AMENDMENT NO. 1

AMENDMENT XX. 0

          XXXXXXXXX XX. 0 dated as of May 4, 2007 between XXXXXX XXXXXXX LLC, XXXXXX XXXXXXX INC., XXXXXX XXXXXXX USA CORPORATION, XXXXXX XXXXXXX NORTH AMERICA CORP., XXXXXX XXXXXXX ENERGY CORPORATION and XXXXXX XXXXXXX INTERNATIONAL CORPORATION (each a “Borrower” and, collectively, the “Borrowers”), XXXXXX XXXXXXX LTD. (the “Parent”), XXXXXX XXXXXXX HOLDINGS LTD. (“Holdco”), the “Subsidiary Guarantors” referred to on the signature pages hereto (the “Subsidiary Guarantors”) and BNP PARIBAS, in its capacities as Administrative Agent, pursuant to authority granted by each Lender pursuant to Section 11.02(b) of the Credit Agreement referred to below, and as Issuing Lender.

          The Borrowers, the Parent, Holdco, the Subsidiary Guarantors, the lenders party thereto, and BNP Paribas, as Administrative Agent and Issuing Lender, are parties to a Credit Agreement dated as of September 13, 2006 (as modified and supplemented and in effect from time to time, the “Credit Agreement”), providing, subject to the terms and conditions thereof, for extensions of credit (by means of loans and letters of credit) to be made by said lenders to the Borrower in an aggregate principal or face amount not exceeding $350,000,000 (which, in the circumstances provided therein, may be increased to $450,000,000).

          The Borrowers, the Parent, Holdco, the Subsidiary Guarantors, the Administrative Agent (pursuant to authority granted by, and having obtained the consent of each Lender party to the Credit Agreement) and the Issuing Lender wish now to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

          Section 1. Definitions. Except as otherwise defined in this Amendment No. 1, terms defined in the Credit Agreement are used herein as defined therein.

          Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below:

          2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

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          2.02. Definitions. Section 1.01 of the Credit Agreement shall be amended by adding the following definitions in the appropriate alphabetical location:

     “Amendment No. 1 Effective Date” means the date that the conditions precedent to the effectiveness of the amendments to this Agreement contemplated by Amendment No. 1 hereto dated as of May 4, 2007 are satisfied or waived.

          2.03. Increases of Facilities.

          (a) The recitals of the Credit Agreement and the Security Agreement are hereby amended by replacing each occurrence therein of “$450,000,000” with “$550,000,000”.

          (b) Clause (ii) of Section 2.01(b) of the Credit Agreement is hereby amended to read as follows:

     “(ii) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Commitment Increases obtained after the date hereof (excluding any Commitment Increases obtained on or before the Amendment No. 1 Effective Date to the extent not exceeding $100,000,000 in the aggregate) plus the aggregate principal amount of all Funding Amount Increases obtained after the date hereof minus the aggregate principal amount of reductions of the Synthetic LC Funding Amounts after the date hereof occurring on the date (and to the extent not exceeding the amount) of each Incremental Loan Commitment established and each Commitment Increase obtained shall not exceed $100,000,000”

          (c) Section 2.08(e)(i)(B) of the Credit Agreement is hereby amended to read as follows:

     “(B) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount of all Commitment Increases obtained after the date hereof (excluding any Commitment Increases obtained on or before the Amendment No. 1 Effective Date to the extent not exceeding $100,000,000 in the aggregate) plus the aggregate principal amount of all Funding Amount Increases obtained after the date hereof minus the aggregate principal amount of reductions of the Synthetic LC Funding Amounts after the date hereof occurring on the date (and to the extent not exceeding the amount) of each Incremental Loan Commitment established and each Commitment Increase obtained shall not exceed $100,000,000;”

          (d) Section 3.08(e)(i)(B) of the Credit Agreement is hereby amended to read as follows:

     “(B) the aggregate principal amount of all Incremental Loan Commitments established after the date hereof plus the aggregate principal amount

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of all Commitment Increases obtained after the date hereof (excluding any Commitment Increases obtained on or before the Amendment No. 1 Effective Date to the extent not exceeding $100,000,000 in the aggregate) plus the aggregate principal amount of all Funding Amount Increases obtained after the date hereof minus the aggregate principal amount of reductions of the Synthetic LC Funding Amounts after the date hereof occurring on the date (and to the extent not exceeding the amount) of each Incremental Loan Commitment established and each Commitment Increase obtained shall not exceed $100,000,000;”

          2.04. Facility Fees for Synthetic Letters of Credit. Section 3.11 of the Credit Agreement is hereby amended by replacing “2.10%” with “1.60%”.

          Section 3. Representations and Warranties. Each Obligor represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its Subsidiaries, that (a) the representations and warranties set forth in Article V of the Credit Agreement, and in each of the other Loan Documents, are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct as of such specific date), and as if each reference in said Article V to “this Agreement” included reference to this Amendment No. 1 and (b) no Default or Event of Default has occurred and is continuing.

          Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction or waiver of the following conditions:

     (a) Execution. The Administrative Agent shall have received counterparts of this Amendment No. 1 executed by the Obligors and the Administrative Agent.

     (b) Mortgage Amendment. The Administrative Agent shall have received counterparts of an amendment to the mortgage covering the Perryville Fee-Owned Property reasonably satisfactory to it in form and substance providing that the amount secured thereby shall include (i) the sum of (A) the aggregate principal amount of all Incremental Loan Commitments established after the Closing Date plus (B) the aggregate principal amount of all Commitment Increases obtained after the Closing Date plus (C) the aggregate principal amount of all Funding Amount Increases obtained after the Closing Date minus (ii) the aggregate principal amount of reductions of the Synthetic LC Funding Amounts after the Closing Date occurring on the date (and to the extent not exceeding the amount) of each Incremental Loan Commitment established after Closing Date and each Commitment Increase obtained after the Closing Date in an aggregate amount up to $200,000,000.

     (c) Supporting Documentation. The Administrative Agent shall have received such corporate documents of the Borrowers, certified by their respective

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Secretaries or Assistant Secretaries, and such legal opinions from counsel to the Obligors as it shall have reasonably requested.

     (d) Other Items. The Administrative Agent shall have received such other documents relating to this Amendment No. 1 and the transactions contemplated hereby as the Administrative Agent shall have reasonably requested.

          The Administrative Agent shall notify the Company and the Lenders of the date that this Amendment No. 1 becomes effective, and such notice shall be conclusive and binding.

          Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 1 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 1 by signing any such counterpart. This Amendment No. 1 shall be governed by, and construed in accordance with, the law of the State of New York.

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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to Credit Agreement to be duly executed and delivered as of the day and year first above written.

BORROWERS

XXXXXX XXXXXXX LLC
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President & Treasurer

XXXXXX XXXXXXX USA CORPORATION
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX ENERGY CORPORATION
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX INC
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX NORTH AMERICA CORP
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX INTERNATIONAL CORPORATION
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President & Treasurer

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THE PARENT

	XXXXXX XXXXXXX LTD.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Vice President, Corporate Development And Treasurer

HOLDCO

	XXXXXX XXXXXXX HOLDINGS LTD.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Treasurer

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SUBSIDIARY GUARANTORS

XXXXXX XXXXXXX ASIA LIMITED
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President & Treasurer

XXXXXX XXXXXXX DEVELOPMENT CORPORATION
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX ENERGY SERVICES, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX CONSTRUCTORS, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX ENERGY MANUFACTURING, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

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	XXXXXX XXXXXXX ENVIRONMENTAL CORPORATION
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Treasurer

	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	President and Chief Executive Officer

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XXXXXX XXXXXXX FACILITIES MANAGEMENT, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX INTERNATIONAL HOLDINGS, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX PYROPOWER, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX INTERCONTINENTAL CORPORATION
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX POWER SYSTEMS, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX REAL ESTATE DEVELOPMENT CORP.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	President & Treasurer

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XXXXXX XXXXXXX REALTY SERVICES, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	President & Treasurer

XXXXXX XXXXXXX XXXX, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

PYROPOWER OPERATING SERVICES COMPANY, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

XXXXXX XXXXXXX VIRGIN ISLANDS, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

PROCESS CONSULTANTS, INC.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

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XX XXXXXXXX X&X LTD.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

PERRYVILLE SERVICE COMPANY LTD.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Treasurer

FW MANAGEMENT OPERATIONS, LTD.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President & Treasurer

CONTINENTAL FINANCE COMPANY LTD.
By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title:	Vice President & Treasurer

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	XXXXXX XXXXXXX POWER COMPANY LTD. LA SOCIETE D’ENERGIE XXXXXX XXXXXXX LTEE
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Chairman of the Board

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	XXXXXX XXXXXXX XXXXXX LTD.
	By:	/s/ Xxxxx X. Xxxx
		Name:	Xxxxx X. Xxxx
		Title:	President & Chief Operating Officer

	By:	/s/ Xxxxxx Xxxx
		Name:	Xxxxxx Xxxx
		Title:	Assistant Treasurer

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	XXXXXX XXXXXXX XXXXXX LIMITED
	By:	/s/ Laurent Dupagne
		Name:	Laurent Dupagne
		Title:	Director

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	XX XXXXXXX LICENSING LIMITED LIABILITY COMPANY
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Managing Director

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	FINANCIAL SERVICES S.A.R.L.
	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Manager

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	XXXXXX XXXXXXX (XXXXXXXX) XXX. BHD.
	By:	/s/ Xxxxx Xxxxxx Xxxxxxxxx
		Name:	Xxxxx Xxxxxx Xxxxxxxxx
		Title:	Director

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	XXXXXX XXXXXXX CONTINENTAL B.V.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Managing Director

	FW NETHERLANDS C.V.
	By:	/s/ Xxxxxxx Xxxxxxxx
		Name:	Xxxxxxx Xxxxxxxx
		Title:	Vice President & Treasurer of Xxxxxx Xxxxxxx, LLC General Partner

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	F.W. — GESTAO E SERVICOS, S.A.
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Director

	By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Director

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	XXXXXX XXXXXXX ASIA PACIFIC PTE. LTD.
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Managing Director

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	X.X. XXXXXXXXXXX, INC.
	By:	/s/ Xxx Xxx Fat
		Name:	Xxx Xxx Fat
		Title:	Director

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	MANOPS LIMITED
	By:	/s/ Stella Herodoteu
		Name:	Stella Herodoteu
		Title:	Director

	By:	/s/ Charalambos Michaelidas
		Name:	Charalambos Michaelidas
		Title:	Director

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	XXXXXX XXXXXXX XXXXXX CORPORATION, C.A.
	By:	/s/ Xxxx-Xxxx Xxxxxxxxxxx
		Name:	Xxxx-Xxxx Xxxxxxxxxxx
		Title:	Director

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	FW OVERSEAS OPERATIONS LIMITED
	By:	/s/ Xxxxx X. Xxxxxxxxx
		Name:	Xxxxx X. Xxxxxxxxx
		Title:	Director

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ADMINISTRATIVE AGENT

	BNP PARIBAS, as Administrative Agent
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Managing Director

	By:	/s/ Xxxx Xxxxx
		Name:	Xxxx Xxxxx
		Title:	Director

Amendment No. 1