0001047469-03-030776 Sample Contracts

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2003 • Hia Inc • Wholesale-machinery, equipment & supplies

This First Amendment to Second Amended and Restated Credit Agreement (the "Agreement") is made between Norwest Bank Colorado, National Association (the "Bank"), and CPS Distributors, Inc., Water Systems, Inc., and Western Pipe Supply Co., Inc. (collectively, the "Borrower"). This Amendment is dated effective as of April 13, 2000, but is retroactive to May 24, 1999.

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SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2003 • Hia Inc • Wholesale-machinery, equipment & supplies

This Amendment, dated as of June , 2003, is made by and among CPS DISTRIBUTORS, INC., a Colorado corporation, WATER SYSTEMS, INC., a Wyoming corporation, and WESTERN PIPE SUPPLY CO., INC., a Colorado corporation (referred to herein collectively as the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Lender"), successor to Wells Fargo Bank West, National Association, formerly known as Norwest Bank Colorado, National Association.

SHAREHOLDERS AGREEMENT IN EVENT OF SHAREHOLDER DEATH
Shareholders Agreement • September 15th, 2003 • Hia Inc • Wholesale-machinery, equipment & supplies • Colorado

This Shareholders Agreement (this "Agreement") dated May 23, 2001 is by and among HIA, Inc. (the "Company") and Carl J. Bentley, Alan C. Bergold and Don Champlin (collectively, the "Shareholders" and each individually a "Shareholder").

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2003 • Hia Inc • Wholesale-machinery, equipment & supplies

This Third Amendment to Second Amended and Restated Credit and Security Agreement, dated as of December 12, 2000, is made by and among CPS DISTRIBUTORS, INC., a Colorado corporation, WATER SYSTEMS, INC., a Wyoming corporation, and WESTERN PIPE SUPPLY CO., INC., a Colorado corporation (referred to herein collectively as, the "Borrower"), and WELLS FARGO BANK WEST, NATIONAL ASSOCIATION, a national banking association formerly known as Norwest Bank Colorado, National Association (the "Lender").

FOURTH AMENDMENT AND WAIVER TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2003 • Hia Inc • Wholesale-machinery, equipment & supplies • Colorado

This Forth Amendment to Second Amended and Restated Credit Agreement, dated as of June 12, 2001, is made by and among CPS DISTRIBUTORS, INC., a Colorado corporation, WATER SYSTEMS, INC., a Wyoming corporation, and WESTERN PIPE SUPPLY CO., INC., a Colorado corporation (referred to herein collectively as, the "Borrower") WELLS FARGO BANK WEST, NATIONAL ASSOCIATION, a national banking association formerly known as Norwest Bank Colorado, National Association (the "Lender").

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2003 • Hia Inc • Wholesale-machinery, equipment & supplies

This Second Amendment to Second Amended and Restated Credit and Security Agreement, dated as of July 31, 2000, is made by and among CPS DISTRIBUTORS, INC., a Colorado corporation, WATER SYSTEMS, INC., a Wyoming corporation, and WESTERN PIPE SUPPLY CO., INC., a Colorado corporation (referred to herein collectively as, the "Borrower"), and WELLS FARGO BANK WEST, NATIONAL ASSOCIATION, a national banking association formerly known as Norwest Bank Colorado, National Association (the "Lender").

FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • September 15th, 2003 • Hia Inc • Wholesale-machinery, equipment & supplies

This Amendment, dated as of August 15, 2002, is made by and among CPS DISTRIBUTORS, INC., a Colorado corporation, WATER SYSTEMS, INC., a Wyoming corporation, and WESTERN PIPE SUPPLY CO., INC., a Colorado corporation (referred to herein collectively as the "Borrower"), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the "Lender"), successor to Wells Fargo Bank West, National Association, formerly known as Norwest Bank Colorado, National Association.

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