ii) above, repurchase Unpledged Shares for an amount not to exceed, in any fiscal year on a cumulative basis for clauses (1) and (2), $20,000,000 plus 50% of Credit outstanding would exceed the Letter any net income (or minus 100% of Credit Commitment or (iiany net loss) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on Borrower and its Subsidiaries from January 1, 2000 and no Letters 1998 through the date of Credit shall be issued hereunder after such datepayment." (cd) Section 2.2(d3(B)(ii) of Exhibit L [Form of Compliance Certificate] to the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition deleted in its entirety and inserting the following is inserted in replacement thereforlieu thereof:

Amendment of Credit Agreement. (a) The definition of “Revolving Credit Expiration Date” in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and the following is inserted in lieu thereof: Revolving Credit Expiration Date shall mean January 18, 2004 (which is the date 364 days after the effective date of Amendment No. 2 to Second Amended and Restated Credit Agreement among the Borrower, the Banks and the Agent) or such later date as determined pursuant to Section 2.13(a). (b) Section 8.2(g) [Guaranties] of the Credit Agreement is hereby amended by inserting the following immediately before the end of the sentence: and (iii) the Guaranty dated January 1, 2000 by the Borrower in favor of 40th Associates pursuant to which the Borrower guarantees that certain lease dated October 9, 1998 between InvestLink Technologies, Inc., as follows:lessee, and 40th Associates, as lessor, of commercial space located at 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX at an annual rent of approximately $225,000 and with a term expiring December 31, 2008. (ac) Section 2.1(a8.2(i) [Dividends and Related Distributions] of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof clause (iv) in its entirety and inserting the following in lieu thereof: (iv) during the Borrower’s fiscal year 2003 and thereafter, so long as (A) no Event of Default or Potential Default has occurred and is continuing, and (B) the Borrower is in compliance with Section 8.2(a), in the case of both clauses (A) and (B) after giving effect to any such dividend or stock repurchase payment, the Borrower may (1) make dividend payments with respect to the Common Shares and in an amount not to exceed, and (2) in addition to repurchases of "$10,389,528" Class B Shares permitted pursuant to Section 8.2(i)(ii) above, repurchase Class B Shares for an amount not to exceed, in replacement thereforany fiscal year on a cumulative basis for clauses (1) and (2), 50% of any net income (or minus 100% of any net loss) of the Borrower and its Subsidiaries from January 1, 2000 through the date of payment. (bd) Section 2.2(a8.2(j) [Liquidations, Mergers, Consolidations and Acquisitions] of the Credit Agreement is hereby amended by deleting such section in its entirety and inserting the following sentence at the end of such section: The parties expressly acknowledge that Section 8.2(j) does not restrict the acquisition of assets by a Fund in replacement therefor:the ordinary course of business where no liabilities are assumed by the Fund and the acquisition price consists of trailer payments based on average net assets in the Fund from time to time but in no event more than the Fund Fees received by any of the Companies and such fees are paid out of the Fund itself or by any of the Companies in accordance with normal business practices. (a) Subject to and upon the terms and conditions herein set forth, Letters of Credit may be issued or become subject to this Agreement in an aggregate stated amount not to exceed $5,389,528 (the "Letter of Credit Commitment"). The Letter of Credit Commitment shall be reduced by the amount of any Drawing under any Letter of Credit. Upon the cancellation, termination or expiration of any Letter of Credit, the Letter of Credit Commitment shall be reduced by the amount available to be drawn under such Letter of Credit immediately prior to such cancellation, termination or expiration. After the Closing Date, the LC Issuer shall, subject to the terms and conditions hereof, issue Letters of Credit in such forms as are acceptable to the LC Issuer, in favor of persons (other than the Borrower or the Funding Corporation) party to, and pursuant to the requirements of Acceptable Fuel Management Contracts, and TransCanada. No Letter of Credit may be issued if, after giving effect to such issuance, (i) the aggregate stated amount of Letters of Credit outstanding would exceed the Letter of Credit Commitment or (ii) the sum of the LC Outstanding plus the aggregate principal amount of all outstanding Loans would exceed $10,389,528. The Letter of Credit Commitment shall expire on January 1, 2000 and no Letters of Credit shall be issued hereunder after such date." (ce) Section 2.2(d8.3(g) [Certain Events] of the Credit Agreement is hereby amended by deleting the amount of "$23,471,420" from the final sentence thereof and inserting the amount of "$10,389,528" in replacement therefor. (d) Section 2.4(c) of the Credit Agreement is hereby amended by deleting the amount of "$18,471,420" from the first sentence thereof and inserting the amount of "$5,389,528" in replacement therefor. (e) Section 2.17(b) is hereby amended by deleting the final sentence thereof and inserting the following in replacement therefor: "Letter of Credit Collateral deposited in the Letter of Credit Collateral Account may be invested from time to time in such Permitted Investments as the Agent shall determine, solely to the extent the Borrower and financial institutions reasonably acceptable to the Agent that may hold such Permitted Investments or act as securities intermediaries with respect thereto shall have executed such account control agreements and other documents that may be required by the Agent to cause the Agent to have a valid, perfected, first priority security interest in such Permitted Investments; provided that the Agent shall be under no obligation to make any such investments." (f) The definition of "Letters of Credit" contained in Annex 1 of the Credit Agreement is hereby amended by deleting such definition deleted in its entirety and inserting the following is inserted in replacement thereforlieu thereof: