LOAN
      AGRE EMENT




among




PURE
      BIOFUELS CORP.,




as
      Guarantor,




PURE
      BIOFUELS DEL PERU S.A.C.




and




PALMA
      INDUSTRIAL S.A.C.




as
      Borrowers,




VARIOUS
      LENDERS




and




PLAINFIELD
      SPECIAL SITUATIONS MASTER FUND LIMITED,




as
      Administrative Agent




________________________________




Dated
      as
      of September 12, 2007


________________________________














LOAN
      AGREEMENT, dated as of September 12, 2007, among PURE BIOFUELS CORP., a Nevada
      corporation (“ Holdings ”),
      PURE
      BIOFUELS DEL PERU S.A.C., a Peruvian corporation and PALMA INDUSTRIAL S.A.C.,
      a
      Peruvian corporation (collectively, the “ Borrowers ”),
      the
      Lenders party hereto from time to time, and PLAINFIELD SPECIAL SITUATIONS MASTER
      FUND LIMITED, a Cayman Islands Corporation, as Administrative Agent. All
      capitalized terms used herein and defined in Section 1 are used herein as
      therein defined.




W
      I T
      N E S S E T H :




WHEREAS, **** the
      Borrowers desire to obtain the Loans from the Lenders; and




WHEREAS,
      the Lenders are willing to make the Loans to the Borrowers, subject to and
      in
      accordance with the terms and conditions of this Agreement and the other Loan
      Documents.




NOW,
      THEREFORE, **** in
      consideration of the making of the Loans by the Lenders and the covenants,
      agreements, representations and warranties set forth in this Agreement, the
      parties hereto hereby covenant, agree, represent and warrant as
      follows:




SECTION
      1.  Definitions and Accounting Terms .




1.01  Defined
      Terms .
      As used
      in this Agreement, the following terms shall have the following meanings (such
      meanings to be equally applicable to both the singular and plural forms of
      the
      terms defined):




“ Account
      Agreement ”
shall
      mean a control agreement regarding the Collateral Account among the Cash
      Management Bank, the Borrowers and the Administrative Agent, in form and
      substance satisfactory to the Administrative Agent Agent.




“ Account
      Collateral ”
shall
      have the meaning provided in Section 7.01.




“ Administrative
      Agent ”
shall
      mean Plainfield Special Situations Master Fund Limited in its capacity as
      Administrative Agent for the Lenders hereunder and under the other Loan
      Documents, and shall include any successor Administrative Agent appointed
      pursuant to Section 12.01.




“ Affidavit
      of Non-Related Parties ”
shall
      have the meaning provided in Section 4.05(b).




“ Affiliate ”
shall
      mean, with respect to any Person, any other Person (including, but not limited
      to, all directors and officers of such Person) directly or indirectly
      controlling, controlled by, or under direct or indirect common control with,
      such Person. A Person shall be deemed to control another Person if such Person
      possesses, directly or indirectly, the power (a) to vote 20% or more of the
      securities having ordinary voting power for the election of directors (or
      equivalent governing body) of such Person or (b) to direct or cause the
      direction of the management and policies of such other Person, whether through
      the ownership of voting securities, by contract or otherwise; provided , however ,
      that
      none of the Administrative Agent, any Lender or any of their respective
      Affiliates shall be considered an Affiliate of any Borrower.




1




“ Agreement ”
shall
      mean this Loan Agreement, as modified, supplemented, amended, restated
      (including any amendment and restatement hereof), extended or renewed from
      time
      to time.




“ Annual
      Business Plan ”
shall
      have the meaning provided in Section 9.13.




“ Applicable
      Margin ”
shall
      mean a percentage per annum equal to (i) in the case of Loans maintained as
      Base
      Rate Loans, 7.25% and (ii) in the case of Loans maintained as Eurodollar Loans,
      8.25%.




“ Approved
      Bank ”
shall
      mean a bank or other financial institution which has a minimum long-term
      unsecured debt rating of at least “A” and a minimum short-term unsecured debt
      rating of at least “A+”, or their respective equivalents, by each of the Rating
      Agencies, or if any such bank or other financial institution is not rated by
      all
      of the Rating Agencies, then a minimum long-term rating of at least “A” and a
      minimum short-term unsecured debt rating of at least “A+”, or their respective
      equivalents, by two of the Rating Agencies, but in any event one of the two
      Rating Agencies shall be S&P (it being understood that the A and A+
      benchmark ratings and other benchmark ratings in this Agreement are intended
      to
      be the ratings, or the equivalent of ratings, issued by S&P).




“ Argentine
      Stock Pledge Agreement ”
shall
      mean the stock pledge agreement, dated as of September 12, 2007, entered into
      by
      the Administrative Agent and Pure Biofuels del Peru S.A.C.




“ Argentine
      Subsidiary ”
shall
      mean Pure Biocarburantes S.A., an Argentine corporation.




“ Assets
      Mobile Guarantee Agreements ”
shall
      mean each of the agreements ( *convenio
      de preconstitución y constitucion de garantía mobiliaria abierta sobre la
      totalidad de los bienes presentes, futuros y ajenos),* dated as
      of September 12, 2007, entered into by and among each of the Borrowers and
      the
      Subsidiary Guarantors, as pledgors, and the Administrative Agent, as pledgee,
      in
      form and substance satisfactory to the Administrative Agent, pursuant to which
      Borrowers and the Subsidiary Guarantors have granted a first priority perfected
      security interest in substantially all their movable property as security for
      the obligations of the Borrowers under the Loan Documents.




“ Assignment
      and Assumption Agreement ”
shall
      mean an Assignment and Assumption Agreement substantially in the form of Exhibit
      E hereto.




“ Assignment
      of Material Contracts Agreements ”
shall
      mean an Assignment of Material Contracts Agreement ( *Contrato
      de Cesión Condicionada)* substantially in the form of Exhibit F, with such modifications thereto as
      any
      local counsel of the Administrative Agent may deem necessary or appropriate,
      pursuant to which the Borrowers have assigned their rights and obligations
      under
      the Material Agreements to the Administrative Agent as security for the
      obligations of the Borrowers under the Loan Documents.




2




“ Authorized
      Representative ”
shall
      mean Luis Goyzueta or Steven Magami or any person or persons that has or have
      been authorized by the board of directors of Holdings or the Borrowers and
      are
      otherwise reasonably acceptable to the Administrative Agent.




“ Bankruptcy
      Code ”
shall
      have the meaning provided in Section 11.05.




“ Base
      Rate ”
shall
      mean, at any time, the higher of (i) the Prime Lending Rate at such time and
      (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate at such
      time.




“ Base
      Rate Loan ”
shall
      mean each Loan designated or deemed designated as such by the Borrower at the
      time of the incurrence thereof or conversion thereto.




“ Binding
      Letter of Intent ”
shall
      mean the binding letter of intent between Pure Biofuels del Peru S.A.C. and
      Interpacific Oil S.A.C. entered into on May 11, 2007.




“ Biodiesel
      Facility ”
shall
      mean the factory located in front of Ventanilla highway, Lot B-2, Fundo Marquez
      Callao, registered at File No.70091962 of the Real Property Register of
      Callao.




“ Board ”
shall
      mean the Board of Governors of the Federal Reserve System of the United
      States.




“ Borrower
      Related Parties ”
shall
      have the meaning provided in Section 13.01(c).




“ Borrowers ”
shall
      have the meaning provided in the first paragraph of this Agreement.




“ Borrowing ”
shall
      mean the borrowing of one Type of Loan from all the Lenders on a given date
      (or
      resulting from a conversion or conversions on such date) having in the case
      of
      Eurodollar Loans the same Interest Period, provided that
      Base Rate Loans incurred pursuant to Section 2.10(b) shall be considered part
      of
      the related Borrowing of Eurodollar Loans.




“ Business ”
shall
      mean any corporation, limited liability company, partnership or other business
      entity (or the adjectival form thereof, where appropriate) or the equivalent
      of
      the foregoing in any foreign jurisdiction.




“ Business
      Day ”
shall
      mean any day except Saturday, Sunday and any day which shall be in
      New York, New York, or in Lima, Peru, a legal holiday or a day on
      which banking institutions are authorized or required by law or other government
      action to close.




“ Capital
      Expenditures ”
shall
      mean, with respect to any Person, all expenditures by such Person which should
      be capitalized in accordance with GAAP or International GAAP, as the case may
      be, and, without duplication, the amount of Capitalized Lease Obligations
      incurred by such Person.




“ Capitalized
      Lease Obligations ”
shall
      mean, with respect to any Person, all rental obligations of such Person which,
      under GAAP or International GAAP, as the case may be, are or will be required
      to
      be capitalized on the books of such Person, in each case taken at the amount
      thereof accounted for as indebtedness in accordance with such
      principles.




3




“ Cash
      Equivalents ”
shall
      mean, as to any Person, (a) securities issued or directly and fully guaranteed
      or insured by the United States or any agency or instrumentality thereof
      ( provided that the
      full faith and credit of the United States is pledged in support thereof) having
      maturities of not more than six months from the date of acquisition, (b)
      marketable direct obligations issued by any state of the United States or any
      political subdivision of any such state or any public instrumentality thereof
      maturing within six months from the date of acquisition thereof and, at the
      time
      of acquisition, having one of the two highest ratings obtainable from either
      S&P or Moody’s, and (c) Dollar-denominated time deposits, certificates of
      deposit and bankers acceptances of any Lender or any commercial bank having,
      or
      which is the principal banking subsidiary of a bank holding company having,
      a
      long-term unsecured debt rating of at least “A” or the equivalent thereof from
      S&P or “A2” or the equivalent thereof from Moody’s with maturities of not
      more than six months from the date of acquisition by such Person.




“ Cash
      Management Bank ”
shall
      mean Citibank de Peru S.A. or any Approved Bank acting as Cash Management Bank
      under the Account Agreement or any other financial institution approved by
      the
      Administrative Agent.




“ CERCLA ”
shall
      mean the Comprehensive Environmental Response, Compensation, and Liability
      Act
      of 1980, as the same has been amended and may hereafter be amended from time
      to
      time, 42 U.S.C. § 9601 et  seq.




“ Change
      of Control ”
shall
      mean the occurrence of any of the following: (i) any Person (including a
      Person’s Affiliates), other than a Permitted Holder, becomes the beneficial
      owner (as defined under Rule 13d-3 or any successor rule or regulation
      promulgated under the Exchange Act) of 20% or more of the total voting power
      of
      Holdings’ common stock, (ii) there shall be consummated any consolidation or
      merger of Holdings in which Holdings is not the continuing or surviving
      corporation or pursuant to which the common stock of Holdings would be converted
      into cash, securities or other property, other than a merger or consolidation
      of
      Holdings in which the holders of the common stock of Holdings outstanding
      immediately prior to the consolidation or merger hold, directly or indirectly,
      at least a majority of the voting power of the common stock of the surviving
      corporation immediately after such consolidation or merger, (iii) during any
      period of two consecutive years, individuals who at the beginning of such period
      constituted the Board of Directors of Holdings (together with any new directors
      whose election by such Board of Directors or whose nomination for election
      by
      the shareholders of Holdings has been approved by a majority of the directors
      then still in office who either were directors at the beginning of such period
      or whose election or recommendation for election was previously so approved)
      cease to constitute a majority of the Board of Directors, (iv) either of the
      Borrowers ceased to be a Wholly-Owned Subsidiary of Holdings, or (v) Luis
      Humberto Goyzueta (i) transfers, in one or a series of transactions, more than
      10% of Holdings’ common stock or (ii) ceases to control (as such term is used in
      clause (b) of the definition of “Affiliate”) each of the Credit
      Parties.




“ Claims ”
shall
      have the meaning provided in the definition of “ Environmental
      Claims .”




4




“ Code ”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and the
      regulations promulgated and rulings issued thereunder. Section references to
      the
      Code are to the Code as in effect at the date of this Agreement and any
      subsequent provisions of the Code, amendatory thereof, supplemental thereto
      or
      substituted therefor.




“ Collateral ”
shall
      mean all property (whether real or personal) with respect to which any security
      interests have been granted (or purported to be granted) pursuant to any Loan
      Document, including, without limitation, all Mortgage Properties.




“ Collateral
      Account ”
shall
      have the meaning provided in Section 7.01(a).




“ Commitment ”
shall
      mean, for each Lender, the amount set forth opposite such Lender’s name in
      Schedule 1.01 directly below the column entitled “Commitment,” as the same may
      be terminated pursuant to Sections 3.02 or 10, as applicable or adjusted as
      a
      result of assignments to or from a Lender pursuant to Section
      13.04(b).




“ Commitment
      Fee ”
shall
      have the meaning provided in Section 3.01(a).




“ Common
      Stock ”
shall
      mean the common stock, par value $0.001 per share, of Holdings.




“ Consolidated
      Net Income ”
shall
      mean, for any period, the net income (or loss) of Holdings and its Subsidiaries
      determined on a consolidated basis for such period (taken as a single accounting
      period) in accordance with GAAP, provided that the
      following items shall be excluded in computing Consolidated Net Income (without
      duplication): (i) the net income (or loss) of any Person in which a Person
      or
      Persons other than either of the Borrowers and their Wholly-Owned Subsidiaries
      has an Equity Interest or Equity Interests to the extent of such Equity
      Interests held by Persons other than the Borrowers and their Wholly-Owned
      Subsidiaries in such Person, (ii) except for determinations expressly
      required to be made on a pro
      forma basis,
      the net income (or loss) of any Person accrued prior to the date it becomes
      a
      Subsidiary or all or substantially all of the property or assets of such Person
      are acquired by a Subsidiary and (iii) the net income of any Subsidiary to
      the
      extent that the declaration or payment of cash dividends or similar cash
      distributions by such Subsidiary of such net income is not at the time permitted
      by the operation of the terms of its charter or any agreement, instrument,
      judgment, decree, order, statute, rule or governmental regulation applicable
      to
      such Subsidiary.




“ Construction
      Contracts ”
shall
      have the meaning provided in Section 8.22.




“ Contingent
      Obligation ”
shall
      mean, as to any Person, any obligation of such Person as a result of such Person
      being a general partner of any other Person, unless the underlying obligation
      is
      expressly made non-recourse as to such general partner, and any obligation
      of
      such Person guaranteeing or intended to guarantee any Indebtedness, leases,
      dividends or other obligations (“primary obligations”) of any other Person (the
“primary obligor”) in any manner, whether directly or indirectly, including,
      without limitation, any obligation of such Person, whether or not contingent,
      (a) to purchase any such primary obligation or any property constituting direct
      or indirect security therefor, (b) to advance or supply funds (i) for the
      purchase or payment of any such primary obligation or (ii) to maintain working
      capital or equity capital of the primary obligor or otherwise to maintain the
      net worth or solvency of the primary obligor, (c) to purchase property,
      securities or services primarily for the purpose of assuring the owner of any
      such primary obligation of the ability of the primary obligor to make payment
      of
      such primary obligation or (d) otherwise to assure or hold harmless the
      holder of such primary obligation against loss in respect thereof; provided , however ,
      that
      the term Contingent Obligation shall not include endorsements of instruments
      for
      deposit or collection in the ordinary course of business. The amount of any
      Contingent Obligation shall be deemed to be an amount equal to the stated or
      determinable amount of the primary obligation in respect of which such
      Contingent Obligation is made or, if not stated or determinable, the maximum
      reasonably anticipated liability in respect thereof (assuming such Person is
      required to perform thereunder) as determined by such Person in good
      faith.




5




“ Convertible
      Note Documents ”
      shall mean the Securities Purchase Agreement, the Registration Rights Agreement,
      the Convertible Notes, the Voting Agreement and the Warrants.




“ Convertible
      Note Transaction ”
shall
      mean the transactions contemplated by the Convertible Note
      Documents.




“ Convertible
      Notes ”
shall
      mean the 10%/12% Senior Convertible PIK Election Notes due 2012 issued pursuant
      to the Securities Purchase Agreement.




“ Credit
      Party ”
shall
      mean each of the Borrowers, Holdings and each of the Subsidiary
      Guarantors.




“ Default ”
shall
      mean any event, act or condition which with notice or lapse of time, or both,
      would constitute an Event of Default.




“ Defaulting
      Lender ”
shall
      mean any Lender with respect to which a Lender Default is in
      effect.




“ Dividend ”
shall
      mean, with respect to any Person, that such Person has declared or paid a
      dividend, distribution or returned any equity capital to its stockholders,
      partners or members or authorized or made any other distribution, payment or
      delivery of property (other than common Equity Interests of such Person) or
      cash
      to its stockholders, partners or members in their capacity as such, or redeemed,
      retired, purchased or otherwise acquired, directly or indirectly, for a
      consideration any shares of any class of its capital stock or any other Equity
      Interests outstanding on or after the Effective Date (or any options or warrants
      issued by such Person with respect to its capital stock or other Equity
      Interests), or set aside any funds for any of the foregoing purposes, or shall
      have permitted any of its Subsidiaries to purchase or otherwise acquire for
      a
      consideration any shares of any class of the capital stock or any other Equity
      Interests of such Person outstanding on or after the Effective Date (or any
      options or warrants issued by such Person with respect to its capital stock
      or
      other Equity Interests). Without limiting the foregoing, “ Dividends ”
with
      respect to any Person shall also include all payments made or required to be
      made by such Person with respect to any stock appreciation rights, plans, equity
      incentive or achievement plans or any similar plans or setting aside of any
      funds for the foregoing purposes.




6




“ Dollars ”
and
      the
      sign “ $ ”
shall
      each mean freely transferable lawful money of the United States.




“ Effective
      Date ”
shall
      have the meaning provided in Section 13.10.




“ Eligible
      Transferee ”
shall
      mean and include a commercial bank, an insurance company, a finance company,
      a
      financial institution, any fund that invests in loans or any other “accredited
      investor” (as defined in Regulation D of the Securities Act), but in any event
      excluding the Borrowers and their Subsidiaries and Affiliates.




“ Encumbrance ”
shall
      mean any mortgage, pledge, security interest, hypothecation, assignment, deposit
      arrangement, encumbrance, lien (statutory or other), preference, priority or
      other security agreement of any kind or nature whatsoever (including, without
      limitation, any conditional sale or other title retention agreement, any
      financing or similar statement or notice filed under the UCC or any other
      similar recording or notice statute, and any lease having substantially the
      same
      effect as any of the foregoing).




“ Environmental
      Claims ”
shall
      mean any and all administrative, regulatory or judicial actions, suits, demands,
      demand letters, directives, claims, liens, notices of noncompliance or
      violation, investigations or proceedings relating in any way to any
      Environmental Law or any permit issued, or any approval given, under any such
      Environmental Law (hereafter, “ Claims ”),
      including, without limitation, (a) any and all Claims by Governmental
      Authorities for enforcement, cleanup, removal, response, remedial or other
      actions or damages pursuant to any applicable Environmental Law, and
      (b) any and all Claims by any third party seeking damages, contribution,
      indemnification, cost recovery, compensation or injunctive relief in connection
      with alleged injury or threat of injury to health, safety or the environment
      due
      to the presence of Hazardous Materials.




“ Environmental
      Indemnity ”
shall
      have the meaning provided in Section 5.09.




“ Environmental
      Law ”
shall
      mean any statute, law, treaty, convention, rule, regulation, ordinance, code,
      guideline, policy or principal of law now or hereafter in effect and in each
      case as amended, and any judicial or administrative interpretation thereof,
      including any order or consent decree or any agreement entered into with any
      Governmental Authority (“ Law ”),
      relating to the environment, employee health and safety or Hazardous Materials,
      applicable to either of the Borrowers or any other Credit Party or their
      respective operations or assets or any Mortgage Properties or Real Property
      owned, leased, or operated by either of the Borrowers or any other Credit Party,
      including, without limitation, any state, provincial, regional or local Law
      of
      Peru, and any federal, state or local law of the United States, relating to
      the
      environment, employee health and safety or Hazardous Materials.




“ Equity
      Interests ”
of
      any
      Person shall mean any and all shares, interests, rights to purchase, warrants,
      options, participation or other equivalents of or interest in (however
      designated) equity of such Person, including any common stock, preferred stock,
      any limited or general partnership interest and any limited liability company
      membership interest.




“ ERISA ”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time, and the regulations promulgated and rulings issued thereunder. Section
      references to ERISA are to ERISA, as in effect at the date of this Agreement
      and
      any subsequent provisions of ERISA, amendatory thereof, supplemental thereto
      or
      substituted therefor.




7




“ ERISA
      Affiliate ”
shall
      mean each person (as defined in Section 3(9) of ERISA) which together with
      any
      of the Credit Parties or would be deemed to be a “single employer” (i) within
      the meaning of Section 414(b), (c), (m) or (o) of the Code or (ii) as a result
      of any of the Credit Parties being or having been a general partner of such
      person.




“ Euros ”
and
      the
      designation “€” shall mean the currency introduced on January 1, 1999 at the
      start of the third stage of European economic and monetary union pursuant to
      the
      Treaty (expressed in euros).




“ Euro
      Equivalent ”
of
      an
      amount denominated in a currency other than Euros shall mean, at any time for
      the determination thereof, the amount of Euros which could be purchased with
      the
      amount of such currency involved in such computation at the spot rate of
      exchange rate therefor as quoted by the Administrative Agent as of 11:00 A.M.
      (New York time) on the date two Business Days prior to the date of any
      determination thereof for purchase on such date.




“ Eurodollar
      Loan ”
shall
      mean each Loan designated as such by the Borrower at the time of the incurrence
      thereof or conversion thereto.




“ Eurodollar
      Rate ”
shall
      mean with respect to each Interest Period for a Loan, (a) the offered rate
      (rounded upward to the nearest 1/16 of one percent) for deposits of Dollars
      for
      a period equivalent to such period at or about 11:00 A.M. (London time) on
      the
      second Business Day before the first day of such period as is displayed on
      Telerate page 3750 (British Bankers’ Association Interest Settlement Rates) (or
      such other page as may replace such page 3750 on such system or on any other
      system of the information vendor for the time being designated by the British
      Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined
      in the British Bankers’ Association’s Recommended Terms and Conditions dated
      August 1985)), provided that if
      on such date no such rate is so displayed or, in the case of the initial
      Interest Period in respect of a Loan, if less than three Business Days’ prior
      notice of such Loan shall have been delivered to the Administrative Agent,
      the
      Eurodollar Rate for such period shall be the rate quoted to the Administrative
      Agent as the offered rate for deposits of Dollars in an amount approximately
      equal to the amount in relation to which the Eurodollar Rate is to be determined
      for a period equivalent to such applicable Interest Period by prime banks in
      the
      London interbank Eurodollar market at or about 11:00 A.M. (London time) on
      the
      second Business Day before the first day of such period, in each case divided
      (and rounded upward to the nearest 1/16 of 1%) by (b) a percentage equal to
      100%
      minus the then stated maximum rate of all reserve requirements (including,
      without limitation, any marginal, emergency, supplemental, special or other
      reserves required by applicable law) applicable to any member bank of the
      Federal Reserve System in respect of Eurocurrency funding or liabilities as
      defined in Regulation D (or any successor category of liabilities under
      Regulation D).




“ Event
      of Default ”
shall
      have the meaning provided in Section 11.




8




“ Excusable
      Delay ”
shall
      mean a delay solely due to acts of God, governmental restrictions, stays,
      judgments, orders, decrees, enemy actions, civil commotion, fire, casualty,
      strikes, work stoppages, shortages of labor or materials or other causes beyond
      the reasonable control of a Credit Party, but lack of funds in and of itself
      shall not be deemed a cause beyond the control of a Credit Party.




“ Existing
      Credit Agreement ”
shall
      mean the $3,000,000 original principal amount Secured Convertible Debenture
      in
      favor of Cornell Capital Partners L.P. issued on April 19, 2007.




“ Existing
      Indebtedness ”
shall
      have the meaning provided in Section 8.19.




“ Fair
      Market Value ”
shall
      mean, with respect to any asset (including any Equity Interests of any Person),
      the price at which a willing buyer, not an Affiliate of the seller, and a
      willing seller who does not have to sell, would agree to purchase and sell
      such
      asset, as determined in good faith by the board of directors or other governing
      body or, pursuant to a specific delegation of authority by such board of
      directors or governing body, an Authorized Representative, of the Borrower
      selling such asset.




“ Federal
      Funds Rate ”
shall
      mean, for any period, a fluctuating interest rate equal for each day during
      such
      period to the weighted average of the rates on overnight Federal Funds
      transactions with members of the Federal Reserve System arranged by Federal
      Funds brokers, as published for such day (or, if such day is not a Business
      Day,
      for the next preceding Business Day) by the Federal Reserve Bank of New York,
      or, if such rate is not so published for any day which is a Business Day, the
      average of the quotations for such day on such transactions received by the
      Administrative Agent from three Federal Funds brokers of recognized standing
      selected by the Administrative Agent.




“ Fees ”
shall
      mean all amounts payable pursuant to or referred to in Section
      3.01.




“ FEMA ”
shall
      mean the Federal Emergency Management Agency.




“ Final
      Maturity Date ”
shall
      mean January 12, 2011.




“ Fitch ”
shall
      mean Fitch Ratings Inc. or any successor thereto.




“ Funding
      Fee ”
shall
      have the meaning provided in Section 3.01(b).




“ GAAP ”
shall
      mean generally accepted accounting principles in the United States as in effect
      from time to time.




“ Governmental
      Authority ”
shall
      mean the government of the United States, any other nation or any political
      subdivision thereof, whether state, provincial or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government.




9




“ Guaranteed
      Creditors ”
shall
      mean and include each of the Administrative Agent and the Lenders.




“ Guaranteed
      Obligations ”
shall
      mean the full and prompt payment when due (whether at the stated maturity,
      by
      acceleration or otherwise) of the principal and interest on each Note issued
      by,
      and all Loans made to, the Borrowers under this Agreement, together with all
      the
      other obligations (including obligations which, but for the automatic stay
      under
      Section 362(a) of the Bankruptcy Code, would become due), indebtedness and
      liabilities (including, without limitation, indemnities, fees and interest
      (including any interest accruing after the commence-ment of any bankruptcy,
      insolvency, receivership or similar proceeding at the rate provided for herein,
      whether or not such interest is an allowed claim in any such proceeding)
      thereon) of the Borrowers to the Lenders and the Administrative Agent now
      existing or hereafter incurred under, arising out of or in connection with
      this
      Agreement and each other Loan Document to which either of the Borrowers is
      a
      party and the due performance and compliance by the Borrowers with all the
      terms, conditions and agreements contained in this Agreement and in each such
      other Credit Loan.




“ Guarantor ”
shall
      mean each of Holdings and each Subsidiary Guarantor.




“ Guaranty ”
shall
      mean each of the Holdings Guaranty and the Subsidiaries Guaranty.




“ Hazardous
      Materials ”
shall
      mean (a) any petroleum or petroleum products, radioactive materials, asbestos
      in
      any form that is or could become friable, urea formaldehyde foam insulation,
      dielectric fluid containing levels of polychlorinated biphenyls, and radon
      gas;
      (b) any chemicals, materials or substances defined as or included in the
      definition of “hazardous substances,” “hazardous waste,” “hazardous materials,”
“extremely hazardous substances,” “restricted hazardous waste,” “toxic
      substances,” “toxic pollutants,” “contaminants,” or “pollutants,” or words of
      similar import, under any applicable Environmental Law; and (c) any
      chemical, material or substance, the use of, exposure to, or Release of which
      is
      prohibited, limited or regulated by any applicable Governmental Authority or
      could give rise to an Environmental Claim.




“ Holdings
      Guaranty ”
shall
      mean the guaranty of Holdings pursuant to Section 14.




“ IGV ”
means
      the Peruvian Value Added Tax (Impuesto General a Las Ventas), which is currently
      regulated by Peruvian Legislative Decree No. 821 and collected together with
      the
      Peruvian Impuesto de Promocion Municipal, under Legislative Decree No. 776,
      as
      the same may be amended from time to time.




“ Indebtedness ”
shall
      mean, as to any Person, without duplication, (a) all indebtedness of such Person
      for borrowed money or for the deferred purchase price of property or services,
      (b) the maximum amount available to be drawn or paid under all letters of
      credit, bankers’ acceptances, bank guaranties, surety and appeal bonds and
      similar obligations issued for the account of such Person and all unpaid
      drawings and unreimbursed payments in respect of such letters of credit,
      bankers’ acceptances, bank guaranties, surety and appeal bonds and similar
      obligations, (c) all indebtedness of the types described in clause (a), (b)
      and
      (d) of this definition secured by any Encumbrance on any property owned by
      such
      Person, whether or not such indebtedness has been assumed by such Person
      ( provided that, if
      the Person has not assumed or otherwise become liable in respect of such
      indebtedness, such indebtedness shall be deemed to be in an amount equal to
      the
      lesser of the Fair Market Value of the property to which such Encumbrance
      relates and the stated amount of such Indebtedness), (d) all obligations of
      such
      Person to pay a specified purchase price for goods or services, whether or
      not
      delivered or accepted, i.e. ,
      take-or-pay and similar obligations and (e) all Contingent Obligations of such
      Person. The Indebtedness of any Person shall include the Indebtedness of any
      other entity (including any partnership in which such Person is a general
      partner) to the extent such Person is directly liable therefor as a result
      of
      such Person’s ownership interest in or other relationship with such entity,
      except to the extent the terms of such Indebtedness provide that such Person
      is
      not liable therefor. Notwithstanding the foregoing, Indebtedness shall not
      include trade payables, accrued expenses and deferred tax and other credits
      incurred by any Person in accordance with customary practices and in the
      ordinary course of business of such Person.




10




“ Initial
      Borrowing Date ”
shall
      mean the date occurring on or after the Effective Date on which the initial
      Borrowing of Loans occurs.




“ Interest
      Determination Date ”
shall
      mean, with respect to any Eurodollar Loan, the second Business Day prior to
      the
      commencement of any Interest Period relating to such Eurodollar
      Loan.




“ Interest
      Period ”
shall
      have the meaning provided in Section 2.09.




“ Interest
      Reserve ”
shall
      mean an interest reserve in the amount of $1,000,000 to be established by the
      Borrower with the Administrative Agent on the Initial Borrowing Date from the
      proceeds of the initial Borrowing of Loans on such date.




“ International
      GAAP ”
shall
      mean generally accepted accounting principles outside the United States as
      in
      effect from time to time.




“ Investments ”
shall
      have the meaning provided in Section 10.05.




“ ITF ”
means
      the Peruvian Impuesto a las Transacciones Financieras regulated by Law No.
      28194, as the same may be amended from time to time.




“ Judgment
      Currency Conversion Date ”
shall
      have the meaning provided in Section 13.18(a).




“ Leaseholds ”
of
      any
      Person shall mean all the right, title and interest of such Person as lessee
      or
      licensee in, to and under leases or licenses of land, improvements and/or
      fixtures.




“ Lender ”
shall
      mean each Person listed on Schedule 1.01, as well as any Person that becomes
      a
“Lender” hereunder pursuant to Section 13.04(b).




“ Lender
      Default ”
shall
      mean (a) the wrongful refusal (which has not been retracted) or the failure
      of a
      Lender to make available its Loans or (b) a Lender having notified in writing
      the Borrowers and/or the Administrative Agent that such Lender does not intend
      to comply with its obligations under Sections 2.01 or 2.04.




11




“ Loan
      Documents ”
shall
      mean this Agreement, the Notes, the Guaranties and the Security
      Documents.




“ Loans ”
shall
      have the meaning provided in Section 2.01.




“ Make
      Whole Premium ”
shall
      mean, with respect to any Loan on any Settlement Date, the excess, if any,
      of
      (a) the present value at such Settlement Date of (i) the principal amount of
      such Loan at the Final Maturity Date, plus (ii) all required interest payments
      due on such Loan through the Final Maturity Date (assuming that the rate of
      interest on such Loan for the period from the Settlement Date through the Final
      Maturity Date will be equal to the rate of interest on such Loan in effect
      on
      the Settlement Date (excluding accrued but unpaid interest to the Settlement
      Date), computed using a discount rate equal to the Treasury Rate as of such
      Settlement Date; over (b) the principal amount of such Loan. As used herein,
      Settlement Date shall mean the date on which a Loan becomes or is declared to be
      immediately due and payable pursuant to Section 11.09.




“ Management
      Agreements ”
shall
      have the meaning provided in Section 5.05.




“ Margin
      Stock ”
shall
      have the meaning provided in Regulation U.




“ Material
      Adverse Effect ”
shall
      mean (a) a material adverse effect on the business, operations, property,
      assets, liabilities, condition (financial or otherwise) or prospects of the
      Credit Parties taken as a whole or (b) a material adverse effect (i) on the
      rights or remedies of the Lenders or the Administrative Agent hereunder or
      under
      any other Loan Document, (ii) on the ability of the Credit Parties taken as
      a
      whole to perform their obligations to the Lenders or the Administrative Agent
      hereunder or under any other Loan Document or (iii) on a material portion of
      the
      Collateral.




“ Material
      Agreements ”
shall
      have the meaning provided in Section 8.23.




“ Maximum
      Rate ”
shall
      mean the maximum lawful interest rate, if any, that at any time or from time
      to
      time may be contracted for, charged or received under the laws applicable to
      any
      Lender which are presently in effect or, to the extent allowed by law, under
      such applicable laws which may hereafter be in effect and which allow a higher
      maximum nonusurious interest rate than applicable laws now allow.




“ Merger
      Date ”
means
      September 1, 2007 (the date on which Interpacific Oil S.A.C. merged into Pure
      Biofuels del Peru S.A.C).




“ Minimum
      Borrowing Amount ”
shall
      mean $2,000,000.




“ Moody’s ”
shall
      mean Moody’s Investors Service, Inc. or any successor thereto.




“ Mortgage ”
shall
      mean a mortgage substantially in the form of Exhibit N, with such modifications
      thereto as any local counsel of the Administrative Agent may deem necessary
      or
      appropriate. The obligations of the Borrowers under the Loan Documents are
      secured, inter  alia ,
      by a
      first priority mortgage on each of its Mortgage Properties and the obligations
      of each Guarantor under the Subsidiaries Guaranty are secured by a first
      priority Mortgage on each of its Mortgage Properties.




12




“ Mortgage
      Properties ”
shall
      mean the land located in front of the Carretera Ventanilla Lot B-2, Fundo
      Marquez, District and Province of Callao, Department of Lima, Peru.




“ NAIC ”
shall
      mean the National Association of Insurance Commissioners.




“ Net
      Cash Proceeds ”
shall
      mean, for any event requiring a mandatory repayment pursuant to Sections 4.02(a)
      or (b), the gross cash proceeds (including any cash received by way of deferred
      payment pursuant to a promissory note, receivable or otherwise, but only as
      and
      when received) received from such event, net of applicable taxes, reasonable
      transaction costs (including, as applicable, any underwriting, brokerage or
      other customary commissions and reasonable legal, advisory and other fees and
      expenses associated therewith) received from any such event.




“ Net
      Earnings ”
shall
      mean, for any period, Consolidated Net Income for such period (without giving
      effect to non-cash expenses including amortization, depreciation and
      payment-in-kind).




“ Net
      Insurance Proceeds ”
shall
      mean, with respect to any Recovery Event, the cash proceeds received by the
      respective Person in connection with such Recovery Event (net of (a) reasonable
      costs and taxes incurred in connection with such Recovery Event and (b) required
      payments of any Indebtedness which is secured by the respective assets the
      subject of such Recovery Event).




“ Net
      Sale Proceeds ”
shall
      mean for any sale or other disposition of assets, the gross cash proceeds
      (including any cash received by way of deferred payment pursuant to a promissory
      note, receivable or otherwise, but only as and when received) received from
      such
      sale or other disposition of assets, net of (a) reasonable transaction costs
      (including, without limitation, any underwriting, brokerage or other customary
      selling commissions, reasonable legal, advisory and other fees and expenses
      (including title and recording expenses), associated therewith and sales and
      transfer taxes arising therefrom) not to exceed in the aggregate five percent
      (5%) of such gross cash proceeds, (b) payments of unassumed liabilities relating
      to the assets sold or otherwise disposed of at the time of, or within 30 days
      after, the date of such sale or other disposition, and (c) the amount of such
      gross cash proceeds required to be used to permanently repay any Indebtedness
      which is secured by the respective assets which were sold or otherwise disposed
      of.




“ Non-Defaulting
      Lender ”
shall
      mean and include each Lender, other than a Defaulting Lender.




“ Note ”  and  “ Notes ”
shall
      have the meanings provided in Section 2.05(a).




“ Notice
      of Borrowing ”
shall
      have the meaning provided in Section 2.03(a).




13




“ Notice
      of Conversion/Continuation ”
shall
      have the meaning provided in Section 2.06.




“ Notice
      Office ”
shall
      mean the office of the Administrative Agent located at 55 Railroad Avenue,
      Greenwich, CT 06830, Attention: General Counsel, Telephone No.: (203)
      302-1700, and Telecopier No.: (203) 302-1779, or such other office or person
      as
      the Administrative Agent may hereafter designate in writing as such to the
      other
      parties hereto.




“ Obligation
      Currency ”
shall
      have the meaning provided in Section 13.18.




“ Obligations ”
shall
      mean all amounts owing to the Administrative Agent or any Lender pursuant to
      the
      terms of this Agreement or any other Loan Document, including, without
      limitation, all amounts in respect of any principal, interest (including any
      interest accruing subsequent to the filing of a petition in bankruptcy,
      reorganization or similar proceeding at the rate provided for in this Agreement,
      whether or not such interest is an allowed claim under any such proceeding
      or
      under applicable state, federal or foreign law), penalties, fees, expenses,
      indemnifications, reimbursements, damages and other liabilities, and guarantees
      of the foregoing amounts.




“ Patriot
      Act ”
shall
      have the meaning provided in Section 13.14.




“ Payment
      Date ”
shall
      mean the last Business Day of each calendar month occurring after the Initial
      Borrowing Date.




“ Payment
      Office ”
shall
      mean the office of the Administrative Agent located at 55 Railroad Avenue,
      Greenwich, CT 06830, Attention: General Counsel, Telephone No.: (203) 302-1700
      and Telecopier No.: (203) 302-1779 or such other office as the Administrative
      Agent may hereafter designate in writing as such to the other parties hereto.




“ Permitted
      Encumbrances ”
shall
      have the meaning provided in Section 10.01.




“ Permitted
      Holder ”
shall
      mean Luiz Humberto Goyzueta or Plainfield Asset Management LLC, its Affiliates
      and their successors or assigns.




“ Person ”
shall
      mean any individual, partnership, joint venture, firm, corporation, association,
      limited liability company, trust or other enterprise or any Governmental
      Authority.




“ Peru ”
shall
      mean the Republic of Peru.




“ Plan ”
shall
      mean any “employee benefit plan” as defined in Section 3(3) of ERISA or any
“plan” subject to Section 4975 of the Code.




“ Pledge
      Agreement ”
shall
      have the meaning provided in Section 5.10.




“ Prime
      Lending Rate ”
shall
      mean the rate which JPMorgan Chase Bank announces from time to time as its
      prime
      lending rate, the Prime Lending Rate to change when and as such prime lending
      rate changes. The Prime Lending Rate is a reference rate and does not
      necessarily represent the lowest or best rate actually charged to any customer
      by JPMorgan Chase Bank, which may make commercial loans or other loans at rates
      of interest at, above or below the Prime Lending Rate.




14




“ Qualified
      Jurisdiction ”
shall
      mean each of Peru and Argentina.




“ Rating
      Agencies ”
shall
      mean each of Fitch, Moody’s and S&P.




“ Real
      Property ”
of
      any
      Person shall mean all the right, title and interest of such Person in and to
      land, improvements and fixtures, including Leaseholds.




“ Registration
      Rights Agreement ”
      shall mean the agreement between Holdings, Plainfield Peru I LLC and Plainfield
      Peru II LLC, dated September 12, 2007.




“ Recovery
      Event ”
shall
      mean the receipt by either of the Borrowers of any cash insurance proceeds
      or
      condemnation awards payable (a) by reason of theft, loss, physical destruction,
      damage, taking or any other similar event with respect to any property or assets
      of such Borrower or (b) under any policy of insurance maintained by any of
      them.




“ Regulation
      D ”
shall
      mean Regulation D of the Board as from time to time in effect and any successor
      to all or a portion thereof establishing reserve requirements.




“ Regulation
      T ”
shall
      mean Regulation T of the Board as from time to time in effect and any successor
      to all or a portion thereof.




“ Regulation
      U ”
shall
      mean Regulation U of the Board as from time to time in effect and any successor
      to all or a portion thereof.




“ Regulation
      X ”
shall
      mean Regulation X of the Board as from time to time in effect and any successor
      to all or a portion thereof.




“ Release ”
shall
      mean actively or passively disposing, discharging, injecting, spilling, pumping,
      leaking, leaching, dumping, emitting, escaping, emptying, pouring, seeping,
      migrating or the like, into or upon any land or water or air, or otherwise
      entering into the environment.




“ Relevant
      Reinvestment Period ”
shall
      mean twelve months from the date on which any of the Credit Parties receives
      the
      cash proceeds to be reinvested.




“ Replaced
      Lender ”
shall
      have the meaning provided in Section 2.12.




“ Replacement
      Lender ”
shall
      have the meaning provided in Section 2.12.




“ Required
      Lenders ”
shall
      mean, at any time, Non-Defaulting Lenders the sum of whose outstanding Loans
      at
      such time represents more than 50% of the sum of all outstanding Loans of
      Non-Defaulting Lenders.




“ Returns ”
shall
      have the meaning provided in Section 8.09.




15




“ S&P ”
shall
      mean Standard & Poor’s Ratings Service, a division of The McGraw-Hill
      Companies, Inc., or any successor thereto.




“ SEC ”
shall
      mean the Securities and Exchange Commission.




“ Securities
      Act ”
shall
      mean the Securities Act of 1933, as amended, and the rules and regulations
      promulgated thereunder.




“ Securities
      Purchase Agreement ”
      shall mean the agreement, dated September 12, 2007, between Plainfield Peru
      I
      LLC, Plainfield Peru II LLC and Holdings whereby Holdings will issue 11,000,000
      shares of Common Stock.




“ Security
      Agreements ”
shall
      mean the Assets Mobile Guaranty Agreements and the Share Mobile Guarantee
      Agreements.




“ Security
      Documents ”
shall
      mean the Mortgages, the Assignment of Material Contracts Agreement, the Security
      Agreements, the Pledge Agreement, Account Agreement, and the Argentine Stock
      Pledge Agreement.




“ Share
      Mobile Guarantee Agreements ”
means
      each of the agreements *(convenio
      de preconstitución de garantía mobiliaria abierta sobre
      acciones),* dated as
      of September 12,
      2007, entered into by and among each of the Borrowers, the Subsidiary
      Guarantors, and the Administrative Agent, as pledge on behalf of the Lenders,
      in
      form and substance satisfactory to the Administrative Agent, pursuant to which
      100% of the outstanding capital stock of the Borrowers and the Subsidiary
      Guarantors will be granted as security for the obligations of the Borrowers
      under the Loan Documents.




“ Shareholders
      Agreement ”
      shall mean the
      Shareholders Agreement, dated September 12,
      2007, among Plainfield Peru I LLC, Plainfield Peru II LLC and the other
      shareholders party thereto.




“ Subsidiaries
      Guaranty ”
shall
      have the meanings provided in Section 5.08.




“ Subsidiary ”
shall
      mean, as to any Person, (i) any corporation more than 50% of whose stock of
      any
      class or classes having by the terms thereof ordinary voting power to elect
      a
      majority of the directors of such corporation (irrespective of whether or not
      at
      the time stock of any class or classes of such corporation shall have or might
      have voting power by reason of the happening of any contingency) is at the
      time
      owned by such Person and/or one or more Subsidiaries of such Person and (ii)
      any
      partnership, limited liability company, association, joint venture or other
      entity in which such Person and/or one or more Subsidiaries of such Person
      has
      more than a 50% equity interest at the time. Unless otherwise qualified, all
      references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer
      to a Subsidiary or Subsidiaries of the Borrowers.




“ Subsidiary
      Guarantor ”
shall
      mean each Subsidiary of either of the Borrowers or Holdings whether existing
      on
      the Initial Borrowing Date or established, created or acquired after the Initial
      Borrowing Date, unless and until such time as the respective Subsidiary is
      released from all of its obligations under the Guaranty in accordance with
      the
      terms and provisions thereof. Notwithstanding the foregoing, no Subsidiary
      organized and existing under Argentine law shall be deemed a Subsidiary
      Guarantor until such Subsidiary is authorized under its bylaws and applicable
      Argentine law to guaranty the obligations of another Person.




16




“ Taxes ”
shall
      have the meaning provided in Section 4.05.




“ Total
      Commitment ”
shall
      mean, at any time, the sum of the Commitments of each of the Lenders at such
      time.




“ Tradetex
      Notes ”
shall
      mean, two promissory notes granted in favor of Tradetex International in the
      amount of $1,200,000.00 ($600,000.00 each) plus interest in the order of
      $139,223.39 arising from the purchase agreement in which Pure Biofuels del
      Peru
      S.A.C. bought the real estate located at Carretera Ventanilla, Lot B-2, Fundo
      Marquez, District and Province of Callao, Department of Lima, Peru, registered
      in the entry No. 70091962 of the Real Estate Registry in and for Callao in
      the
      Public Register in and for Lima, as detailed in public deed of December 22,
      2006, registered before the Public Notary of Lima, Mr. Alfredo Paino
      Scarpatti.




“ Transaction ”
shall
      mean, collectively, (a) the execution, delivery and performance by each Credit
      Party of the Loan Documents to which it is a party, the incurrence of Loans
      on
      the Initial Borrowing Date and the use of proceeds thereof, (b) the Convertible
      Note Transaction and (c) the payment of all fees and expenses in connection
      with
      the foregoing.




“ Treasury
      Rate ”
shall
      mean, for any day, a rate per annum that is from time to time published in
      the
“Money Rates” section of the Wall Street Journal as being the “Treasury bill
      auction 4 Weeks” rate (or, if more than one rate is published as the Treasury
      Rate, then the highest of such rates). The Treasury Rate will change as of
      the
      date of publication in the Wall Street Journal of a Treasury Rate that is
      different from that published on the preceeding Business Day. In the event
      that
      The Wall Street Journal shall, for any reason, fail or cease to publish the
      Treasury Rate, the Administrative Agent shall choose a reasonably comparable
      index or source to use as the basis for the Treasury Rate.




“ Treaty ” shall
      mean the
      Treaty establishing the European Community being the Treaty of Rome of March
      25,
      1957, as amended by the Single European Act 1986, the Maastricht Treaty (which
      was signed at Maastricht on February 7, 1992) and the Treaty of Amsterdam (which
      was signed in Amsterdam on October 2, 1997).




“ Type ”
shall
      mean the type of Loan determined with regard to the interest option applicable
      thereto, i.e. ,
      whether
      a Base Rate Loan or a Eurodollar Loan.




“ UCC ”
shall
      mean the Uniform Commercial Code as from time to time in effect in the relevant
      jurisdiction.




“ United
      States ”
and
      “ U.S. ”
shall
      each mean the United States of America.




“ U.S.
      Credit Party ”
shall
      mean each Credit Party that is organized within the United States.




17




“ U.S.
      Dollar Equivalent ”
of
      an
      amount denominated in a currency other than Dollars shall mean, at any time
      for
      the determination thereof, the amount of Dollars which could be purchased with
      the amount of such currency involved in such computation at the spot exchange
      rate therefor as quoted by the Administrative Agent as of 11:00 A.M. (New York
      time) on the date two Business Days prior to the date of any determination
      thereof for purchase on such date.




“ Warrants ”
      shall mean the warrants issued to purchase shares of Common Stock, which
      shall be exercisable into 56,938,245 shares of Common Stock (subject to
      adjustment) representing, in the aggregate, 34.4% of the fully diluted shares
      of
      Common Stock, as of September
      12, 2007 issued pursuant to the Securities Purchase Agreement.




“ Wholly-Owned
      Subsidiary ”
shall
      mean, as to any Person, (i) any corporation which is controlled (as such term
      is
      used in clause (b) of the definition of “Affiliate”) by such Person and 100% of
      whose capital stock is at the time owned, by such Person and/or one or more
      Wholly-Owned Subsidiaries of such Person and (ii) any partnership, limited
      liability company, association, joint venture or other entity which is
      controlled (as such term is used in clause (b) of the definition of “Affiliate”)
      by such Person and in which such Person and/or one or more Wholly-Owned
      Subsidiaries of such Person has a 100% equity interest at such time.
      Notwithstanding the foregoing, an entity shall be considered a Wholly-Owned
      Subsidiary if the only shares or interests not owned by such Person and/or
      one
      or more Wholly-Owned Subsidiaries of such Person is required by applicable
      local
      law.




“ Working
      Capital Facility ”
shall
      mean one or more unsecured working capital facilities approved by the
      Administrative Agent in its reasonable discretion with banks or other lenders
      providing for revolving credit loans, term loans receivables financings
      (including through the sale of receivables to such lenders or to special purpose
      entities formed to borrow from such lenders against such receivables) or letters
      of credit, in each case, as amended, restated, modified, renewed, refunded,
      replaced (whether upon or after termination or otherwise) or refinanced in
      whole
      or in part from time to time.




“ Voting
      Agreement ”
shall
      mean the Voting Agreement, dated as of September 12, 2007
      among Plainfield Peru I LLC, Holdings and the other shareholders party
      thereto.




SECTION
      2.  Amount and Terms of Credit.




2.01     
      The Commitments.
      Subject
      to and upon the terms and conditions set forth herein, each Lender with a
      Commitment severally agrees to make, at any time and from time to time on or
      after the Initial Borrowing Date and prior to the Final Maturity Date, a loan
      or
      loans (each, a “Loan”
and,
      collectively, the “Loans”)
      to the
      Borrowers, which Loans (i) shall be denominated in Dollars, (ii) shall, at
      the
      option of the Borrowers, be incurred and maintained as, and/or converted into,
      Base Rate Loans or Eurodollar Loans, (iii) shall not exceed for each such Lender
      at any time the Commitment of such Lender at such time, (iv) shall be utilized
      solely for the purposes set forth on Schedule 2.01 hereto and (v) may be repaid
      in accordance with the provisions hereof. Once repaid, Loans incurred hereunder
      may not be reborrowed




18




2.02  Minimum
      Amount of Each Borrowing. The
      aggregate principal amount of (x) the Borrowing of Loans made on the Initial
      Borrowing Date, shall be at least $2,000,000 and (y) each Borrowing of Loans
      thereafter, shall not be less than the Minimum Borrowing Amount. More than
      one
      Borrowing may occur on the same date, but at no time shall there be outstanding
      more than seven (7) Borrowings of Eurodollar Loans in the aggregate.




2.03  Notice
      of Borrowing. (a) Whenever
      the Borrowers desire to incur (x) Eurodollar Loans hereunder, the Borrowers
      shall give the Administrative Agent at the Notice Office at least three Business
      Days’ prior notice of each Eurodollar Loan to be incurred hereunder and (y) Base
      Rate Loans hereunder, the Borrowers shall give the Administrative Agent at
      the
      Notice Office at least one Business Day’s prior notice of each Base Rate Loan to
      be incurred hereunder, provided that (in
      each case) any such notice shall be deemed to have been given on a certain
      day
      only if given before 11:00 A.M. (New York City time) on such day. Each such
      notice (each, a “ Notice
      of Borrowing ”)
      shall
      be irrevocable and shall be in writing, or by telephone promptly confirmed
      in
      writing, in the form of Exhibit A-1, appropriately completed to specify: (i)
      the
      aggregate principal amount of the Loans to be incurred pursuant to such
      Borrowing, (ii) the date of such Borrowing (which shall be a Business Day),
      and
      (iii) whether the Loans being incurred pursuant to such Borrowing are to be
      initially maintained as Base Rate Loans or, to the extent permitted hereunder,
      Eurodollar Loans. The Administrative Agent shall promptly give each Lender
      which
      is required to make Loans, notice of such proposed Borrowing, of such Lender’s
      proportionate share thereof and of the other matters required by the immediately
      preceding sentence to be specified in the Notice of Borrowing.




(b)  Without
      in any way limiting the obligation of the Borrowers to confirm in writing any
      telephonic notice of any Borrowing or prepayment of Loans, the Administrative
      Agent may act without liability upon the basis of telephonic notice of such
      Borrowing or prepayment, as the case may be, believed by the Administrative
      Agent in good faith to be from an Authorized Officer of the Borrowers, prior
      to
      receipt of written confirmation. In each such case, the Borrowers hereby waive
      the right to dispute the Administrative Agent’s record of the terms of such
      telephonic notice of such Borrowing or prepayment of Loans, as the case may
      be,
      absent manifest error.




2.04  Disbursement
      of Funds. No later than 2:00 P.M. (New York City time) on the date of each
      Borrowing, each Lender shall make available the amount of its Loans (determined
      in accordance with Schedule 1.01). All such amounts will be made available
      in
      Dollars and in immediately available funds at the Payment Office, and the
      Administrative Agent will make available to the Borrowers at the Payment Office
      the aggregate of the amounts so made available by the Lenders.




Unless
      the Administrative Agent shall have been notified by any Lender prior to the
      date of Borrowing that such Lender does not intend to make available to the
      Administrative Agent such Lender’s portion of any Borrowing to be made on such
      date, the Administrative Agent may assume that such Lender has made such amount
      available to the Administrative Agent on such date of Borrowing and the
      Administrative Agent may (but shall not be obligated to), in reliance upon
      such
      assumption, make available to the Borrowers a corresponding amount. If such
      corresponding amount is not in fact made available to the Administrative Agent
      by such Lender, the Administrative Agent shall be entitled to recover such
      corresponding amount on demand from such Lender. If such Lender does not pay
      such corresponding amount forthwith upon the Administrative Agent’s demand
      therefor, the Administrative Agent shall promptly notify the Borrowers and
      the
      Borrowers shall immediately pay such corresponding amount to the Administrative
      Agent. The Administrative Agent also shall be entitled to recover on demand
      from
      such Lender or the Borrowers, as the case may be, interest on such corresponding
      amount in respect of each day from the date such corresponding amount was made
      available by the Administrative Agent to the Borrowers until the date such
      corresponding amount is recovered by the Administrative Agent, at a rate per
      annum equal to (i) if recovered from such Lender, the overnight Federal Funds
      Rate for the first three days and at the interest rate otherwise applicable
      to
      such Loans for each day thereafter and (ii) if recovered from the Borrowers,
      the
      rate of interest applicable to the respective Borrowing, as determined pursuant
      to Section 2.08. Nothing in this Section 2.04 shall be deemed to relieve any
      Lender from its obligation to make Loans hereunder or to prejudice any rights
      which the Borrowers may have against any Lender as a result of any failure
      by
      such Lender to make Loans hereunder.




19




2.05  Notes. (a) The
      obligation of each Borrower to pay the principal of, and interest on, each
      Loan
      made to it by each Lender shall be evidenced by a promissory note duly executed
      and delivered by such Borrower substantially in the form of Exhibit B, with
      blanks appropriately completed in conformity herewith (each, a “ Note ”
and,
      collectively, the “ Notes ”).




(b)  Each
      Lender will note on its internal records the amount of each Loan made by it
      and
      each payment in respect thereof and prior to any transfer of any of its Notes
      will endorse on the reverse side thereof the outstanding principal amount of
      the
      Loan evidenced thereby. Failure to make any such notation or any error in such
      notation shall not affect the Borrower’s obligations in respect of such
      Loan.




2.06  Conversions.
      The Borrowers shall have the option to convert, on any Business Day, all or
      a
      portion equal to at least the Minimum Borrowing Amount of the outstanding
      principal amount of Loans made pursuant to one or more Borrowings of one or
      more
      Types of Loans into a Borrowing of another Type of Loan, provided that,
      (i) except as otherwise provided in Section 2.10(b), Eurodollar Loans may be
      converted into Base Rate Loans only on the last day of an Interest Period
      applicable to the Loans being converted and no such partial conversion of
      Eurodollar Loans shall reduce the outstanding principal amount of such
      Eurodollar Loans made pursuant to a single Borrowing to less than the Minimum
      Borrowing Amount applicable thereto, (ii) unless the Required Lenders otherwise
      agree, Base Rate Loans may only be converted into Eurodollar Loans if no Default
      or Event of Default is in existence on the date of the conversion, and (iii)
      no
      conversion pursuant to this Section 2.06 shall result in a greater number of
      Borrowings of Eurodollar Loans than is permitted under Section 2.02. Each such
      conversion shall be effected by the Borrowers by giving the Administrative
      Agent
      at the Notice Office prior to 11:00 A.M. (New York City time) at least (x)
      in
      the case of conversions of Base Rate Loans into Eurodollar Loans, three Business
      Days’ prior notice and (y) in the case of conversions of Eurodollar Loans into
      Base Rate Loans, one Business Day’s prior notice (each, a “ Notice
      of Conversion/Continuation ”),
      in
      each case in the form of Exhibit A-2, appropriately completed to specify the
      Loans to be so converted, the Borrowing or Borrowings pursuant to which such
      Loans were incurred and, if to be converted into Eurodollar Loans, the Interest
      Period to be initially applicable thereto. The Administrative Agent shall give
      each Lender prompt notice of any such proposed conversion affecting any of
      its
      Loans.




20




2.07  Pro
      Rata Borrowings. All Borrowings of Loans under this Agreement shall be
      incurred from the Lenders pro  rata on the
      basis of their Commitments; provided , however ,
      that
      the Commitment of Plainfield Special Situations Master Fund Limited will at all
      times equal at least 50% of the aggregate Commitments. It is understood that
      no
      Lender shall be responsible for any default by any other Lender of its
      obligation to make Loans hereunder and that each Lender shall be obligated
      to
      make the Loans provided to be made by it hereunder, regardless of the failure
      of
      any other Lender to make its Loans hereunder.




2.08  Interest. (a) The
      Borrowers jointly and severally agree to pay interest in respect of the unpaid
      principal amount of each Base Rate Loan from the date of Borrowing thereof
      until
      the earlier of (i) the maturity thereof (whether by acceleration or otherwise)
      and (ii) the conversion of such Base Rate Loan to a Eurodollar Loan pursuant
      to
      Section 2.06 or 2.09, as applicable, at a rate per annum which shall be equal
      to
      the sum of the relevant Applicable Margin plus the Base Rate, each as in effect
      from time to time.




(b)  The
      Borrowers jointly and severally agree to pay interest in respect of the unpaid
      principal amount of each Eurodollar Loan from the date of Borrowing thereof
      until the earlier of (i) the maturity thereof (whether by acceleration or
      otherwise) and (ii) the conversion of such Eurodollar Loan to a Base Rate Loan
      pursuant to Section 2.06, 2.09 or 2.10, as applicable, at a rate per annum
      which
      shall, during each Interest Period applicable thereto, be equal to the sum
      of
      the relevant Applicable Margin as in effect from time to time during such
      Interest Period plus the Eurodollar Rate for such Interest Period.




(c)  Overdue
      principal and, to the extent permitted by law, overdue interest in respect
      of
      each Loan shall, in each case, bear interest at a rate per annum equal to the
      greater of (x) the rate which is 2% in excess of the rate then borne by such
      Loans and (y) the rate which is 2% in excess of the rate otherwise applicable
      to
      Base Rate Loans from time to time, and all other overdue amounts payable
      hereunder and under any other Loan Document shall bear interest at a rate per
      annum equal to the rate which is 2% in excess of the rate applicable to Loans
      that are maintained as Base Rate Loans from time to time. Interest that accrues
      under this Section 2.08(c) shall be payable on demand.




(d)  Accrued
      (and theretofore unpaid) interest shall be payable (from the Interest Reserve
      until exhausted and thereafter by the Borrowers) (i) in respect of each Base
      Rate Loan, (x) monthly in arrears on each Payment Date, (y) on the date of
      any
      repayment or pre-payment in full of all outstanding Base Rate Loans, and (z)
      at
      maturity (whether by acceleration or otherwise) and, after such maturity, on
      demand, and (ii) in respect of each Eurodollar Loan, (x) on the last day of
      each
      Interest Period applicable thereto and, in the case of an Interest Period in
      excess of one month, on each date occurring at one month intervals after the
      first day of such Interest Period, and (y) on the date of any repayment or
      prepayment (on the amount repaid or prepaid), at maturity (whether by
      acceleration or otherwise) and, after such maturity, on demand.




(e)  Upon
      each
      Interest Determination Date, the Administrative Agent shall determine the
      Eurodollar Rate for each Interest Period applicable to the respective Eurodollar
      Loans and shall promptly notify the Borrowers and the Lenders thereof. Each
      such
      determina-tion shall, absent manifest error, be final and conclusive and binding
      on all parties hereto.




21




2.09  Interest
      Periods. Each interest period (each, an “ Interest
      Period ”)
      applicable to a Eurodollar Loan shall be a twelve (12) month period, provided that:




(i)  all
      Eurodollar Loans comprising a Borrowing shall at all times have the same
      Interest Period;




(ii)  the
      initial Interest Period for any Eurodollar Loan shall commence on the date
      of
      Borrowing of such Eurodollar Loan (including the date of any conversion thereto
      from a Base Rate Loan) and each Interest Period occurring thereafter in respect
      of such Eurodollar Loan shall commence on the day on which the next preceding
      Interest Period applicable thereto expires;




(iii)  if
      any
      Interest Period for a Eurodollar Loan begins on a day for which there is no
      numerically corresponding day in the calendar month at the end of such Interest
      Period, such Interest Period shall end on the last Business Day of such calendar
      month;




(iv)  if
      any
      Interest Period for a Eurodollar Loan would otherwise expire on a day which
      is
      not a Business Day, such Interest Period shall expire on the next succeeding
      Business Day; provided , however ,
      that if
      any Interest Period for a Eurodollar Loan would otherwise expire on a day which
      is not a Business Day but is a day of the month after which no further Business
      Day occurs in such month, such Interest Period shall expire on the next
      preceding Business Day;




(v)  unless
      the Required Lenders otherwise agree, no Interest Period may be selected at
      any
      time when a Default or an Event of Default is then in existence;
      and




(vi)  no
      Interest Period in respect of any Borrowing shall be selected which extends
      beyond the Final Maturity Date.




If
      by
      11:00 A.M. (New York City time) on the third Business Day prior to the
      expiration of any Interest Period applicable to a Borrowing of Eurodollar Loans,
      a new Interest Period is not permitted to be applicable to such Eurodollar
      Loans
      as provided above, the Borrowers shall be deemed to have elected to convert
      such
      Eurodollar Loans into Base Rate Loans effective as of the expiration date of
      the
      current Interest Period.




2.10  Increased
      Costs, Illegality, etc.




(a) In the
      event that any Lender shall have determined (which determination shall, absent
      manifest error, be final and conclusive and binding upon all parties hereto
      but,
      with respect to clause (i) below, may be made only by the Administrative
      Agent):




(i)  on
      any
      Interest Determination Date that, by reason of any changes arising after the
      date of this Agreement affecting the interbank Eurodollar market, adequate
      and
      fair means do not exist for ascertaining the applicable interest rate on the
      basis provided for in the definition of Eurodollar Rate; or




(ii)  at
      any
      time, that such Lender shall incur increased costs or reductions in the amounts
      received or receivable hereunder with respect to any Eurodollar Loan because
      of
      (x) any change since the Effective Date in any applicable law or governmental
      rule, regulation, order, guideline or request (whether or not having the force
      of law) or in the interpretation or administration thereof and including the
      introduction of any new law or governmental rule, regulation, order, guideline
      or request, such as, but not limited to: (A) a change in the basis of taxation
      of payment to any Lender of the principal of or interest on the Loans or the
      Notes or any other amounts payable hereunder (except for changes in the rate
      of
      tax on, or determined by reference to, the net income or net profits of such
      Lender pursuant to the laws of the jurisdiction in which it is organized or
      in
      which its principal office or applicable lending office is located or any
      subdivision thereof or therein) or (B) a change in official reserve
      requirements, but, in all events, excluding reserves required under Regulation
      D
      to the extent included in the computation of the Eurodollar Rate and/or (y)
      other circumstances arising since the Effective Date affecting such Lender,
      the
      interbank Eurodollar market or the position of such Lender in such market;
      or




22




(iii)  at
      any
      time, that the making or continuance of any Eurodollar Loan has been made (x)
      unlawful by any law or governmental rule, regulation or order, (y) impossible
      by
      compliance by any Lender in good faith with any governmental request (whether
      or
      not having force of law) or (z) impracticable as a result of a contingency
      occurring after the Effective Date which materially and adversely affects the
      interbank Eurodollar market;




then,
      and
      in any such event, such Lender (or the Administrative Agent, in the case of
      clause (i) above) shall promptly give notice (by telephone promptly confirmed
      in
      writing) to the Borrower and, except in the case of clause (i) above, to the
      Administrative Agent of such determination (which notice the Administrative
      Agent shall promptly transmit to each of the other Lenders). Thereafter (x)
      in
      the case of clause (i) above, Eurodollar Loans shall no longer be available
      until such time as the Administrative Agent notifies the Borrower and the
      Lenders that the circumstances giving rise to such notice by the Administrative
      Agent no longer exist, and any Notice of Borrowing or Notice of
      Conversion/Continuation given by such Borrower with respect to Eurodollar Loans
      which have not yet been incurred (including by way of conversion) shall be
      deemed rescinded by the Borrowers, (y) in the case of clause (ii) above, the
      Borrowers jointly and severally agree to pay to such Lender, upon such Lender’s
      written request therefor, such additional amounts (in the form of an increased
      rate of, or a different method of calculating, interest or otherwise as such
      Lender in its sole discretion shall determine) as shall be required to
      compensate such Lender for such increased costs or reductions in amounts
      received or receivable hereunder (a written notice as to the additional amounts
      owed to such Lender, showing in reasonable detail the basis for the calculation
      thereof, submitted to the Borrowers by such Lender shall, absent manifest error,
      be final and conclusive and binding on all the parties hereto) and (z) in the
      case of clause (iii) above, the Borrower shall take one of the actions specified
      in Section 2.10(b) as promptly as possible and, in any event, within the time
      period required by law.




(b)  At
      any
      time that any Eurodollar Loan is affected by the circumstances described in
      Section 2.10(a)(ii), the Borrower may, and in the case of a Eurodollar Loan
      affected by the circumstances described in Section 2.10(a)(iii), the Borrowers
      shall, either (x) if the affected Eurodollar Loan is then being made initially
      or pursuant to a conversion, cancel such Borrowing by giving the Administrative
      Agent telephonic notice (confirmed in writing) on the same date that the
      Borrower was notified by the affected Lender or the Administrative Agent
      pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar
      Loan
      is then outstanding, upon at least three Business Days’ written notice to the
      Administrative Agent, require the affected Lender to convert such Eurodollar
      Loan into a Base Rate Loan, provided that, if
      more than one Lender is affected at any time, then all affected Lenders must
      be
      treated the same pursuant to this Section 2.10(b).




23




(c)  If
      any
      Lender determines that after the Effective Date the introduction of or any
      change in any applicable law or governmental rule, regulation, order, guideline,
      directive or request (whether or not having the force of law) concerning capital
      adequacy, or any change in interpretation or administration thereof by the
      NAIC
      or any Governmental Authority, central bank or comparable agency, will have
      the
      effect of increasing the amount of capital required or expected to be maintained
      by such Lender or any corporation controlling such Lender based on the existence
      of such Lender’s Commitments hereunder or its obligations hereunder, then the
      Borrowers jointly and severally agree to pay to such Lender, upon its written
      demand therefor, such additional amounts as shall be required to compensate
      such
      Lender or such other corporation for the increased cost to such Lender or such
      other corporation or the reduction in the rate of return to such Lender or
      such
      other corporation as a result of such increase of capital. In determining such
      additional amounts, each Lender will act reasonably and in good faith and will
      use averaging and attribution methods which are reasonable, provided that
      such Lender’s determination of compensation owing under this Section 2.10(c)
      shall, absent manifest error, be final and conclusive and binding on all the
      parties hereto. Each Lender, upon determining that any additional amounts will
      be payable pursuant to this Section 2.10(c), will give prompt written notice
      thereof to the Borrowers, which notice shall show in reasonable detail the
      basis
      for calculation of such additional amounts.




2.11  Compensation.
      The Borrowers jointly and severally agree to compensate each Lender, upon its
      written request (which request shall set forth in reasonable detail the basis
      for requesting such compensation), for all losses, expenses and liabilities
      (including, without limitation, any loss, expense or liability incurred by
      reason of the liquidation or reemployment of deposits or other funds required
      by
      such Lender to fund its Eurodollar Loans but excluding loss of anticipated
      profits) which such Lender may sustain: (i) if for any reason (other than a
      default by such Lender or the Administrative Agent) a Borrowing of, or
      conversion from or into, Eurodollar Loans does not occur on a date specified
      therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether
      or not withdrawn by the Borrowers or deemed withdrawn pursuant to Section
      2.10(a)); (ii) if any prepayment or repayment (including any prepayment or
      repayment made pursuant to Section 4.01, Section 4.02 or as a result of an
      acceleration of the Loans pursuant to Section 11) or conversion of any of its
      Eurodollar Loans occurs on a date which is not the last day of an Interest
      Period with respect thereto; (iii) if any prepayment of any of its Eurodollar
      Loans is not made on any date specified in a notice of prepayment given by
      the
      Borrowers; or (iv) as a consequence of (x) any other default by the Borrowers
      to
      repay Eurodollar Loans when required by the terms of this Agreement or any
      Note
      held by such Lender or (y) any election made pursuant to Section
      2.10(b).




2.12  Replacement
      of Lenders. (x)  If any Lender becomes a Defaulting Lender, (y) upon
      the occurrence of any event giving rise to the operation of Section 2.10(a)(ii)
      or (iii) or Section 2.10(c) with respect to any Lender which results in such
      Lender charging to the Borrower increased costs in excess of those being
      generally charged by the other Lenders or (z) in the case of a refusal by a
      Lender to consent to a proposed change, waiver, discharge or termination with
      respect to this Agreement which has been approved by the Required Lenders as
      (and to the extent) provided in Section 13.12(b), the Borrowers shall have
      the
      right, in accordance with Section 13.04(b), if no Default or Event of Default
      then exists or would exist after giving effect to such replacement, to replace
      such Lender (the “ Replaced
      Lender ”)
      with
      one or more other Eligible Transferees, none of whom shall constitute a
      Defaulting Lender at the time of such replacement (collectively, the
“ Replacement
      Lender ”)
      and
      each of which shall be reason-ably acceptable to the Administrative Agent or,
      in
      the case of a replacement as provided in Section 13.12(b) where the consent
      of the respective Lender is required with respect to less than all of its Loans
      or Commitments, to replace the Commitments and/or outstanding Loans of such
      Lender where the consent of such Lender would otherwise be individually
      required, with identical Commitments and/or Loans provided by the Replacement
      Lender; provided that:




24




(a)  at
      the
      time of any replacement pursuant to this Section 2.12, the Replacement Lender
      shall enter into one or more Assignment and Assumption Agreements pursuant
      to
      Section 13.04(b) (and with all fees payable pursuant to said Section 13.04(b)
      to
      be paid by the Replacement Lender and/or the Replaced Lender (as may be agreed
      to at such time by and among the Borrowers, the Replacement Lender and the
      Replaced Lender)) pursuant to which the Replacement Lender shall acquire all
      of
      the Commitments and outstanding Loans of, and in each case, the Replaced Lender
      and, in connection therewith, shall pay to the Replaced Lender in respect
      thereof an amount equal to the sum of (A) an amount equal to the principal
      of,
      and all accrued interest on, all outstanding Loans of the respective Replaced
      Lender under each Tranche with respect to which such Replaced Lender is being
      replaced, and (B) an amount equal to all accrued, but theretofore unpaid, Fees
      owing to the Replaced Lender pursuant to Section 3.01; and




(b)  all
      obligations of the Borrowers then owing to the Replaced Lender (other than
      those
      (i) specifically described in clause (a) above in respect of which the
      assignment purchase price has been, or is concurrently being, paid, but
      including all amounts, if any, owing under Section 2.11 or (ii) relating to
      any
      Loans and/or Commitments of the respective Replaced Lender which will remain
      outstanding after giving effect to the respective replacement) shall be paid
      in
      full to such Replaced Lender concurrently with such replacement.




Upon
      receipt by the Replaced Lender of all amounts required to be paid to it pursuant
      to this Section 2.12, the Administrative Agent shall be entitled (but not
      obligated) and authorized to execute an Assignment and Assumption Agreement
      on
      behalf of such Replaced Lender, and any such Assignment and Assumption Agreement
      so executed by the Administrative Agent and the Replacement Lender shall be
      effective for purposes of this Section 2.12 and Section 13.04. Upon the
      execution of the respective Assignment and Assumption Agreement, the payment
      of
      amounts referred to in clauses (a) and (b) above, and, if so requested by the
      Replacement Lender, delivery to the Replacement Lender of the appropriate Note
      or Notes executed by the Borrower, the Replacement Lender shall become a Lender
      hereunder and, unless the respective Replaced Lender continues to have
      outstanding Loans and/or a Commitment hereunder, the Replaced Lender shall
      cease
      to constitute a Lender hereunder, except with respect to indemnification
      provisions under this Agreement (including, without limitation, Sections 2.10,
      2.11, 4.04, 12.06, 13.01 and 13.06), which shall survive as to such Replaced
      Lender.




25




SECTION
      3.  Fees; Reduction of Commitment.




3.01  Fees. (a) On the
      Initial Borrowing Date, the Borrowers shall pay to each of the Lenders a
      commitment fee (the “ Commitment
      Fee ”)
      equal
      to 1.50% of the Total Commitment, which Commitment Fee may, in the Borrowers’
sole discretion, be paid by means of deduction by such Lender of the amount
      thereof from the proceeds of the Loans made by it to the Borrowers on such
      date,
      without thereby reducing the principal amount of such Loans, such Loans being
      deemed fully advanced with the Borrowers paying the Funding Fee to such Lender
      from the proceeds thereof.




(b)  On
      the
      date of each Borrowing of Loans made hereunder, the Borrowers shall pay to
      each
      of the Lenders a funding fee (the “ Funding
      Fee ”)
      equal
      to 1.50% of the original principal amount of the Loan made to them by such
      Lender on such date, which Funding Fee may be paid by means of deduction by
      such
      Lender of the amount thereof from the proceeds of the Loans made by it to the
      Borrowers on such date, without thereby reducing the principal amount of such
      Loans, such Loans being deemed fully advanced with the Borrowers paying the
      Funding Fee to such Lender from the proceeds thereof.




3.02  Mandatory
      Reduction of Commitments. The Total Commitment (and the Commitment of each
      Lender) shall terminate in its entirety on September 12,
      2007, unless the Initial Borrowing Date has occurred on or prior to such
      date.




SECTION
      4.  Prepayments; Payments; Taxes.




4.01  Voluntary
      Prepayments. At all times following September 12,
      2009, each of the Borrowers shall have the right to prepay the Loans made to
      it,
      in whole or in part ( provided that any
      partial prepayment of the Loans made to a Borrower must be made with respect
      to
      all of the Loans made to such Borrower, and the amount of any such partial
      prepayment shall be applied to the prepayment of the outstanding principal
      amount of each of the Loans made to such Borrower pro  rata based on
      the then outstanding principal amounts of each of such Loans), at any time
      and
      from time to time on the following terms and conditions: (i) such Borrower
      shall give the Administrative Agent prior to 2:00 P.M. (New York City time)
      at
      the Notice Office at least one Business Day’s prior written notice (or
      telephonic notice promptly confirmed in writing) of its intent to prepay, which
      notice shall specify the Loans to be prepaid and the amount of such prepayment;
      and (ii) each partial prepayment of Loans pursuant to this Section 4.01(a)
      shall be in an aggregate principal amount of at least $250,000 (or such lesser
      amount as is acceptable to the Administrative Agent).




4.02  Mandatory
      Repayments. (a) In
      addition to any other mandatory repayments pursuant to this Section 4.02, on
      each date on or after the Initial Borrowing Date upon which any of the Credit
      Parties receives any cash proceeds from any capital contribution or any sale
      or
      issuance of its Equity Interests, an amount equal to 100% of the Net Cash
      Proceeds of such capital contribution or sale or issuance of Equity Interests
      shall be applied on such date as a mandatory repayment in accordance with the
      requirements of Section 4.02(f).




26




(b)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, on
      each date on or after the Initial Borrowing Date upon which any of the Credit
      Parties receives any cash proceeds from any issuance or incurrence of
      Indebtedness other than Indebtedness described in Sections 10.04(a) through
      (d),
      an amount equal to 100% of the Net Cash Proceeds of such issuance or incurrence
      of Indebtedness shall be applied on such date as a mandatory repayment in
      accordance with the requirements of Section 4.02(f).




(c)  In
      addition to any other mandatory repayments pursuant to this Section 4.02,
      on each date on or after the Initial Borrowing Date upon which any of the Credit
      Parties receives any cash proceeds from any asset sale, an amount equal to
      100%
      of the Net Sale Proceeds therefrom shall be applied on such date as a mandatory
      repayment in accordance with the requirements of Sections 4.02(f); provided , however ,
      that
      such proceeds shall not be required to be so applied on such date so long as
      no
      Default or Event of Default exists and the Borrowers have delivered a
      certificate to the Administrative Agent on such date stating that such proceeds
      shall be used to replace or restore such sold asset within the Relevant
      Reinvestment Period (which certificate shall set forth the estimates of the
      proceeds to be so expended).




(d)  In
      addition to any other mandatory repayments pursuant to this Section 4.02, on
      each Payment Date, an amount equal to 56% of the Net Earnings in the Collateral
      Account shall be applied as a mandatory repayment in accordance with the
      requirements set forth in Section 4.02(f).




(e)  In
      addition to any other mandatory repayments pursuant to this Section 4.02,
      on each date on or after the Initial Borrowing Date upon which any of the Credit
      Parties receives any cash proceeds from any Recovery Event, an amount equal
      to
      100% of the Net Insurance Proceeds from such Recovery Event shall be applied
      on
      such date as a mandatory repayment in accordance with the requirements of
      Section 4.02(e); provided , however ,
      that
      with respect to no more than $2,000,000 in the aggregate of such Net Insurance
      Proceeds received by any of the Credit Parties in any fiscal year of the Credit
      Parties, such Net Insurance Proceeds shall not be required to be so applied
      on
      such date so long as no Default or Event of Default then exists and the
      applicable Credit Party has delivered a certificate to the Administrative Agent
      on such date stating that such Net Insurance Proceeds shall be used to replace
      or restore any properties or assets in respect of which such Net Insurance
      Proceeds were paid within the Relevant Reinvestment Period (which certificate
      shall set forth the estimates of the Net Insurance Proceeds to be so expended).




(f)  Each
      amount required to be applied pursuant to Sections 4.02(a), (b), (c), (d) or
      (e)
      in accordance with this Section 4.02(f) shall be applied to repay the
      outstanding principal amount of each of the Loans pro  rata based on
      the then outstanding principal amount of each of the Loans. For the avoidance
      of
      doubt, 70% of the Borrowers’ monthly Net Earnings shall be deposited in the
      Collateral Account and only 80% of such deposited amount shall be applied as
      a
      mandatory prepayment.




(g)  In
      addition to any other mandatory repayments pursuant to this Section 4.02,
      (i) all then outstanding Loans shall be repaid in full on the Final
      Maturity Date and (ii) all then outstanding Loans shall be repaid in full on
      the
      date on which a Change of Control occurs.




27




4.03  Prepayment
      Premium. Any voluntary prepayment pursuant to Section 4.01 shall be
      accompanied by payment of an amount equal to 8% of the principal amount to
      be
      repaid occurring prior to the fifth Business Day preceding the Final Maturity
      Date.




Notwithstanding
      the foregoing, at any time following the occurrence of an Event of Default
      under
      Section 11.09, the Borrowers shall, not later than five (5) Business Days after
      being requested to do so by the Required Lenders, offer to acquire all of the
      Loans from the Lenders for a purchase price equal to (i) 100%, of the aggregate
      outstanding principal amount thereof, plus (ii) all interest and other amounts
      then owing under the Loan Documents, plus (iii) the Make Whole
      Premium.




4.04  Method
      and Place of Payment. Except as otherwise specifically provided herein, all
      payments under this Agreement and under the Notes shall be made to the
      Administrative Agent for the account of the Lender or Lenders entitled thereto
      not later than 11:00 A.M. (New York City time) on the date when due and shall
      be
      made in Dollars in immediately available funds at the Payment Office. Whenever
      any payment to be made hereunder or under any Note shall be stated to be due
      on
      a day which is not a Business Day, the due date thereof shall be extended to
      the
      next succeeding Business Day and, with respect to payments of principal,
      interest shall be payable at the applicable rate during such
      extension.




4.05  Net
      Payments. (a) All payments made by the Borrowers hereunder and under any
      Note will be made without setoff, counterclaim or other defense. All such
      payments will be made free and clear of, and without deduction or withholding
      for, any present or future taxes, levies, imposts, duties, fees, assessments
      or
      other charges of whatever nature now or hereafter imposed by any jurisdiction
      or
      by any political subdivision or taxing authority thereof or therein with respect
      to such payments (but excluding, except as provided in the second succeeding
      sentence, any tax imposed on or measured by the net income or net profits of
      a
      Lender pursuant to the laws of the jurisdiction in which it is organized or
      the
      jurisdiction in which the principal office or applicable lending office of
      such
      Lender is located or any subdivision thereof or therein, any such tax being
      hereafter referred to as a (“Domicile Tax”) and all interest, penalties or
      similar liabilities with respect to such non-excluded taxes, levies, imposts,
      duties, fees, assessments or other charges (all such non-excluded taxes, levies,
      imposts, duties, fees, assessments or other charges being referred to
      collectively as “ Taxes ”).
      If
      any Taxes are so levied or imposed, the Borrowers jointly and severally agree
      to
      pay the full amount of such Taxes, reduced by the amount of any credits
      allowable against the Domicile Tax in respect of such Taxes, as determined
      by
      the Lender pursuant to the last sentence of this Section 4.05 (the “Tax
      Credits”) and such additional amounts as may be necessary so that every payment
      of all amounts due under this Agreement or under any Note, after withholding
      or
      deduction for or on account of any Taxes, and after taking into account the
      Tax
      Credits, will not be less than the amount provided for herein or in such Note.
      If any amounts are payable in respect of Taxes pursuant to the preceding
      sentence, the Borrowers jointly and severally agree to reimburse each Lender,
      upon the written request of such Lender for Domicile Taxes and for any
      withholding of taxes as such Lender shall determine are payable by, or withheld
      from, such Lender, in respect of such amounts so paid to or on behalf of such
      Lender pursuant to the preceding sentence and in respect of any amounts paid
      to
      or on behalf of such Lender pursuant to this sentence, in each case, taking
      into
      account the Tax Credits. Each Borrower will furnish to the Administrative Agent
      within 45 days after the date the payment of any Taxes is due pursuant to
      applicable law certified copies of tax receipts evidencing such payment by
      such
      Borrower. The Borrowers jointly and severally agree to indemnify and hold
      harmless each Lender, and reimburse such Lender upon its written request, for
      the amount of any Taxes so levied or imposed and paid by such Lender. Each
      Lender, from time to time, shall provide the Borrowers with its calculation,
      made in good faith, of the amount of Tax Credits that shall be applicable to,
      and which shall constitute a reduction in, the Borrowers’ obligation to make
      payments to such Lender pursuant to this Section
      4.05 ,
      and
      which calculation shall take into account, among other things, changes in the
      ownership of such Lender, from time to time and changes in the law of the
      jurisdiction(s) imposing the Domicile Taxes applicable to the user of tax
      credits against such Domicile Taxes, provided ,
      that as
      of the Effective Date, Lenders and Borrowers agree that the Tax Credits which
      may reduce Borrowers’ obligation to make payments pursuant to this Section
      4.05 shall be
      fifteen percent (15%) of the amount of the Taxes which give rise to such payment
      obligation and shall continue at such rate until modified by one or more good
      faith calculations provided to the Borrower by a Lender or Lenders.




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(b)  Each
      Lender that is a party to this Agreement on the Effective Date or becomes an
      assignee of an interest under this Agreement after the Effective Date shall,
      on
      or before the date that it becomes a party to this Agreement pursuant to Section
      13.04(b), execute and deliver to the Borrowers an affidavit (an “ Affidavit
      of Non-Related Parties ”)
      in the
      form attached hereto as Exhibit
      P .




SECTION
      5.  Conditions Precedent to the Initial Borrowing Date.
      The obligation of the Lenders to make the Loans on the Initial Borrowing Date
      is
      subject at the time of the making of the Loans to the satisfaction of the
      following conditions:




5.01  Effective
      Date; Notes.  On or prior to the Initial Borrowing Date, (a) the
      Effective Date shall have occurred as provided in Section 13.10 and (b) there
      shall have been delivered to the Administrative Agent for the account of each
      of
      the Lenders the appropriate Notes executed by the Borrowers, each in the amount,
      maturity and as otherwise provided herein.




5.02  Certificate.  On
      the Initial Borrowing Date, the Administrative Agent shall have received a
      certificate, dated the Initial Borrowing Date and signed on behalf of each
      of
      the Borrowers by an Authorized Representative of such Borrower, certifying
      on
      behalf of such Borrower that all of the conditions in Sections 5.06, 5.07 and
      6.01 have been satisfied on such date.




5.03  Opinions
      of Counsel.  On the Initial Borrowing Date, the Administrative
      Agent shall have received (a) from each of DLA Piper US LLP and Muñiz, Ramirez,
      Pérez-Taiman & Luna-Victoria and Lewis and Roca, LLP, special counsel to the
      Credit Parties, an opinion addressed to the Administrative Agent and each of
      the
      Lenders and dated the Initial Borrowing Date covering the matters set forth
      in
      Exhibit C and such other matters incident to the transactions contemplated
      herein as the Administrative Agent may reasonably request and (b) without
      duplication, from such local counsel, reasonably acceptable to the
      Administrative Agent, in each jurisdiction where a Credit Party is “located” for
      purposes of Section 9-307 of the UCC and/or organized, in each case, an opinion
      in form and substance reasonably satisfactory to the Administrative Agent
      addressed to the Administrative Agent and each of the Lenders and dated the
      Initial Borrowing Date covering such matters incident to the transactions
      contemplated herein as the Administrative Agent may reasonably
      request.




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5.04  Company
      Documents; Proceedings; etc. (a) On the
      Initial Borrowing Date, the Administrative Agent shall have received a
      certificate from each Credit Party, dated the Initial Borrowing Date, signed
      by
      an Authorized Representative of such Credit Party, and attested to by another
      Authorized Representative of such Credit Party, in the form of Exhibit D with
      appropriate insertions, together with copies of the certificate or articles
      of
      incorporation and by-laws (or other equivalent organizational documents), as
      applicable, of such Credit Party and the resolutions of such Credit Party
      referred to in such certificate, and each of the foregoing shall be in form
      and
      substance reasonably acceptable to the Administrative Agent.




(b)  On
      the
      Initial Borrowing Date, all Business and legal proceedings and all instruments
      and agreements in connection with the transactions contemplated by this
      Agreement and the other Loan Documents shall be reasonably satisfactory in
      form
      and substance to the Administrative Agent, and the Administrative Agent shall
      have received all information and copies of all documents and papers, including
      records of Business proceedings, governmental approvals, good standing
      certificates and bring-down telegrams or facsimiles, if any, which the
      Administrative Agent reasonably may have requested in connection therewith,
      such
      documents and papers where appropriate to be certified by proper Business or
      Governmental Authorities.




5.05  Management
      Agreements. Employment Agreements. On or prior to the Initial Borrowing
      Date, there shall have been delivered to the Administrative Agent true and
      correct copies, certified as such by an Authorized Representative of each of
      the
      Borrowers the following:




(a)  of
      all
      agreements of, or with respect to, the management of each of the Borrowers
      or
      any of their Subsidiaries (collectively, the “ Management
      Agreements ”);
      all
      of which Management Agreements shall be in form and substance reasonably
      satisfactory to the Administrative Agent and shall be in full force and effect
      on the Initial Borrowing Date; and




(b)  all
      material employment agreements entered into by each of the Borrowers or any
      of
      their Subsidiaries (collectively, the “ Employment
      Agreements ”).




5.06  Adverse
      Change, Approvals. (a) Nothing
      shall have occurred since June 30, 2007 (and neither the Administrative Agent
      nor any Lender shall have become aware of any facts or conditions not previously
      known) which the Administrative Agent or any Lender shall determine has had,
      or
      could reasonably be expected to have, (i) a Material Adverse Effect or (ii)
      a
      material adverse effect on the Transaction.




30




(b)  On
      or
      prior to the Initial Borrowing Date, all necessary governmental and third party
      approvals and/or consents in connection with the Transaction, the other
      transactions contemplated hereby and the granting of liens under the Loan
      Documents shall have been obtained and remain in effect, and all applicable
      waiting periods with respect thereto shall have expired without any action
      being
      taken by any competent authority which restrains, prevents or imposes materially
      adverse conditions upon the consummation of the Transaction or the other
      transactions contemplated by the Loan Documents or otherwise referred to herein
      or therein. On the Initial Borrowing Date, there shall not exist any judgment,
      order, injunction or other restraint issued or filed or a hearing seeking
      injunctive relief or other restraint pending or notified prohibiting or imposing
      materially adverse conditions upon the Transaction or the other transactions
      contemplated by the Loan Documents or otherwise referred to herein or
      therein.






31




5.07  Litigation.  Except
      as set forth in Schedule 5.07, on the Initial Borrowing Date, there shall be
      no
      actions, suits or proceedings pending or threatened (a) with respect to the
      Transaction, this Agreement or any other Loan Document, or (b) which the
      Administrative Agent or any of the Lenders shall determine has had, or could
      reasonably be expected to have, a Material Adverse Effect.




5.08 Guaranties .
      On the
      Initial Borrowing Date, each Subsidiary Guarantor (other than the Argentine
      Subsidiary) shall have duly authorized, executed and delivered the Subsidiaries
      Guaranty in the form of Exhibit H (as amended, modified and/or supplemented
      from
      time to time, the “ Subsidiaries
      Guaranty ”),
      and
      the Subsidiaries Guaranty shall be in full force and effect.




5.09  Environmental
      Indemnity. On the Initial Borrowing Date, each of the Borrowers shall have
      duly authorized, executed and delivered the Environmental Indemnity in the
      form
      of Exhibit I (as amended, modified and/or supplemented from time to time, the
      “ Environmental
      Indemnity ”),
      and
      the Environmental Indemnity shall be in full force and effect.




5.10  Pledge
      Agreement. On the Initial Borrowing Date, each Person owing any Equity
      Interest in either of the Borrowers or any of the Subsidiary Guarantors shall
      have duly authorized, executed and delivered the Pledge Agreement in the form
      of
      Exhibit J (as amended, modified, restated and/or supplemented from time to
      time,
      the “ Pledge
      Agreement ”)
      and
      shall have delivered to the Administrative Agent, as pledgee thereunder, all
      of
      the Pledge Agreement Collateral, if any, referred to therein and then owned
      by
      such Person, (a) endorsed in blank in the case of promissory notes constituting
      Pledge Agreement Collateral and (b) together with executed and undated
      endorsements for transfer in the case of Equity Interests constituting
      certificated Pledge Agreement Collateral, along with evidence that all other
      actions necessary or, in the reasonable opinion of the Administrative Agent,
      desirable, to perfect and protect the security interests purported to be created
      by the Pledge Agreement have been taken and the Pledge Agreement shall be in
      full force and effect.




5.11  Security
      Agreements. On the Initial Borrowing Date, each Borrower and each Subsidiary
      Guarantor shall have duly authorized, executed and delivered (i) the Security
      Agreements covering Security Agreement Collateral, together with evidence of
      their (a) notarization as a public deed (escritura publica), (b) registration
      in
      the stock ledger of the applicable Credit Party (in the case of the Share Mobile
      Guaranty Agreements) and (c) filing with the Registro Mobiliario de Contratos
      of
      the Public Registries, (ii) the Assignment of Material Contracts Agreement,
      together with evidence of its notarization as a public deed (escritura publica),
      and (iii) the Argentine Stock Pledge Agreement .




5.12  [Intentionally
      omitted] .




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5.13  Mortgages;
      Title Insurance; Survey; etc. On the Initial Borrowing Date, the
      Administrative Agent shall have received:




(a)  an
      executed counterpart of a first priority Mortgage with respect to each Mortgage
      Property, together with evidence of its (a) notarization as a public deed
      (escritura publica) and (b) filing with the public registry in
      Peru;




(b)  a
      recent
      survey of each Mortgage Property (and all improvements thereon)
      (i) prepared by a surveyor or engineer licensed to perform surveys in Lima,
      Peru, (ii) certified by the surveyor (in a manner reasonably acceptable to
      the
      Administrative Agent) to the Administrative Agent in its capacity as such,
      White
& Case LLP and the title company and (iii) complying with the minimum detail
      requirements of the American Land Title Association as such requirements are
      in
      effect on the date of preparation of such survey;




(c)  to
      the
      extent requested by the Administrative Agent, copies of all leases in which
      either of the Borrowers or any Subsidiary Guarantor holds the lessor’s interest
      or other agreements relating to possessory interests, if any; provided that, to
      the extent any of the foregoing affect such Mortgage Property, to the extent
      requested by the Administrative Agent, such agreements shall be subordinate
      to
      the liens of the Mortgage to be recorded against such Mortgage Property, either
      expressly by its terms or pursuant to a subordination agreement (with any such
      agreement being reasonably acceptable to the Administrative Agent); and




(d)  private
      insurance covering each Mortgaged Property, in amounts and covering matters
      reasonably acceptable to the Administrative Agent.




5.14  Financial
      Statements. On or prior to the Initial Borrowing Date, the Administrative
      Agent shall have received true and correct copies of the historical financial
      statements of Holdings for the periods (i) from May 10, 2006 through December
      31, 2006 and (ii) the six month period ending June 30, 2007, which historical
      financial statements shall be in form and substance reasonably satisfactory
      to
      the Administrative Agent and the Lenders.


5.15 Convertible
        Note Transaction . (a) The
        Administrative Agent shall have received evidence reasonably satisfactory
        to it
        that Holdings shall have issued 11,000,000 shares of its common stock pursuant
        to the Convertible Note Documents.




(b)  On
      or
      prior to the Initial Borrowing Date, Holdings shall have received proceeds
      of
      $10,000,000 from the Convertible Note Transaction.




5.16  Solvency
      Certificate; Insurance Certificates. On the Initial Borrowing Date, the
      Administrative Agent shall have received:




(a)  a
      solvency certificate from each of the Credit Parties in the form of Exhibit
      L;
      and




(b)  certificates
      of insurance complying with the requirements of Section 9.03 for the business
      and properties of each of the Credit Parties, if applicable, in form and
      substance reasonably satisfactory to the Administrative Agent and naming the
      Administrative Agent as an additional insured and/or as loss payee, as
      applicable, and stating that such insurance shall not be canceled or materially
      revised without at least 30 days’ prior written notice by the insurer to the
      Administrative Agent.




33




5.17  Biodiesel
      Facilities. On or prior to the Initial Borrowing Date, the Administrative
      Agent shall have received evidence satisfactory to it that (a) Interpacific
      Oil
      has the right to lease land necessary to expand the existing Biodiesel Facility
      located at Calle Juno Mz. C Lt. 6B La Campiña, Chorrillos Lima 04, Peru from its
      current capacity of 7MMgy to 10MMgy which lease will have been acquired by
      the
      Borrowers on the Merger Date and (b) the Borrowers own the land to construct
      and
      operate a new 52MMgy Biodiesel Facility located in the Port of Callao, Lima,
      Peru.




5.18  Repayment
      of Existing Indebtedness. On or prior to the Initial Borrowing Date and
      concurrently with the incurrence of Loans and the use of such Loans on such
      date, all Indebtedness of the Borrowers and their Subsidiaries under the
      Existing Credit Agreement shall have been repaid in full, together with all
      fees
      and other amounts owing thereon, all commitments under the Existing Credit
      Agreement shall have been terminated and all letters of credit issued pursuant
      to the Existing Credit Agreement shall have been terminated.




5.19  Construction
      Schedule. On or prior to the Initial Borrowing Date, the Borrowers shall
      have delivered to the Administrative Agent such information and documentation
      as
      the Administrative Agent shall reasonably require in connection with the
      expansion of the existing Biodiesel Facility to be acquired by the Borrowers
      pursuant to the Binding Letter of Intent and the construction and operation
      by
      the Borrowers of the new Biodiesel Facility, including, without limitation,
      a
      construction schedules and detailed budgets for the same.




5.20  Palm
      Plantation. On or prior to the Initial Borrowing Date, the Borrowers shall
      have delivered in form and substance satisfactory to the Administrative Agent
      (a) evidence that the application to purchase 60,000 hectares of land for the
      purchase of a palm plantation (the “ Palm
      Plantation ”)
      has
      been filed with the appropriate Peruvian governmental authorities and (b)
      certificates from the regional Peruvian governments of Loreto and Pucallpa
      that
      the application to purchase the Palm Plantation has been received and is under
      review.




5.21  Fees,
      etc.  On the Initial Borrowing Date, the Borrowers shall have paid
      to the Administrative Agent (and its relevant affiliates) and each Lenders
      all
      costs, fees and expenses (including, without limitation, reasonable legal fees
      and expenses) and other compensation contemplated hereby payable to the
      Administrative Agent (and/or its relevant affiliates) or such Lenders to the
      extent then invoiced. At the Borrowers’ discretion, the Borrowers may offset any
      fees and/or expenses from the proceeds of the Borrowings.




5.22  Other
      Agreements. On or prior to the Initial Borrowing Date, the Borrowers shall
      have delivered to the Administrative Agent (i) equipment maintenance agreements,
      ensuring that all operating units will be maintained in working condition
      sufficient to meet contractual requirements for performance and compliance
      and
      shall be otherwise in form and substance satisfactory to the Administrative
      Agent, if any, and (ii) raw material acquisition agreements and biodiesel sale
      agreements, sufficient to satisfy its current business plan and otherwise in
      form and substance satisfactory to the Administrative Agent.




34




5.23  Employment
      Agreements. On the Initial Borrowing Date, the Borrowers shall have
      delivered an employment agreement with Luis Humberto Goyzueta, Steven S. Magami,
      Gustavo A. Goyzueta and Gonzalo Campos in form and substance satisfactory to
      the
      Administrative Agent and the Administrative Agent shall have completed
      background checks with respect to such employees to the satisfaction of the
      Required Lenders.




5.24  Tradetex
      Payoff Letter .
      On or
      prior to the Initial Borrowing Date, the Borrowers shall have delivered a fully
      executed payoff letter for the repayment of the Tradetex Notes and all related
      obligations, in form and substance satisfactory to the Administrative
      Agent.




5.25  Other
      Documents. The Administrative Agent shall have received such other documents
      and evidence as are customary for transactions of this type or as the
      Administrative Agent may reasonably request in order to evidence the
      satisfaction of the other conditions set forth above.




SECTION
      6.  Additional Conditions Precedent to the Incurrence of the
      Loans .
      The
      obligation of each Lender to make Loans is subject to the satisfaction of the
      following conditions:




6.01  No
      Default; Representations and Warranties. On the date of any Borrowing and
      also after giving effect to the making of the Loans on such date (a) there
      shall
      exist no Default or Event of Default and (b) all representations and
      warranties contained herein and in the other Loan Documents shall be true and
      correct in all material respects with the same effect as though such
      representations and warranties had been made on the date of such Borrowing
      (it
      being understood and agreed that any representation or warranty which by its
      terms is made as of a specified date shall be required to be true and correct
      in
      all material respects only as of such specified date).




6.02  Notice
      of Borrowing. Prior to the making of each Loan, the Administrative Agent
      shall have received a Notice of Borrowing meeting the requirements of Section
      2.03(a).




The
      occurrence of Loans and the acceptance of the benefits of the proceeds of the
      Loans shall constitute a representation and warranty by each of the Borrowers
      to
      the Administrative Agent and each of the Lenders that all the conditions
      specified in Section 5 and in this Section 6 are satisfied as of that time.
      All of the Notes, certificates, legal opinions and other documents and papers
      referred to in Section 5 and in this Section 6, unless otherwise specified,
      shall be delivered to the Administrative Agent at the Notice Office for the
      account of each of the Lenders and, except for the Notes, in sufficient
      counterparts or copies for each of the Lenders and shall be in form and
      substance reasonably satisfactory to the Administrative Agent and each of the
      Lenders.




35




SECTION
      7.  Cash
      Management




7.01  Establishment
      of Accounts. (a)  (i) The
      Borrowers hereby acknowledge that within five (5) Business Days of the Initial
      Borrowing Date, pursuant to the Account Agreement Borrowers have established
      with Cash Management Bank, an account (the “ Collateral
      Account ”),
      which
      will be established as an interest bearing deposit account with interest-bearing
      sub-accounts. The Collateral Account and the funds deposited therein shall
      serve
      as security for the Obligations. Pursuant to the Account Agreement, the
      Borrowers shall irrevocably instruct and authorize Cash Management Bank to
      disregard any and all orders for withdrawal from the Collateral Account made
      by,
      or at the direction of, Borrower. The Borrowers agree that, prior to the payment
      in full of the Obligations, the terms and conditions of the Account Agreement
      shall not be amended or modified (x) in any material respect without the prior
      written consent of the Required Lenders (which consent the Required Lenders
      may
      grant or withhold in their sole discretion) and (y) in any other respect without
      the prior written consent of the Administrative Agent (which consent the
      Administrative Agent may grant or withhold in its sole discretion).




(ii)  The
      Borrowers shall deposit 70% of their monthly Net Earnings into the Collateral
      Account.




(b)  Pledge
      of Account Collateral .
      To
      secure the full and punctual payment and performance of the Obligations, the
      Borrowers hereby collaterally assign, grant a security interest in and pledge
      to
      the Administrative Agent for the benefit of the Lenders, to the extent not
      prohibited by applicable law, a first priority continuing security interest
      in
      and to the following property of the Borrower, whether now owned or existing
      or
      hereafter acquired or arising and regardless of where located (all of the same,
      collectively, the “ Account
      Collateral ”).




(c)  The
      Collateral Account and all cash, deposits and/or wire transfers from time to
      time deposited or held in, credited to or made to Collateral Account.




(d)  All
      interest and cash from time to time received, receivable or otherwise payable
      in
      respect of, or in exchange for, any or all of the foregoing or purchased with
      funds from the Collateral Accounts.




(e)  To
      the
      extent not covered by clauses (a) or (b) above, all proceeds (as defined under
      the UCC) of any or all of the foregoing.




In
      addition to the rights and remedies herein set forth, the Administrative Agent
      shall have all of the rights and remedies with respect to the Account Collateral
      available to a secured party at law or in equity, including, without limitation,
      the rights of a secured party under the UCC, as if such rights and remedies
      were
      fully set forth herein.




This
      Agreement shall constitute a security agreement for purposes of the UCC and
      other applicable law.




7.02  Maintenance
      of Collateral Accounts. The Borrowers agree that the Collateral Account is
      and shall be maintained (i) as a “deposit account” (as such term is defined in
      Section 9-102(a)(29) of the UCC), (ii) in such a manner that the Administrative
      Agent shall have control (within the meaning of Section 9-104(a)(2) of the
      UCC)
      over the Collateral Account and (iii) such that no Person other than the
      Administrative Agent for the benefit of the Lenders shall have any right of
      withdrawal from the Collateral Account and, except as provided herein, no
      Account Collateral shall be released to any Credit Party or any Affiliate of
      any
      Credit Party from the Collateral Account.




36




7.03  Monthly
      Funding of the Collateral Account. The Borrowers hereby irrevocably
      authorize the Administrative Agent to transfer (and pursuant to the Account
      Agreement shall irrevocably authorize Cash Management Bank to execute any
      corresponding instructions of the Administrative Agent), and the Administrative
      Agent shall transfer 80% of the Net Earnings deposited by the Borrowers in
      the
      Collateral Account to the Payment Office as a mandatory repayment to be applied
      pursuant to Section 4.02(d).




7.04  Cash
      Management Bank. (a) The
      Administrative Agent shall have the right at the Borrowers’ sole cost and
      expense to replace Cash Management Bank with a financial institution reasonably
      satisfactory to the Borrowers in the event that (i) Cash Management Bank fails,
      in any material respect, to comply with the Account Agreement or (ii) Cash
      Management Bank is no longer an Approved Bank. Upon the occurrence and during
      the continuance of an Event of Default, the Administrative Agent shall have
      the
      right at the Borrowers’ sole cost and expense to replace Cash Management Bank at
      any time, without notice to the Borrowers. The Borrowers shall cooperate with
      the Administrative Agent in connection with the appointment of any replacement
      Cash Management Bank and the execution by such Cash Management Bank and the
      Borrowers of an Account Agreement and delivery of same to the Administrative
      Agent.




(b)  So
      long
      as no Event of Default shall have occurred and be continuing, the Borrowers
      shall have the right at its sole cost and expense to replace Cash Management
      Bank with a financial institution that is an Approved Bank; provided that
      such financial institution and the Borrowers shall execute and deliver to the
      Administrative Agent an Account Agreement substantially similar to the Account
      Agreement executed as of the Effective Date, or in such other form reasonably
      required by the Administrative Agent, with such changes therein as shall be
      reasonably acceptable to the Administrative Agent.




7.05  Account
      Collateral and Remedies. (a) Upon the
      occurrence and during the continuance of an Event of Default, without additional
      notice from the Administrative Agent to the Borrowers or any other Person,
      the
      Administrative Agent may, in addition to and not in limitation of the
      Administrative Agent’s other rights, make any and all withdrawals from, and
      transfers between and among, the Collateral Account as the Administrative Agent
      shall determine in its sole and absolute discretion to pay any Obligations.




(b)  Upon
      the
      occurrence and during the continuance of an Event of Default, each of the
      Borrowers hereby irrevocably constitutes and appoints the Administrative Agent
      as its true and lawful attorney-in-fact, with full power of substitution, to
      execute, acknowledge and deliver any instruments and to exercise and enforce
      every right, power, remedy, option and privilege it has with respect to the
      Account Collateral, and do in its name, place and stead, all such acts, things
      and deeds for and on behalf of and in its name, which it could or might do
      or
      which the Administrative Agent may deem necessary or desirable to more fully
      vest in the Administrative Agent the rights and remedies provided for herein
      and
      to accomplish the purposes of this Agreement. The foregoing powers of attorney
      are irrevocable and coupled with an interest. Upon the occurrence and during
      the
      continuance of an Event of Default, the Administrative Agent may perform or
      cause performance of any such agreement, and any reasonable out-of-pocket
      expenses of the Administrative Agent incurred in connection therewith shall
      be
      paid by Borrower as provided in Section 13.01.




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(c)  The
      Borrowers hereby expressly waive, to the fullest extent permitted by law,
      presentment, demand, protest or any notice of any kind in connection with this
      Agreement or the Account Collateral. The Borrower acknowledges and agrees that
      ten (10) days’ prior written notice of the time and place of any public sale of
      the Account Collateral or any other intended disposition thereof shall be
      reasonable and sufficient notice to the Borrower within the meaning of the
      UCC.




7.06  Transfers
      and Other Liens. The Borrowers will not (i) sell or otherwise dispose of any
      of the Account Collateral or (ii) create or permit to exist any Lien upon or
      with respect to all or any of the Account Collateral, except for the Lien
      granted to the Administrative Agent under this Agreement.




7.07  Reasonable
      Care. Beyond the exercise of reasonable care in the custody thereof, the
      Administrative Agent and Lenders shall have no duty as to any Account Collateral
      in its or their possession or control as agent therefor or bailee thereof or
      any
      income thereon or the preserva-tion of rights against any person or otherwise
      with respect thereto. The Administrative Agent shall be deemed to have exercised
      reasonable care in the custody of the Account Collateral in its possession
      if
      the Account Collateral is accorded treatment substantially equal to that which
      the Administrative Agent accords its own property, it being understood that
      neither the Administrative Agent nor any Lender shall be liable or responsible
      for any loss or damage to any of the Account Collateral, or for any diminution
      in value thereof, by reason of the act or omission of the Administrative Agent
      or any Lender, or any of their respective Affiliates, agents, employees or
      bailees, except to the extent that such loss or damage results from such
      Person’s gross negligence or willful misconduct. In no event shall the
      Administrative Agent or any Lender be liable either directly or indirectly
      for
      losses or delays resulting from any event which may be the basis of an Excusable
      Delay, computer malfunctions, interruption of communication facilities, labor
      difficulties or other causes beyond the Administrative Agent’s or such Lender’s
      reasonable control or for indirect, special or consequential damages except
      to
      the extent of such Person’s gross negligence or willful misconduct.
      Notwithstanding the foregoing, the Borrower acknowledges and agrees that (i)
      neither the Administrative Agent nor any Lender has custody of the Account
      Collateral, (ii) Cash Management Bank has custody of the Account Collateral,
      (iii) the initial Cash Management Bank was chosen by the Borrowers and (iv)
      neither the Administrative Agent nor any Lender has any obligation or duty
      to
      supervise Cash Management Bank or to see to the safe custody of the Account
      Collateral.




7.08  Lender’s
      Liability. (a) The
      Administrative Agent shall be responsible for the performance only of such
      duties with respect to the Account Collateral as are specifically set forth
      in
      this Section 7 or elsewhere in the Loan Documents, and no other duty shall
      be
      implied from any provision hereof. Neither the Administrative Agent nor any
      Lender shall be under any obligation or duty to perform any act with respect
      to
      the Account Collateral which would cause it to incur any expense or liability
      or
      to institute or defend any suit in respect hereof, or to advance any of its
      own
      monies. The Borrowers agree jointly and severally to indemnify and hold the
      Administrative Agent and each Lender and their respective employees, officers
      and agents harmless from and against any loss, cost or damage (including,
      without limitation, reasonable attorneys’ fees and disbursements) incurred by
      any of them in connection with the transactions contemplated hereby with respect
      to the Account Collateral except as such may be caused by the gross negligence
      or willful misconduct of such Persons.




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(b)  Each
      of
      the Administrative Agent and each Lender shall be protected in acting upon
      any
      notice, resolution, request, consent, order, certificate, report, opinion,
      bond
      or other paper, document or signature believed by it in good faith to be
      genuine, and, in so acting, it may be assumed that any person purporting to
      give
      any of the foregoing in connection with the provisions hereof has been duly
      authorized to do so. Each of the Administrative Agent and each Lender may
      consult with counsel, and the opinion of such counsel shall be full and complete
      authorization and protection in respect of any action taken or suffered by
      it
      hereunder and in good faith in accordance therewith.




7.09  Continuing
      Security Interest. This Agreement shall create a continuing security
      interest in the Account Collateral and shall remain in full force and effect
      until payment in full of the Obligations. Upon payment in full of the
      Obligations, this security interest shall automatically terminate without
      further notice from any party and the Borrowers shall be entitled to the return,
      upon their request, of such of the Account Collateral as shall not have been
      sold or otherwise applied pursuant to the terms hereof and the Administrative
      Agent shall execute such instruments and documents as may be reasonably
      requested by the Borrowers to evidence such termination and the release of
      the
      Account Collateral.




SECTION
      8.  Representations, Warranties and Agreements .
      In
      order to induce the Lenders to enter into this Agreement and to make the Loans
      on the Initial Borrowing Date, each of the Borrowers and Holdings makes the
      following representations, warranties and agreements, all of which shall survive
      the execution and delivery of this Agreement and the Notes and the making of
      the
      Loans on the Initial Borrowing Date, and with the occurrence of the Initial
      Borrowing Date and the incurrence of each Loan after the Initial Borrowing
      Date
      being deemed to constitute a representation and warranty that the matters
      specified in this Section 8 are true and correct in all material respects on
      and
      as of the each such Borrowing (it being understood and agreed that any
      representation or warranty which by its terms is made as of a specified date
      shall be required to be true and correct in all material respects only as of
      such specified date).




8.01  Company
      Status. Each of the Credit Parties (a) is a duly organized and validly
      existing Business in good standing under the laws of the jurisdiction of its
      organization, (b) has the Business power and authority to own its property
      and
      assets and to transact the business in which it is engaged and presently
      proposes to engage and (c) is duly qualified and is authorized to do business
      and is in good standing in each jurisdiction where the ownership, leasing or
      operation of its property or the conduct of its business requires such
      qualifications.




8.02  Power
      and Authority. Each of the Credit Parties has the Business power and
      authority to execute, deliver and perform the terms and provisions of each
      of
      the Loan Documents to which it is party and has taken all necessary Business
      action to authorize the execution, delivery and performance by it of each of
      such Loan Documents. Each of the Credit Parties has duly executed and delivered
      each of the Loan Documents to which it is party, and each of such Loan Documents
      constitutes its legal, valid and binding obligation enforceable in accordance
      with its terms, except to the extent that the enforceability thereof may be
      limited by applicable bankruptcy, insolvency, reorganization, moratorium or
      other similar laws generally affecting creditors’ rights and by equitable
      principles (regardless of whether enforcement is sought in equity or at
      law).




39




8.03  No
      Violation. Neither the execution, delivery or performance by any of the
      Credit Parties of the Loan Documents to which it is a party, nor compliance
      by
      it with the terms and provisions thereof, (a) will contravene any provision
      of
      any law, statute, rule or regulation or any order, writ, injunction or decree
      of
      any court or Governmental Authority, (b) will conflict with or result in any
      breach of any of the terms, covenants, conditions or provisions of, or
      constitute a default under, or result in the creation or imposition of (or
      the
      obligation to create or impose) any Encumbrance (except pursuant to the Loan
      Documents), upon any of the property or assets of any of the Credit Parties
      pursuant to the terms of any indenture, mortgage, deed of trust, credit
      agreement or loan agreement, or any other agreement, contract or instrument,
      in
      each case to which any of the Credit Parties is a party or by which it or any
      of
      its property or assets is bound or to which it may be subject, or (c) will
      violate any provision of the certificate or articles of incorporation,
      certificate of formation, limited liability company agreement or by-laws (or
      equivalent organizational documents), as applicable, of any of the
      Borrowers.




8.04  Approvals.
      No order, consent, approval, license, authorization or validation of, or filing,
      recording or registration with (except for (a) those that have otherwise been
      obtained or made on or prior to the Initial Borrowing Date and which remain
      in
      full force and effect on the Initial Borrowing Date, and (b) filings which
      are necessary to perfect the security interests created or intended to be
      created under the Loan Documents, which filings will be made within ten days
      following the Initial Borrowing Date), or exemption by, any Governmental
      Authority is required to be obtained or made by, or on behalf of, any of the
      Credit Parties to authorize, or is required to be obtained or made by, or on
      behalf of, any of the Credit Parties in connection with (i) the execution,
      delivery and performance of any Loan Document or (ii) the legality, validity,
      binding effect or enforceability of any Loan Document.




8.05  Financial
      Statements; Financial Condition; Undisclosed Liabilities. (a) The
      audited balance sheets of Holdings as at the last day of its fiscal year ended
      closest to December 31, 2006 and the related consolidated statements of income
      and cash flows of Holdings for the fiscal years of Holdings ended closest
      to such
      date, copies of which in each case were furnished to the Lenders prior to the
      Effective Date, present fairly in all material respects the financial position
      of Holdings and the other Credit Parties at the date of said financial
      statements and the results of
      their
      respective operations for the
      respective periods covered thereby. The unaudited balance sheets of Holdings
      for
      the portion of the fiscal year ended June 30, 2007 and the related statements
      of
      income and cash flows of Holdings for the three-month period ended closest
      to
      such date, copies of which in each case were furnished to the Lenders prior
      to
      the Effective Date, present fairly in all material respects the consolidated
      financial condition of Holdings and the other Credit Parties at the date of
      said
      financial statements and the consolidated results of their respective operations
      for the period covered thereby. All of the foregoing historical financial
      statements have been prepared in accordance with GAAP consistently applied
      except to the extent provided in the notes to said financial statements and
      subject, in the case of the unaudited financial statements, to normal year-end
      audit adjustments (all of which are of a recurring nature and none of which,
      individually or in the aggregate, would be material) and the absence of
      footnotes.




40




(b)  On
      and as
      of the Initial Borrowing Date, and after giving effect to the Transaction and
      to
      all Indebtedness being incurred or assumed and Encumbrances created by the
      Credit Parties in connection therewith, (i) the sum of the assets, at a fair
      valuation, of each of the Credit Parties will exceed its debts, (ii) no
      Credit Party has incurred and does not intend to incur, and does not believe
      that it will incur, debts beyond its ability to pay such debts as such debts
      mature, and (iii) each of the Credit Parties will have sufficient capital
      with which to conduct its respective businesses. For purposes of this Section
      8.05(b), “debt” means any liability on a claim, and “claim” means (A) right to
      payment, whether or not such a right is reduced to judgment, liquidated,
      unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
      legal, equitable, secured, or unsecured or (B) right to an equitable remedy
      for
      breach of performance if such breach gives rise to a payment, whether or not
      such right to an equitable remedy is reduced to judgment, fixed, contingent,
      matured, unmatured, disputed, undisputed, secured or unsecured. The amount
      of
      contingent liabilities at any time shall be computed as the amount that, in
      the
      light of all the facts and circumstances existing at such time, represents
      the
      amount that can reasonably be expected to become an actual or matured
      liability.




(c)  Except
      as
      fully disclosed in the financial statements delivered pursuant to
      Section 8.05(a), and except for the Indebtedness incurred under this
      Agreement, there were as of the Initial Borrowing Date no liabilities or
      obligations with respect to Holdings or any of the other Credit Parties of
      any
      nature whatsoever (whether absolute, accrued, contingent or otherwise and
      whether or not due) which, either individually or in the aggregate, could
      reason-ably be expected to be material to Holdings or any of the other Credit
      Parties. Except as set forth on Schedule 8.05(c), as of the Initial Borrowing
      Date, neither Holdings nor any other Credit Party knows of any basis for the
      assertion against it of any liability or obligation of any nature whatsoever
      that is not fully disclosed in the financial statements delivered pursuant
      to
      Section 8.05(a) or referred to in the immediately preceding sentence which,
      either individually or in the aggregate, could reasonably be expected to be
      material to Holdings or any other Credit Party.




(d)  After
      giving effect to the Transaction, nothing has occurred that has had, or could
      reasonably be expected to have, either individually or in the aggregate, a
      Material Adverse Effect.




8.06  Litigation.
      Except as set forth on Schedule 5.07, there are no actions, suits or proceedings
      pending or, to the knowledge of either of the Borrowers or Holdings, threatened
      (a) with respect to the Transaction or any Loan Document or (b) that has had,
      or
      could reasonably be expected to have, either individually or in the aggregate,
      a
      Material Adverse Effect.




8.07  True
      and Complete Disclosure. All factual information (taken as a whole)
      furnished by or on behalf of any of the Credit Parties in writing to the
      Administrative Agent or any Lender (including, without limitation, all
      information contained in the Loan Documents) for purposes of or in connection
      with this Agreement, the other Loan Documents or any transaction contemplated
      herein or therein is, and all other such factual information (taken as a whole)
      hereafter furnished by or on behalf of any of the Credit Parties in writing
      to
      the Administrative Agent or any Lender will be, true and accurate in all
      material respects on the date as of which such information is dated or certified
      and not incomplete by omitting to state any fact necessary to make such
      information (taken as a whole) not misleading in any material respect at such
      time in light of the circumstances under which such information was provided,
      it
      being understood and agreed that for purposes of this Section 8.07, such factual
      information shall not include any budget information (including, without
      limitation, any Annual Business Plan) or any pro  forma financial information.




41




8.08  Use
      of Proceeds; Margin Regulations. (a) All
      proceeds of the Loans shall be used solely for the purposes set forth on
      Schedule 2.01 hereto.




(b)  No
      part
      of the proceeds of any of the Loans will be used to purchase or carry any Margin
      Stock or to extend credit for the purpose of purchasing or carrying any Margin
      Stock. Neither the making of any of the Loans nor the use of the proceeds
      thereof will violate or be inconsistent with the provisions of Regulation T,
      U
      or X.




8.09  Tax
      Returns and Payments. (a) Except
      as set forth on Schedule 8.09, each of the Credit Parties has timely filed
      or
      caused to be timely filed with the appropriate taxing authority all returns,
      statements, forms and reports for taxes (national, departmental, local,
      municipal and fine) (the “ Returns ”)
      required to be filed by, or with respect to the income, properties or operations
      of, such Credit Party. The Returns accurately reflect in all material respects
      all liability for taxes of the Credit Parties for the periods covered thereby.
      Each of the Credit Parties has paid all taxes and assessments payable by it
      which have become due, other than those that are being contested in good faith
      and adequately disclosed and for which adequate reserves have been established
      in accordance with GAAP, in the case of U.S. Credit Parties, or International
      GAAP, in the case of Credit Parties that are not U.S. Credit Parties, as
      applicable. There is no material action, suit, proceeding, investigation, audit
      or claim now pending or, to the knowledge of either of the Borrowers or
      Holdings, threatened by any authority regarding any taxes relating to any of
      the
      Credit Parties. None of the Credit Parties has incurred, nor will it incur,
      any
      material tax liability in connection with the Transaction or any other
      transactions contemplated hereby (it being understood that the representation
      contained in this sentence does not cover any future tax liabilities of the
      Credit Parties arising as a result of the operation of their businesses in
      the
      ordinary course of business). Each of the Credit Parties has paid all taxes,
      assessments, fees and other charges (including interest and penalties) due
      with
      respect to such Returns.




(b)  Except
      for the obligation with respect to (x) the withholding of income tax (Impuesto
      a
      la Renta) on interest and other payments by the Borrowers hereunder applicable
      pursuant to Supreme Decree No. 179-2004-EF, as amended, (y) the payment of
      the
      IGV in connection with interest payments, which obligation is currently
      suspended by law, and (z) the ITF applicable to the operations performed
      pursuant to this Agreement or any of the other Loan Documents, there is no
      tax,
      levy, impost, deduction, charge or withholding imposed by Peru or any political
      subdivision thereof on or by virtue of (i) the execution, delivery, performance,
      enforcement or admissibility into evidence of any Loan Document or (ii) any
      payment to be made by any of the Credit Parties pursuant to any Loan
      Document.




42




8.10  Security
      Documents. (a) The
      provisions of the Security Agreements are effective to create in favor of the
      Administrative Agent for the benefit of the Lenders and the Administrative
      Agent
      a legal, valid and enforceable security interest in all right, title and
      interest of the Credit Parties in all of the Security Agreement Collateral,
      and
      the Administrative Agent, for the benefit of the Lenders and the Administrative
      Agent, has upon filing with the Registro Mobiliario de Contratos of the Public
      Registries of Peru and upon recording in the stock ledger of the applicable
      Credit Party (in the case of the Share Mobile Guaranty Agreements) a fully
      perfected security interest in all right, title and interest in all of the
      Security Agreement Collateral described therein, subject to no other
      Encumbrances other than Permitted Encumbrances.




(b)  No
      other
      filings or recordings are required in order to perfect the security interests
      created by the Security Agreements, except as described herein in order to
      obtain priority over any future Liens.




(c)  The
      provisions of the Account Agreement are effective to create in favor of the
      Administrative Agent for the benefit of the Lenders and the Administrative
      Agent
      a legal, valid and enforceable security interest in all right, title and
      interest of the Borrower in all of the Account Collateral, and the
      Administrative Agent, for the benefit of the Lenders and the Administrative
      Agent, has a fully perfected security interest and control in all right, title
      and interest in all of Account Collateral described therein, subject to no
      other
      Encumbrances.




(d)  Each
      Mortgage creates, as security for the obligations purported to be secured
      thereby, a valid and enforceable and, upon registration with the Registro de
      Propiedad Immueble in Peru, a perfected first priority security interest in
      and
      mortgage lien on the respective Mortgage Property in favor of the Administrative
      Agent (or such other trustee as may be required or desired under local law)
      for
      the benefit of the Lenders and the Administrative Agent, superior and prior
      to
      the rights of all third Persons (except that the security interest and deed
      of
      trust lien created on such Mortgage Property may be subject to the Permitted
      Encumbrances related thereto) and subject to no other Encumbrances (other than
      Permitted Encumbrances related thereto).




8.11  Properties.
      All Real Property owned or leased by any of the Credit Parties as of the Initial
      Borrowing Date, and the nature of the interest therein, is set forth on
      Schedule 8.11. Each of the Credit Parties has good and marketable title to
      all properties (and to all buildings, fixtures and improvements located thereon)
      owned by it, including all property reflected in the most recent historical
      balance sheets referred to in Section 8.05(a) (except as sold or otherwise
      disposed of since the date of such balance sheet in the ordinary course of
      business or as permitted by the terms of this Agreement), free and clear of
      all
      Encumbrances, other than Permitted Encumbrances. Except as set forth on Schedule
      8.11, each of the Credit Parties has a valid and indefensible leasehold interest
      in the material properties leased by it free and clear of all Encumbrances
      other
      than Permitted Encumbrances.




8.12  Capitalization. All
      outstanding Equity Interests of each of the Credit Parties (i) have been
      duly and validly issued, (ii) are, to the extent applicable, fully paid and
      non-assessable and (iii) have been issued free of preemptive rights. Except
      as
      set forth on Schedule 8.12, or then pursuant to the Convertible Note Documents,
      none of the Credit Parties has outstanding any Equity Interests or other
      securities convertible into or exchangeable for its Equity Interests or any
      rights to subscribe for or to purchase, or any options for the purchase of,
      or
      any agreement providing for the issuance (contingent or otherwise) of, or any
      calls, commitments or claims of any character relating to, its Equity Interests
      or any appreciation or similar rights.




43




8.13  Equity
      Interests. Except as set forth on Schedule 8.13, none of the Credit Parties
      has established, created or acquired any Subsidiary or any Equity Interest
      in
      any other Person.




8.14  Compliance
      with Statutes, etc.   Each of the Credit Parties is in
      compliance with all applicable statutes, regulations and orders of, and all
      applicable restrictions imposed by, all Governmental Authorities in respect
      of
      the conduct of its business and the ownership of its property (including,
      without limitation, applicable statutes, regulations, orders and restrictions
      relating to environmental standards and controls).




8.15  Investment
      Company Act. No Credit Party is an “investment company” or a company
“controlled” by an “investment company,” within the meaning of the Investment
      Company Act of 1940, as amended.




8.16  Representations
      and Warranties in Other Documents. All representations and warranties set
      forth in the other Loan Documents and the Convertible Note Documents were true
      and correct in all material respects at the time as of which such
      representations and warranties were made (or deemed made) and shall be true
      and
      correct in all material respects as of the Initial Borrowing Date as if such
      representations or warranties were made on and as of such date (it being
      understood and agreed that any such representation or warranty which by its
      terms is made as of a specified date shall be true and correct in all material
      respects as of such specified date).




8.17  Environmental
      Matters. (a) Each
      of the Borrowers is in compliance with all applicable Environmental Laws and
      the
      requirements of any permits issued under such Environmental Laws. There are
      no
      pending or, to the knowledge of any of the Borrowers, threatened Environmental
      Claims against any of the Borrowers or any Subsidiary Guarantor or any Real
      Property owned, leased or operated by the Borrowers or any Subsidiary Guarantor
      (including any such claim arising out of the ownership, lease or operation
      by
      any of the Borrowers or any Subsidiary Guarantor of any Real Property formerly
      owned, leased or operated by any of the Borrowers but no longer owned, leased
      or
      operated by any of the Borrowers or any Subsidiary Guarantor). There are no
      facts, circumstances, conditions or occurrences with respect to the business
      or
      operations of the Borrower or any Subsidiary Guarantor, or any Real Property
      owned, leased or operated by any of the Borrowers or any Subsidiary Guarantor
      (including any Real Property formerly owned, leased or operated by any of the
      Borrowers or any Subsidiary Guarantor but no longer owned, leased or operated
      by
      any of the Borrowers or any Subsidiary Guarantor) or, to the knowledge of any
      of
      the Borrowers or any Subsidiary Guarantor, any property adjoining or adjacent
      to
      any such Real Property that could be reasonably expected (i) to form the basis
      of an Environmental Claim against any of the Borrowers or any Subsidiary
      Guarantor or any Real Property owned, leased or operated by any of the Borrowers
      or (ii) to cause any Real Property owned, leased or operated by any of the
      Borrowers or any Subsidiary Guarantor to be subject to any restrictions on
      the
      ownership, lease, occupancy or transferability of such Real Property by any
      of
      the Borrowers or any Subsidiary Guarantor under any applicable Environmental
      Law.




44




(b)  Hazardous
      Materials have not at any time been generated, used, treated or stored on,
      or
      transported to or from, or Released on or from, any Real Property owned, leased
      or operated by any of the Borrowers or any Subsidiary Guarantor or any of their
      respective Subsidiaries or, to the knowledge of any of the Borrowers, any
      property adjoining or adjacent to any such Real Property, where such generation,
      use, treatment, storage, transportation or Release has violated or could be
      reasonably expected to violate any applicable Environmental Law or give rise
      to
      an Environmental Claim.




8.18  Intellectual
      Property, etc.   Each Credit Party owns or has the right to use
      all the patents, trademarks, permits, domain names, service marks, trade names,
      copyrights, licenses, franchises, inventions, trade secrets, proprietary
      information and know-how of any type, whether or not written (including, but
      not
      limited to, rights in computer programs and databases) and formulas, or rights
      with respect to the foregoing, and has obtained assignments of all leases,
      licenses and other rights of whatever nature, necessary for the present conduct
      of its business and the business of each Subsidiary Guarantor, without any
      known
      conflict with the rights of others.




8.19  Indebtedness.
      Schedule 8.19 sets forth a list of all Indebtedness (including Contingent
      Obligations) of each Credit Party as of the Initial Borrowing Date, in each
      case
      showing the aggregate principal amount thereof and the name of the respective
      borrower and any Person which directly or indirectly guarantees such debt
      (collectively, the “ Existing
      Indebtedness ”).




8.20  Insurance.
      Schedule 8.20 sets forth a listing of all insurance maintained by each Credit
      Party as of the Initial Borrowing Date, with the amounts insured (and any
      deductibles) set forth therein.




8.21  ERISA
      Plans, etc.   None of the Credit Parties or any ERISA Affiliate of
      a Credit Party has ever maintained or contributed to (or had an obligation
      to
      contribute to) any Plan. Except as set forth on Schedule 8.21, none of the
      Credit Parties has ever had any employees. The Borrowers and the Subsidiary
      Guarantors are in full compliance with Peruvian employment and employment
      benefits laws, including without limitation, Law No. 27626 and Supreme Decree
      No. 003-2002-TR, and neither the Borrowers nor the Subsidiary Guarantors engage
      in illegal or unfair labor practices in Peru.




8.22  Construction
      Contracts .
      Schedule 8.22 sets forth a listing of all agreements relating to the
      construction of the Biodiesel Facility (such agreements, the “Construction
      Agreements”) and all Construction Agreements are in full force and effect.
      The Construction Agreements constitute the full documentation necessary for
      the
      construction of the Biodiesel Facility.




8.23  Material
      Agreements. No Credit Party is a party to any agreement or instrument or
      subject to any corporate or other constitutional restriction that has resulted
      or could reasonably be expected to result in a Material Adverse Effect.  No
      Company is in default in any manner under any provision of any indenture or
      other agreement or instrument evidencing Indebtedness, or any other agreement
      or
      instrument to which it is a party or by which it or any of its property is
      or
      may be bound, where such default could reasonably be expected to result in
      a
      Material Adverse Effect, and no condition exists which, with the giving of
      notice or the lapse of time or both, would constitute such a default. 
Schedule 8.23 accurately and completely lists all material agreements (the
“Material Agreement”) to which any Credit Party is a party which are in
      effect on the date hereof in connection with the operation of the business
      conducted thereby and the Borrowers have delivered to the Administrative Agent
      complete and correct copies of all such material agreements (other than those
      set forth on Schedule 8.23 under Clause (w) of the caption “Pure Biofuels Corp.,
      Other”), including any amendments, supplements or modifications with respect
      thereto, and all such agreements are in full force and effect.




45




SECTION
      9.  Affirmative Covenants. Each of Holdings and each of the
      Borrowers hereby covenants and agrees that on and after the Effective Date
      and
      until the Loans and Notes (in each case together with interest thereon), Fees
      and all other Obligations (other than indemnities described in Section 13.01
      which are not then due and payable) incurred hereunder and thereunder, are
      paid
      in full:




9.01  Information
      Covenants. Holdings will furnish to each Lender:




(a)  Monthly
      Reports .
      Within
      30 days after the end of each fiscal month of Holdings (other than the last
      fiscal month of any fiscal quarter of Holdings), the balance sheet of Holdings
      as at the end of such fiscal month and the related statements of income and
      statement of cash flows for such fiscal month and for the elapsed portion of
      the
      fiscal year ended with the last day of such fiscal month, and setting forth
      (x)
      comparable budgeted income statement figures for such fiscal month as set forth
      in the respective Annual Business Plan delivered pursuant to Section 9.13 and
      (y) beginning with the fiscal month of Holdings ending September 30, 2007
      comparative figures for all such financial information for the corresponding
      fiscal month in the prior fiscal year. All of the foregoing financial statements
      shall be certified by an Authorized Representative of Holdings that they fairly
      present in all material respects in accordance with GAAP the financial condition
      of Holdings and the other Credit Parties as of the dates indicated and the
      consolidated results of their operations for the periods indicated, subject
      to
      normal year-end audit adjustments and the absence of footnotes.




(b)  Quarterly
      Financial Statements .
      Within
      45 days after the close of the first three quarterly accounting periods in
      each
      fiscal year of Holdings, (i) the balance sheet of Holdings as at the end of
      such
      quarterly accounting period and the related statements of income and statement
      of cash flows for such quarterly accounting period and for the elapsed portion
      of the fiscal year ended with the last day of such quarterly accounting period,
      and setting forth (x) comparable budgeted income statement figures for such
      quarterly accounting period as set forth in the respective Annual Business
      Plan
      delivered pursuant to Section 9.13 and (y) beginning with the quarterly
      accounting period ending September 30, 2007 comparative figures for all such
      financial information for the corresponding quarterly accounting period in
      the
      prior fiscal year, and (ii) management’s discussion and analysis of the
      important operational and financial developments during such quarterly
      accounting period. All of the foregoing financial statements shall be certified
      by an Authorized Representative of Holdings that they fairly present in all
      material respects in accordance with GAAP the financial condition of Holdings
      and the other Credit Parties as of the dates indicated and the results of their
      operations for the periods indicated, subject to normal year-end audit
      adjustments and the absence of footnotes. Notwithstanding the foregoing, the
      filing with the SEC of a quarterly report on Form 10-Q or Form 10-QSB within
      the
      time frame allotted by the SEC for such filing, including any extension pursuant
      to Rule 12b-25, shall be deemed to fulfill the obligations under this Section
      9.01(b).




46




(c)  Annual
      Financial Statements .
      Within
      120 days after the close of each fiscal year of Holdings, (i) the balance sheet
      of Holdings as at the end of such fiscal year and the related statements of
      income and retained earnings and statement of cash flows for such fiscal year
      setting forth, commencing with the fiscal year of Holdings ending December
      31,
      2007, comparative figures for the preceding fiscal year and certified by Moore
      Stephens Worth Frazer and Torbert, LLP or other independent certified public
      accountants of recognized national standing reasonably acceptable to the
      Administrative Agent, accompanied by an opinion of such accounting firm (which
      opinion shall be without a “going concern” or like qualification or exception
      and without any qualification or exception as to scope of audit) stating that
      in
      the course of its regular audit of the financial statements of Holdings, which
      audit was conducted in accordance with generally accepted auditing standards,
      such accounting firm obtained no knowledge of any Default or an Event of Default
      relating to financial or accounting matters which has occurred and is continuing
      or, if in the opinion of such accounting firm such a Default or an Event of
      Default has occurred and is continuing, a statement as to the nature thereof,
      and (ii) management’s discussion and analysis of the important operational and
      financial developments during such fiscal year. Notwithstanding the foregoing,
      the filing with the SEC of an annual report on Form 10-K or Form 10-KSB within
      the time frame allotted by the SEC for such filing, including any extension
      pursuant to Rule 12b-25, shall be deemed to fulfill the obligations under this
      Section 9.01(c).




(d)  Management
      Letters .
      Promptly after receipt thereof by any Credit Party, a copy of any “management
      letter” received from its certified public accountants and management’s response
      thereto.




(e)  Certificates .
      At the
      time of the delivery of the financial statements provided for in Sections
      9.01(b) and (c), a compliance certificate from an Authorized Representative
      of
      Holdings and each of the Borrowers in the form of Exhibit D certifying on its
      behalf that, to such Person’s knowledge after due inquiry, no Default or Event
      of Default has occurred and is continuing or, if any Default or Event of Default
      has occurred and is continuing, specifying the nature and extent thereof.




(f)  Notice
      of Default, Litigation and Material Adverse Effect . 
      Promptly, and in any event within three Business Days after any Authorized
      Representative of Holdings or either of the Borrowers obtains knowledge thereof,
      notice of (i) the occurrence of any event which constitutes a Default or an
      Event of Default, (ii) any litigation or governmental investigation or
      proceeding pending against any Credit Party (A) which, either individually
      or in
      the aggregate, has had, or could reasonably be expected to have, a Material
      Adverse Effect or (B) with respect to any Loan Document, or (iii) any other
      event, change or circumstance that has had, or could reasonably be expected
      to
      have, a Material Adverse Effect.




(g)  Environmental
      Matters .  Promptly
      after Holdings or either of the Borrowers obtains knowledge thereof, notice
      of
      one or more of the following environmental matters to the extent that such
      environmental matters, either individually or when aggregated with all other
      such environmental matters, could reasonably be expected to have a Material
      Adverse Effect:




47




(i)  any
      pending or threatened Environmental Claim against any Credit Party or any Real
      Property owned, leased or operated by it;




(ii)  any
      condition or occurrence on or arising from any Real Property owned, leased
      or
      operated by any Credit Party that (A) results in noncompliance by it with any
      applicable Environmental Law or (B) could reasonably be expected to form
      the basis of an Environmental Claim against it or any such Real
      Property;




(iii)  any
      condition or occurrence on any Real Property owned, leased or operated by any
      Credit Party that could reasonably be expected to cause such Real Property
      to be
      subject to any restrictions on the ownership, lease, occupancy, use or
      transferability by it of such Real Property under any Environmental Law;
      and




(iv)  the
      taking of any removal or remedial action in response to the actual or alleged
      presence of any Hazardous Material on any Real Property owned, leased or
      operated by any Credit Party as required by any Environmental Law or any
      governmental or other administrative agency; provided that in
      any event each Credit Party shall deliver to each Lender all notices received
      by
      it from any government or governmental agency under, or pursuant to, any
      Environmental Law (including, without limitation, CERCLA) which identifies
      it as
      a potentially responsible party for remediation costs or which otherwise notify
      such Borrower or any Guarantor of potential liability under any Environmental
      Law (including, without limitation, CERCLA).




All
      such
      notices shall describe in reasonable detail the nature of the claim,
      investigation, condition, occurrence or removal or remedial action and such
      Borrower’s response thereto.




(h)  Other
      Information .
      From
      time to time, such other information or documents (financial or otherwise)
      with
      respect to Holdings, the Borrowers, and the other Credit Parties as the
      Administrative Agent or any Lender (through the Administrative Agent) may
      reasonably request.




9.02  Books,
      Records and Inspections; Annual Meetings. (a) Each of
      the Credit Parties will keep proper books of record and accounts in which full,
      true and correct entries in conformity with GAAP, with respect to U.S. Credit
      Parties, or International GAAP, with respect to Credit Parties that are not
      U.S.
      Credit Parties, as applicable, and all requirements of law shall be made of
      all
      dealings and transactions in relation to its business and activities. Each
      of
      the Credit Parties will permit officers and designated representatives of the
      Administrative Agent and, upon the occurrence and during the continuance of
      any
      Event of Default, any Lender (a) to visit and inspect, under guidance of
      officers of such Credit Party, any of the properties of any such Credit Party
      and (b) to examine the books of account of such Credit Party, and discuss the
      affairs, finances and accounts of such Credit Party with, and be advised as
      to
      the same by, its and their officers and independent accountants, all upon
      reasonable prior notice and at such reasonable times and intervals and to such
      reasonable extent as the Administrative Agent, any such other Agent or any
      such
      Lender may reasonably request.




48




(b)  At
      the
      request of the Administrative Agent, each of the Credit Parties will within
      thirty (30) days after the close of each fiscal year, hold a meeting (which
      may
      be by conference call or teleconference), at a time and place selected by Credit
      Party and reasonably acceptable to the Administrative Agent, with all of the
      Lenders that choose to participate, to review the financial results of the
      previous fiscal year and the financial condition of such Credit Party and its
      Subsidiaries and the budgets presented for the current fiscal year of such
      Credit Party and its Subsidiaries.




9.03  Maintenance
      of Property; Insurance. (a) Each of
      the Credit Parties will (i) keep all property necessary to its business in
      good
      working order and condition, ordinary wear and tear excepted and subject to
      the
      occurrence of casualty events, (ii) maintain with financially sound and
      reputable insurance companies insurance on all such property and against all
      such risks as is consistent and in accordance with industry practice for
      companies similarly situated owning similar properties and engaged in similar
      businesses as it, and (iii) furnish to the Administrative Agent, upon its
      request therefor, full information as to the insurance carried. Such insurance
      shall include physical damage insurance on all real and personal property
      (whether now owned or hereafter acquired) on an all risk basis and business
      interruption insurance. The provisions of this Section 9.03 shall be deemed
      supplemental to, but not duplicative of, the provisions of any Loan Documents
      that require the maintenance of insurance. In addition to the foregoing, each
      of
      Holdings and each of the Borrowers acknowledges and agrees the Administrative
      Agent has the right, on an annual basis, to review the insurance then being
      maintained by the Credit Parties and to require the Credit Parties to increase
      their levels of coverage from that which then exists to the extent that the
      Administrative Agent has a reasonable basis to require same and it will, within
      30 days following such a request by the Administrative Agent, obtain such
      increased insurance coverage.




(b)  Each
      of
      the Credit Parties will at all times keep its property insured in favor of
      the
      Administrative Agent, and all policies or certificates (or certified copies
      thereof) with respect to such insurance (and any other insurance maintained
      by
      it) (i) shall be endorsed to the Administrative Agent’s satisfaction for the
      benefit of the Administrative Agent (including, without limitation, by naming
      the Administrative Agent as loss payee and/or additional insured), (ii) shall
      state that such insurance policies shall not be canceled without at least 30
      days’ prior written notice thereof by the respective insurer to the
      Administrative Agent, (iii) shall provide that the respective insurers
      irrevocably waive any and all rights of subrogation with respect to the
      Administrative Agent and the Lenders, and (iv) shall be deposited with the
      Administrative Agent.




(c)  If
      any of
      the Credit Parties shall fail to maintain insurance in accordance with this
      Section 9.03, or if any of the Credit Parties shall fail to so endorse and
      deposit all policies or certificates with respect thereto, the Administrative
      Agent shall have the right (but shall be under no obligation) to procure such
      insurance and the Borrowers jointly and severally agree to reimburse the
      Administrative Agent for all costs and expenses of procuring such
      insurance.




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9.04  Existence;
      Franchises. Each of the Credit Parties will do or cause to be done all
      things necessary to preserve and keep in full force and effect its existence
      and
      its material rights, franchises, licenses, permits, copyrights, trademarks
      and
      patents; provided , however ,
      that
      nothing in this Section 9.04 shall prevent sales of assets and other
      transactions by any of the Credit Parties in accordance with Section
      10.02.




9.05  Compliance
      with Statutes, etc.   Each of the Credit Parties will comply with
      all applicable statutes, regulations and orders of, and all applicable
      restrictions imposed by, all Governmental Authorities in respect of the conduct
      of its business and the ownership of its property (including applicable
      statutes, regulations, orders and restrictions relating to environmental
      standards and controls).




9.06  Compliance
      with Environmental Laws. (a) Each of
      the Credit Parties will comply with all Environmental Laws and permits
      applicable to, or required by, the ownership, lease or use of its Real Property
      now or hereafter owned, leased or operated by it, and will promptly pay or
      cause
      to be paid all costs and expenses incurred in connection with such compliance,
      and will keep or cause to be kept all such Real Property free and clear of
      any
      Encumbrances imposed pursuant to such Environmental Laws. None of the Credit
      Parties will generate, use, treat, store, Release or dispose of, or permit
      the
      generation, use, treatment, storage, Release or disposal of Hazardous Materials
      on any Real Property now or hereafter owned, leased or operated by it or
      transport or permit the transportation of Hazardous Materials to or from any
      such Real Property, except for Hazardous Materials generated, used, treated,
      stored, Released or disposed of at any such Real Properties in compliance in
      all
      material respects with all applicable Environmental Laws and as required in
      connection with the normal operation, use and maintenance of its business or
      operations.




(b)  (i)
      After
      the receipt by the Administrative Agent or any Lender of any notice of the
      type
      described in Section 9.01(g), (ii) at any time that any Credit Party is not
      in
      compliance with Section 9.06(a) or (iii) in the event that the Administrative
      Agent or the Lenders have exercised any of the remedies pursuant to the last
      paragraph of Section 11, the Borrowers will provide, at the sole expense of
      the
      Borrowers and at the request of the Administrative Agent, an environmental
      site
      assessment report concerning any Real Property owned, leased or operated by
      any
      of the Credit Parties, prepared by an environmental consulting firm reasonably
      approved by the Administrative Agent, indicating the presence or absence of
      Hazardous Materials and the potential cost of any removal or remedial action
      in
      connection with such Hazardous Materials on such Real Property. If the Borrowers
      fail to provide the same within 30 days after such request was made, the
      Administrative Agent may order the same, the cost of which shall be borne
      jointly and severally by the Borrowers, and Holdings and each of the Borrowers
      shall grant and hereby grant to the Administrative Agent and the Lenders and
      their respective agents access to such Real Property and specifically grant
      the
      Administrative Agent and the Lenders an irrevocable non-exclusive license,
      subject to the rights of tenants, to undertake such an assessment at any
      reasonable time upon reasonable notice to the Borrowers, all at the sole expense
      of the Borrowers.




50




9.07  End
      of Fiscal Years; Fiscal Quarters. Each of the Credit Parties will cause (a)
      its fiscal year to end on December 31 of each calendar year and (b) its fiscal
      quarters to end on dates consistent with a fiscal year end as provided in
      preceding clause (a).




9.08  Performance
      of Obligations. Each of the Credit Parties will perform all of its
      obligations under the terms of each mortgage, indenture, security agreement,
      loan agreement or credit agreement and each other agreement, contract or
      instrument by which it is bound.




9.09  Payment
      of Taxes. Each of the Credit Parties will pay and discharge all taxes,
      assessments and governmental charges or levies imposed upon it or upon its
      income or profits or upon any properties belonging to it, prior to the date
      on
      which penalties attach thereto, and all lawful claims which, if unpaid, might
      become an Encumbrance or charge upon any of its properties not otherwise
      permitted under Section 10.01(a); provided that
      none of the Credit Parties shall be required to pay any such tax, assessment,
      charge, levy or claim which is being contested in good faith and by proper
      proceedings if it has maintained adequate reserves with respect thereto in
      accordance with GAAP, with respect to U.S. Credit Parties, or International
      GAAP, with respect to Credit Parties that are not U.S. Credit Parties, as
      applicable.




9.10  Use
      of Proceeds. The Borrowers will use the proceeds of the Loans only as
      provided in Section 8.08.




9.11  Additional
      Security; Further Assurances; etc. (a) Each
      of the Credit Parties will, and will cause each other applicable Person to,
      grant to the Administrative Agent for the benefit of the Lenders and the
      Administrative Agent security interests and Encumbrances in such assets and
      Real
      Property of the Credit Parties as are not covered by the original Loan Documents
      and as may be reasonably requested from time to time by the Administrative
      Agent
      or the Lenders (collectively, the “ Additional
      Security Documents ”).
      All
      such security interests and Encumbrances shall be granted pursuant to
      documentation reasonably satisfactory in form and substance to the
      Administrative Agent and shall constitute valid and enforceable perfected
      security interests, hypothecations and Encumbrances superior to and prior to
      the
      rights of all third Persons and enforceable against third parties and subject
      to
      no other Encumbrances except for Permitted Encumbrances or, in the case of
      Real
      Property, the Permitted Encumbrances related thereto. The Additional Security
      Documents or instruments related thereto shall have been duly recorded or filed
      in such manner and in such places as are required by law to establish, perfect,
      preserve and protect the Encumbrances in favor of the Administrative Agent
      required to be granted pursuant to the Additional Security Documents and all
      taxes, fees and other charges payable in connection therewith shall have been
      paid in full.




(b)  Each
      of
      the Credit Parties will, and will cause each of the other applicable Person
      to,
      at the expense of the Borrowers, make, execute, endorse, acknowledge, file
      and/or deliver to the Administrative Agent from time to time such vouchers,
      invoices, schedules, confirmatory assignments, conveyances, financing
      statements, transfer endorsements, powers of attorney, certificates, real
      property surveys, reports, landlord waivers, bailee agreements, control
      agreements and other assurances or instruments and take such further steps
      relating to the Collateral covered by any of the Loan Documents as the
      Administrative Agent may reasonably require. Furthermore, each of the Credit
      Parties will, and will cause the applicable Person to, deliver to the
      Administrative Agent such opinions of counsel, title insurance and other related
      documents as may be reasonably requested by the Administrative Agent to assure
      itself that this Section 9.11 has been complied with.




51




(c)  Each
      of
      the Borrowers and Holdings agrees that each action required by clauses (a)
      and
      (b) of this Section 9.11 shall be completed as soon as possible, but in no
      event
      later than five (5) Business Days after such action is requested to be taken
      by
      the Administrative Agent.




9.12  ERISA.
      None of the Credit Parties or any ERISA Affiliate of any of the Credit Parties
      will maintain or contribute to (or have an obligation to contribute to) a Plan
      except as may be required by Peruvian Law.




9.13  Annual
      Plan; Development Oversight. No later than thirty (30) days prior to the end
      of the then current calendar year, Holdings and the Borrowers shall prepare
      (or
      cause to be prepared) an annual business plan for the Credit Parties for 2008
      or
      the next calendar year, as applicable, which plan must be approved in writing
      by
      the Required Lenders, which approval shall not be unreasonably withheld. A
      plan
      approved by the Required Lenders is referred to herein as the “Annual Business
      Plan.” No changes or departures from any item in an Annual Business Plan
      approved by the Required Lenders, shall be made without the prior written
      approval of the Required Lenders, which approval shall not to be unreasonably
      withheld. Each Annual Business Plan shall include such information as the
      Lenders may reasonably request. All actual costs incurred by the Required
      Lenders in reviewing and approving any Annual Business Plan shall be reimbursed
      to the Required Lenders by the Borrowers promptly following demand.




9.14  Right
      of First Refusal. In the event that during the period ending 24 months after
      the Effective Date, any Credit Party decides to pursue any additional debt
      and/or equity financing and/or refinancing of existing or new Indebtedness,
      such
      Credit Party shall provide the Administrative Agent with written notice thereof.
      If any Credit Party obtains an offer, term sheet or commitment therefore from
      another capital source, the Lenders (or any of them) shall have the right to
      agree to provide the debt and/or equity financing offered by such capital
      source, which right must be exercised, if at all, within ten (10) Business
      Days
      of presentation of such offer to the Administrative Agent. This right may be
      exercised only by the delivery by the applicable Lenders to such Credit Party
      of
      a binding commitment containing no conditions other than those contained in
      the
      offer, term sheet or commitment provided by the other capital source.
      Participation by the Lenders hereunder shall be pro  rata among
      the Lenders who choose to participate.




52




SECTION
      10.  Negative Covenants. Each of Holdings and each of the
      Borrowers hereby covenants and agrees that on and after the Effective Date
      and
      until the Loan and Notes (in each case, together with interest thereon), Fees
      and all other Obligations (other than any indemnities described in Section
      13.13
      which are not then due and payable) incurred hereunder and thereunder, are
      paid
      in full, none of the Credit Parties shall:




10.01  Encumbrances.
      Create, incur, assume or suffer to exist any Encumbrance upon or with respect
      to
      any of its property or assets (real or personal, tangible or intangible),
      whether now owned or hereafter acquired, or sell any such property or assets
      subject to an understanding or agreement, contingent or otherwise, to repurchase
      such property or assets (including sales of accounts receivable with recourse
      to
      it), or assign any right to receive income or permit the filing of any financing
      statement under the UCC or any other similar notice of Encumbrance under any
      similar recording or notice statute; provided that the
      provisions of this Section 10.01 shall not prevent the creation, incurrence,
      assumption or existence of the following (Encumbrances described below are
      herein referred to as “ Permitted
      Encumbrances ”):




(a)  inchoate
      Encumbrances for taxes, assessments or governmental charges or levies not yet
      due or Encumbrances for taxes, assessments or governmental charges or levies
      being contested in good faith and by appropriate proceedings for which adequate
      reserves have been established in accordance with GAAP, with respect to U.S.
      Credit Parties, or International GAAP, with respect to Credit Parties that
      are
      not U.S. Credit Parties, as applicable;




(b)  Encumbrances
      in respect of its property or assets imposed by law, which were incurred in
      the
      ordinary course of business and do not secure Indebtedness for borrowed money,
      such as carriers’, warehousemen’s, materialmen’s and mechanics’ Encumbrances and
      other similar Encumbrances arising in the ordinary course of business, and
      (i) which do not in the aggregate materially detract from the value of its
      property or assets or materially impair the use thereof in the operation of
      its
      business or (ii) which are being contested in good faith by appropriate
      proceedings, which proceedings have the effect of preventing the forfeiture
      or
      sale of the property or assets subject to any such Encumbrance;




(c)  Encumbrances
      created by or pursuant to this Agreement and the Loan Documents;




(d)  easements,
      rights-of-way, restrictions, encroachments and other similar charges or
      encumbrances, and minor title deficiencies, in each case not securing
      Indebtedness and not materially interfering with the conduct of its business;
      and




(e)  Encumbrances
      arising out of the existence of judgments or awards in respect of which it
      shall
      in good faith be prosecuting an appeal or proceedings for review and in respect
      of which there shall have been secured a subsisting stay of execution pending
      such appeal or proceedings; provided that the
      aggregate amount of all cash and the Fair Market Value of all other property
      subject to such Encumbrances does not exceed $100,000 at any time
      outstanding.




53




In
      connection with the granting of Encumbrances of the type described in clause
      (c)
      of this Section 9.01 by any Credit Party, the Administrative Agent shall be
      authorized to take any actions deemed appropriate by it in connection therewith
      (including, without limitation, by executing appropriate lien releases or lien
      subordination agreements in favor of the holder or holders of such Encumbrances,
      in either case solely with respect to the item or items of equipment or other
      assets subject to such Encumbrances).




Notwithstanding
      the foregoing, all Permitted Encumbrances with respect to any Collateral shall
      be subordinate to the liens of the Lenders under the Loan
      Documents.




10.02  Consolidation,
      Merger, Purchase or Sale of Assets, etc.  Wind up, liquidate or
      dissolve its affairs or enter into any partnership, joint venture, or
      transaction of merger or consolidation, convey, sell or otherwise dispose of
      all
      or any part of their property or assets, or enter into any sale-leaseback
      transactions, or purchase or otherwise acquire (in one or a series of related
      transactions) any part of the property or assets of any Person (or agree to
      do
      any of the foregoing at any future time), except that:




(a)  Capital
      Expenditures by it shall be permitted to the extent not in violation of Section
      10.07;




(b)  (i) the
      Credit Parties may enter into or complete the transaction contemplated by the
      Binding Letter of Intent by means of a merger of Interpacific Oil S.A.C, into
      Pure Biofuels del Peru S.A.C. on the Merger Date, in accordance with the
      Peruvian General Corporations Act ( *Ley
      General de Sociedades).*




(c)  Investments
      may be made to the extent permitted by Section 10.05; and




(d)  it
      may
      liquidate or otherwise dispose of Cash Equivalents in the ordinary course of
      business, in each case for cash at Fair Market Value.




10.03  Dividends.
      Authorize, declare or pay any Dividends with respect to it, except
      that:




(a)  any
      Credit Party (other than Holdings) may pay cash Dividends to another Credit
      Party (other than Holdings);




(b)  unless
      an
      Event of Default shall have occurred and is continuing, any Credit Party may
      pay
      cash Dividends to Holdings at the times and in the amounts necessary to enable
      Holdings to pay interest expense in connection with the Convertible Notes,
      pursuant to the terms of the Convertible Notes Documents;




(c)  any
      Credit Party (other than Holdings) may pay cash Dividends to Holdings, so long
      as the proceeds thereof are promptly used by Holdings to pay operating expenses
      incurred in the ordinary course of business (including, without limitation,
      outside directors and professional fees, expenses and indemnities) and other
      similar corporate overhead costs and expenses, provided that the
      aggregate amount of all cash Dividends paid pursuant to this clause (c) shall
      not exceed the amount of Holdings, operating expenses set forth in the Annual
      Business Plan for such fiscal year of Holdings; and




54




(d)  the
      Borrower may pay cash Dividends to Holdings at the times and in the amounts
      necessary to enable Holdings to pay its tax obligations; provided that (x)
      the amount of cash Dividends paid pursuant to this clause (d) to enable Holdings
      to pay federal and state income taxes actually owing by Holdings at such time
      for the respective period and (y) any refunds received by Holdings shall
      promptly be returned by Holdings to the Borrower.




10.04  Indebtedness .
      Contract, create, incur, assume or suffer to exist any Indebtedness,
      except:




(a)  Indebtedness
      incurred pursuant to this Agreement, the other Loan Documents and the
      Convertible Note Documents;




(b)  Indebtedness
      incurred pursuant to the Working Capital Facility in an aggregate principal
      amount at any time outstanding not to exceed $5,000,00;




(c)  Indebtedness
      in the ordinary course of its business (including, without limitation,
      Indebtedness such as bonds, guarantees and letters of credit, which may be
      deemed to exist in connection with agreements providing for indemnification,
      purchase price adjustments and similar obligations in connection with the
      disposition of assets in accordance with the requirements of this Agreement,
      so
      long as any such obligations are those of the Person making the respective
      acquisition or sale, and are not guaranteed by any other Person); and




(d)  Existing
      Indebtedness.




10.05  Advances,
      Investments and Loan .
      Directly or indirectly, lend money or credit or make advances to any Person,
      or
      purchase or acquire any stock, obligations or securities of, or any other Equity
      Interest in, or make any capital contribution to, any other Person, or purchase
      or own a futures contract or otherwise become liable for the purchase or sale
      of
      currency or other commodities at a future date in the nature of a futures
      contract (each of the foregoing an “ Investment ”
and,
      collectively, “ Investments ”),
      except that the following shall be permitted:




(a)  it
      may
      acquire and hold accounts receivable owing to it, if created or acquired in
      the
      ordinary course of its business and payable or dischargeable in accordance
      with
      its customary trade terms;




(b)  it
      may
      acquire and hold cash and Cash Equivalents;




(c)  Contingent
      Obligations permitted by Section 10.04, to the extent constituting Investments;
      and




(d)  Holdings
      may make capital contributions to the Borrowers.




10.06  Transactions
      with Affiliates. Enter into any transaction or series of related
      transactions with any Affiliate, other than in the ordinary course of business
      and on terms and conditions substantially as favorable to it as would reasonably
      be obtained by it at that time in a comparable arm’s-length transaction with a
      Person other than an Affiliate, except that the following in any event shall
      be
      permitted:




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(a)  Dividends
      may be paid by it to the extent provided in Section 10.03; and




(b)  Loans
      may
      be made and other transactions may be entered into by it to the extent permitted
      by Sections 10.02, 10.04 and 10.05.




10.07  Capital
      Expenditures. Make any Capital Expenditures except (a) Capital Expenditures
      set forth in the applicable Annual Business Plan and (b) Capital Expenditures
      with the amount of Net Insurance Proceeds received by it from any Recovery
      Event
      so long as such Net Insurance Proceeds are used to replace or restore any
      properties or assets in respect of which such Net Insurance Proceeds were paid,
      but only to the extent that such Net Insurance Proceeds are not otherwise
      required to be applied as a mandatory repayment pursuant to Section
      4.02(e).




10.08  Modifications
      of Certificate of Incorporation, By-Laws and Certain Other Agreements;
      Limitations on Voluntary Payments, etc. (a)  Amend,
      modify or change its certificate or articles of incorporation (including,
      without limitation, by the filing or modification of any certificate or articles
      of designation), certificate of formation, limited liability company agreement
      or by-laws (or the equivalent organizational documents), as applicable, or
      any
      agreement entered into by it with respect to their capital stock or other Equity
      Interests (including any shareholders’ agreement), or enter into any new
      agreement with respect to their capital stock or other Equity Interests, unless
      such amendment, modification, change or other action contemplated by this clause
      (a) could not reasonably be expected to be adverse to the interests of the
      Lenders and the terms of any such amendment, modification, change or other
      action will not violate any of the other provisions of this Agreement or any
      other Loan Document;




(b)  amend,
      modify or change any provision of any Management Agreement unless such
      amendment, modification or change could not reasonably be expected to be adverse
      to the interests of the Lenders (although no amendment, modification or change
      may be made to any monetary term thereof); or




(c)  amend,
      modify or change any provision of any material agreement set forth on Schedule
      8.23 unless such amendment, modification or change could not reasonably be
      expected to be adverse to the interests of the Lenders (although no amendment,
      modification or change may be made to any monetary term thereof).




10.09  Limitation
      on Issuance of Equity Interests. Issue (a) any preferred equity or
      convertible note (other than the Convertible Note) or (b) any redeemable common
      stock or other redeemable common Equity Interests (other than pursuant to the
      Convertible Note Documents).




10.10  Business;
      etc. (a) Engage, directly or indirectly, in any business other than the
      businesses engaged in by it as of the Initial Borrowing Date and reasonable
      extensions thereof and businesses ancillary or complimentary thereto; provided that,
      such business activity may be operated solely within the nations of Peru and
      Argentina.




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(b)  Notwithstanding
      the foregoing or anything else in this Agreement to the contrary, Holdings
      will
      not engage in any business or own any significant assets or have any material
      liabilities other than (i) (x) its ownership of the capital stock of the
      Borrowers and (y) holding up to $400,000 of cash and Cash Equivalents in the
      aggregate at any time (together with any invest-ment income thereon) and (ii)
      those liabilities which it is respon-sible for under this Agreement and the
      other Documents to which it is a party, provided that
      Holdings may engage in those activities that are incidental to (x) the
      maintenance of its existence in compli-ance with appli-cable law and (y) legal,
      tax and accounting matters in connection with any of the foregoing
      activities.




10.11  Limitation
      on Equity Interests. Establish, create or acquire any Equity Interest in any
      other Person other than a Subsidiary which is a Subsidiary
      Guarantor.




SECTION
      11.  Events of Default. Upon the occurrence of any of the
      following specified events (each, an “ Event
      of Default ”):




11.01  Payments.
      Either Borrower shall (a) default in the payment when due of any principal
      of
      any Loan or any Note, or (b) default, and such default shall continue unremedied
      for three or more Business Days, in the payment when due of any interest on
      any
      Loan or any Note or any Fees or any other amounts owing hereunder or under
      any
      other Loan Document.




11.02  Representations,
      etc. Any representation, warranty or statement made or deemed made by any
      Credit Party herein or in any other Loan Document or in any certificate
      delivered to the Administrative Agent or any Lender pursuant hereto or thereto
      shall prove to be untrue in any material respect on the date as of which made
      or
      deemed made.




11.03  Covenants.
      Any Credit Party shall (a) default in the due performance or observance by
      it of
      any term, covenant or agreement contained in Sections 9.01(g)(i), 9.03(b)
      and 9.10 or Section 10 or (b) default in the due performance or observance
      by it
      of any other term, covenant or agreement contained in this Agreement (other
      than
      those set forth in Sections 11.01 and 11.02) and such default shall
      continue unremedied for a period of 30 days.




11.04  Default
      Under Other Agreements. (a) Any
      Credit Party shall (i) default in any payment of any Indebtedness (other than
      the Obligations) beyond the period of grace, if any, provided in an instrument
      or agreement under which such Indebtedness was created or (ii) default in
      the observance or performance of any agreement or condition relating to any
      Indebtedness (other than the Obligations) or contained in any instrument or
      agreement evidencing, securing or relating thereto, or any other event shall
      occur or condition exist, the effect of which default or other event or
      condition is to cause, or to permit the holder or holders of such Indebtedness
      (or a trustee or agent on behalf of such holder or holders) to cause (determined
      without regard to whether any notice is required), any such Indebtedness to
      become due prior to its stated maturity, or (b) any Indebtedness (other than
      the
      Obligations) of any Credit Party shall be declared to be (or shall become)
      due
      and payable, or required to be prepaid other than by a regularly scheduled
      required prepayment, prior to the stated maturity thereof, provided that it
      shall not be a Default or an Event of Default under this Section 11.04 unless
      the aggregate principal amount of all Indebtedness as described in preceding
      clauses (i) and (ii) is at least $100,000.




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11.05  Bankruptcy,
      etc.   Any Credit Party shall commence a voluntary case concerning
      itself under Title 11 of the United States Code entitled “Bankruptcy,” as now or
      hereafter in effect, or any successor thereto (the “ Bankruptcy
      Code ”);
      or an
      involuntary case is commenced against any Credit Party, and the petition is
      not
      controverted within 10 days, or is not dismissed within 60 days after the
      filing thereof; or a custodian (as defined in the Bankruptcy Code) is appointed
      for, or takes charge of, all or substantially all of the property of any Credit
      Party, to operate all or any substantial portion of the business of any Credit
      Party, or any Credit Party commences any other proceeding under any
      reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
      insolvency or liquidation or similar law of any jurisdiction whether now or
      hereafter in effect relating to any Credit Party, or there is commenced against
      any Credit Party any such proceeding which remains undismissed for a period
      of
      60 days after the filing thereof, or any Credit Party is adjudicated insolvent
      or bankrupt; or any order of relief or other order approving any such case
      or
      proceeding is entered; or any Credit Party makes a general assignment for the
      benefit of creditors; or any action is taken by any Credit Party for the purpose
      of effecting any of the foregoing; or




Either
      Borrower or any Subsidiary Guarantor shall commence a voluntary insolvency,
      liquidation, dissolution or reorganization proceeding under the bankruptcy
      laws
      of Peru ( *Ley
      General Concursal)* or the
      General Corporations Act of Peru *(Ley
      General de Socíedades)* as
      now
      hereafter in effect; or a proceeding or case shall be commenced against either
      Borrower or any Subsidiary Guarantor, without application or consent, seeking
      (i) its reorganization, liquidation, dissolution, arrangement or warranty,
      (ii)
      the appointment of a receiver, custodian, trustee, examiner, liquidator or
      the
      like of it or of all or any substantial part of its property or (iii) similar
      relief in respect of it under any law relating to bankruptcy, insolvency,
      reorganization, winding up, or composition or adjustment of debts, and such
      proceeding shall continue undismissed, or in order, judgment or decree approving
      or ordering any of the foregoing shall be entered and continued unstayed and
      in
      effect, for a period of 60 or more days, or a declaration of bankruptcy or
      suspension of payment shall be entered against either Borrower or any Subsidiary
      Guarantor under the bankruptcy laws of Peru ( *Ley
      General Concursal)* or the
      General Corporations Act of Peru *(Ley
      General de Sociedades)* as now
      or hereafter in effect.




11.06  Loan
      Documents. Any of the Loan Documents shall cease to be in full force and
      effect, or shall cease to give the Administrative Agent for the benefit of
      the
      Lenders and the Administrative Agent the Encumbrances, rights, powers and
      privileges purported to be created thereby (including, without limitation,
      a
      perfected security interest in, and Encumbrance on, all of the Collateral,
      in
      favor of the Administrative Agent, superior to and prior to the rights of all
      third Persons (except as permitted by Section 10.01), and subject to no
      other Encumbrances (except as permitted by Section 10.01), or any Credit
      Party shall default in the due performance or observance of any term, covenant
      or agreement on its part to be performed or observed pursuant to any such Loan
      Document and such default shall continue beyond the period of grace, if any,
      specifically applicable thereto pursuant to the terms of such Security
      Document.




11.07  Guaranties.
      Any of the Guaranties or any provision thereof shall cease to be in full force
      or effect as to any Guarantor (except as a result of a release of any guarantor
      in accordance with the terms thereof), or any Guarantor or any Person acting
      for
      or on behalf of such Guarantor shall deny or disaffirm such Guarantor’s
      obligations thereunder to which it is a party or any Guarantor shall default
      in
      the due performance or observance of any term, covenant or agreement on its
      part
      to be performed or observed pursuant thereto to which it is a
      party.




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11.08  Judgments.
      One or more judgments or decrees shall be entered against any Credit Party
      involving in the aggregate for such Credit Party a liability (to the extent
      not
      paid or not covered by a reputable and solvent insurance company) and such
      judgments and decrees either shall be final and non-appealable or shall not
      be
      vacated, discharged or stayed or bonded pending appeal for any period of 30
      consecutive days, and the aggregate amount of all such judgments equals or
      exceeds $100,000.




11.09  Change
      of Control. A Change of Control shall occur.




11.10  Convertible
      Note Documents .
      A
      default shall have occurred under any Convertible Note Documents.




then,
      and
      in any such event, and at any time thereafter, if any Event of Default shall
      then be continuing, the Administrative Agent, upon the written request of the
      Required Lenders, shall by written notice to the Borrowers, take any or all
      of
      the following actions, without prejudice to the rights of the Administrative
      Agent, any Lender or the holder of any Note to enforce its claims against any
      Credit Party ( provided that if
      an Event of Default specified in Section 10.05 shall occur with respect to
      any
      Credit Party, the result which would occur upon the giving of written notice
      by
      the Administrative Agent as specified in clauses (a) and (b) below, shall occur
      automatically without the giving of any such notice): (a) declare the Total
      Commitment terminated, whereupon the Commitment of each Lender shall forthwith
      terminate immediately without any other notice of any kind; (b) declare the
      principal of and any accrued interest in respect of all Loans and the Notes
      and
      all Obligations owing hereunder and thereunder to be, whereupon the same shall
      become, forthwith due and payable without presentment, demand, protest or other
      notice of any kind, all of which are hereby waived by each Credit Party; and
      (c)
      enforce, as all of the Encumbrances created pursuant to the Loan
      Documents.




SECTION
      12.  The Administrative Agent.




12.01  Appointment.
      The Lenders hereby irrevocably designate and appoint Plainfield Special
      Situations Master Fund Limited as Administrative Agent to act as specified
      herein and in the other Loan Documents. Each Lender hereby irrevocably
      authorizes, and each holder of any Note by the acceptance of such Note shall
      be
      deemed irrevocably to authorize, the Administrative Agent to take such action
      on
      its behalf under the provisions of this Agreement, the other Loan Documents
      and
      any other instruments and agreements referred to herein or therein and to
      exercise such powers and to perform such duties hereunder and thereunder as
      are
      specifically delegated to or required of the Administrative Agent by the terms
      hereof and thereof and such other powers as are reasonably incidental thereto.
      The Administrative Agent may perform any of its duties hereunder by or through
      their officers, directors, agents, employees or affiliates.




12.02  Nature
      of Duties. The Administrative Agent in its capacity as such shall have no
      duties or responsibilities except those expressly set forth in this Agreement
      and in the other Loan Documents. Neither the Administrative Agent in its
      capacity as such nor any of its officers, directors, agents, employees or
      affiliates shall be liable for any action taken or omitted by it or them
      hereunder or under any other Loan Document or in connection herewith or
      therewith, unless caused by its or their gross negligence or willful misconduct
      (as determined by a court of competent jurisdiction in a final and
      non-appealable decision). The duties of the Administrative Agent shall be
      mechanical and administrative in nature; the Administrative Agent shall not
      have
      by reason of this Agreement or any other Loan Document a fiduciary relationship
      in respect of any Lender or the holder of any Note; and nothing in this
      Agreement or in any other Loan Document, expressed or implied, is intended
      to or
      shall be so construed as to impose upon the Administrative Agent any obligations
      in respect of this Agreement or any other Loan Document except as expressly
      set
      forth herein or therein.




59




12.03  Lack
      of Reliance on the Administrative Agent. Independently and without reliance
      upon the Administrative Agent, each Lender and the holder of each Note, to
      the
      extent it deems appropriate, has made and shall continue to make (a) its own
      independent investigation of the financial condition and affairs of the
      Borrowers in connection with the making and the continuance of the Loans and
      the
      taking or not taking of any action in connection herewith and (b) its own
      appraisal of the creditworthiness of the Borrowers and, except as expressly
      provided in this Agreement, the Administrative Agent shall not have any duty
      or
      responsibility, either initially or on a continuing basis, to provide any Lender
      or the holder of any Note with any credit or other information with respect
      thereto, whether coming into its possession before the making of the Loans
      or at
      any time or times thereafter. The Administrative Agent shall not be responsible
      to any Lender or the holder of any Note for any recitals, statements,
      information, representations or warranties herein or in any document,
      certificate or other writing delivered in connection herewith or for the
      execution, effectiveness, genuineness, validity, enforceability, perfection,
      collectibility, priority or sufficiency of this Agreement or any other Loan
      Document or the financial condition of the Borrowers or be required to make
      any
      inquiry concerning either the performance or observance of any of the terms,
      provisions or conditions of this Agreement or any other Loan Document, or the
      financial condition of the Borrowers or the existence or possible existence
      of
      any Default or Event of Default.




12.04  Certain
      Rights of the Administrative Agent. If the Administrative Agent shall
      request instructions from the Required Lenders with respect to any act or action
      (including failure to act) in connection with this Agreement or any other Loan
      Document, the Administrative Agent shall be entitled to refrain from such act
      or
      taking such action unless and until the Administrative Agent shall have received
      instructions from the Required Lenders; and the Administrative Agent shall
      not
      incur liability to any Lender by reason of so refraining. Without limiting
      the
      foregoing, neither any Lender nor the holder of any Note shall have any right
      of
      action whatsoever against the Administrative Agent as a result of the
      Administrative Agent acting or refraining from acting hereunder or under any
      other Loan Document in accordance with the instructions of the Required
      Lenders.




12.05  Reliance.
      The Administrative Agent shall be entitled to rely, and shall be fully protected
      in relying, upon any note, writing, resolution, notice, statement, certificate,
      telex, teletype or telecopier message, cablegram, radiogram, order or other
      document or telephone message signed, sent or made by any Person that the
      Administrative Agent believed to be the proper Person, and, with respect to
      all
      legal matters pertaining to this Agreement and any other Loan Document and
      its
      duties hereunder and thereunder, upon advice of counsel selected by the
      Administrative Agent.




60




12.06  Indemnification.
      To the extent the Administrative Agent (or any affiliate thereof) is not
      reimbursed and indemnified by the Borrowers, the Lenders will reimburse and
      indemnify the Administrative Agent (and any affiliate thereof) in proportion
      to
      their respective “percentage” as used in determining the Required Lenders
      (determined as if there were no Defaulting Lenders) for and against any and
      all
      liabilities, obligations, losses, damages, penalties, claims, actions,
      judgments, costs, expenses or disbursements of whatsoever kind or nature which
      may be imposed on, asserted against or incurred by the Administrative Agent
      (or
      any affiliate thereof) in performing its duties hereunder or under any other
      Loan Document or in any way relating to or arising out of this Agreement or
      any
      other Loan Document; provided that no
      Lender shall be liable for any portion of such liabilities, obligations, losses,
      damages, penalties, claims, actions, judgments, suits, costs, expenses or
      disbursements resulting from the Administrative Agent’s (or such affiliates’
thereof) gross negligence or willful misconduct (as determined by a court of
      competent jurisdiction in a final and non-appealable decision).




12.07  The
      Administrative Agent in its Individual Capacity. With respect to its
      obligation to make Loans under this Agreement, the Administrative Agent shall
      have the rights and powers specified herein for a “ Lender ”
and
      may
      exercise the same rights and powers as though it were not performing the duties
      specified herein; and the term “ Lender ,”
      “ Required
      Lenders ,”
      “ holders
      of Notes ”
or
      any
      similar terms shall, unless the context clearly indicates otherwise, include
      the
      Administrative Agent in its individual capacity. The Administrative Agent and
      its affiliates may accept deposits from, lend money to, and generally engage
      in
      any kind of banking, investment banking, trust or other business with, or
      provide debt financing, equity capital or other services (including financial
      advisory services) to any Credit Party or any Affiliate of any Credit Party
      (or
      any Person engaged in a similar business with any Credit Party or any Affiliate
      thereof) as if they were not performing the duties specified herein, and may
      accept fees and other consideration from any Credit Party or any Affiliate
      of
      any Credit Party for services in connection with this Agreement and otherwise
      without having to account for the same to the Lenders.




12.08  Holders.
      Any Agent may deem and treat the payee of any Note as the owner thereof for
      all
      purposes hereof unless and until a written notice of the assignment, transfer
      or
      endorsement thereof, as the case may be, shall have been filed with the
      Administrative Agent. Any request, authority or consent of any Person who,
      at
      the time of making such request or giving such authority or consent, is the
      holder of any Note shall be conclusive and binding on any subsequent holder,
      transferee, assignee or endorsee, as the case may be, of such Note or of any
      Note or Notes issued in exchange therefor.




12.09  Resignation
      by the Administrative Agent. (a) The
      Administrative Agent may resign from the performance of all of its respective
      functions and duties hereunder and/or under the other Loan Documents at any
      time
      by giving fifteen (15) Business Days’ prior written notice to the Lenders. Such
      resignation shall take effect upon the appointment of a successor Administrative
      Agent pursuant to clauses (b) and (c) below or as otherwise provided
      below.




61




(b)  Upon
      any
      such notice of resignation by the Administrative Agent, the Required Lenders
      shall appoint a successor Administrative Agent hereunder or
      thereunder.




(c)  If
      a
      successor Administrative Agent shall not have been so appointed within such
      15
      Business Day period, the Administrative Agent, shall then appoint a successor
      Administrative Agent who shall serve as Administrative Agent hereunder or
      thereunder until such time, if any, as the Required Lenders appoint a successor
      Administrative Agent as provided above.




(d)  If
      no
      successor Administrative Agent has been appointed pursuant to clause (b) or
      (c)
      above by the 20th Business Day after the date such notice of resignation was
      given by the Administrative Agent, the Administrative Agent’s resignation shall
      become effective and the Required Lenders shall thereafter perform all the
      duties of the Administrative Agent hereunder and/or under any other Loan
      Document until such time, if any, as the Required Lenders appoint a successor
      Administrative Agent as provided above.




(e)  Upon
      a
      resignation of the Administrative Agent pursuant to this Section 12.09, the
      Administrative Agent shall remain indemnified to the extent provided in this
      Agreement and the other Loan Documents and the provisions of this Section 12
      (and the analogous provisions of the other Loan Documents) shall continue in
      effect for the benefit of the Administrative Agent for all of its actions and
      inactions while serving as the Administrative Agent.




12.10  Collateral
      Matters. (a) Each
      Lender authorizes and directs the Administrative Agent to enter into the Loan
      Documents to which it is a party for the benefit of the Lenders and the
      Administrative Agent. Each Lender hereby agrees, and each holder of any Note
      by
      the acceptance thereof will be deemed to agree, that, except as otherwise set
      forth herein, any action taken by the Required Lenders in accordance with the
      provisions of this Agreement, and the exercise by the Required Lenders of the
      powers set forth herein or therein, together with such other powers as are
      reasonably incidental thereto, shall be authorized and binding upon all of
      the
      Lenders. The Administrative Agent is hereby authorized on behalf of all of
      the
      Lenders, without the necessity of any notice to or further consent from any
      Lender, from time to time prior to an Event of Default, to take any action
      with
      respect to any Collateral which may be necessary to perfect and maintain
      perfected the security interest in and liens upon the Collateral granted
      pursuant to the Loan Documents.




(b)  The
      Lenders hereby authorize the Administrative Agent, at its option and in its
      discretion, to release any Encumbrance granted to or held by the Administrative
      Agent upon any Collateral (i) upon payment and satisfaction of all of the
      Obligations (other than inchoate indemnification obligations) at any time
      arising under or in respect of this Agreement or the Loan Documents or the
      transactions contemplated hereby or thereby, (ii) constituting property being
      sold or otherwise disposed of (to Persons other than the Borrowers and their
      Subsidiaries) upon the sale or other disposition thereof in compliance with
      Section 10.02 and (iii) if approved, authorized or ratified in writing by the
      Required Lenders (or all of the Lenders hereunder, to the extent required by
      Section 13.12).




62




(c)  The
      Administrative Agent shall have no obligation whatsoever to the Lenders or
      to
      any other Person to assure that the Collateral exists or is owned by any Credit
      Party or is cared for, protected or insured or that the Encumbrances granted
      to
      the Administrative Agent herein or pursuant hereto have been properly or
      sufficiently or lawfully created, perfected, protected or enforced or are
      entitled to any particular priority, or to exercise or to continue exercising
      at
      all or in any manner or under any duty of care, disclosure or fidelity any
      of
      the rights, authorities and powers granted or available to the Administrative
      Agent in this Section 12.10, it being understood and agreed that in respect
      of the Collateral, or any act, omission or event related thereto, the
      Administrative Agent may act in any manner it may deem appropriate, in its
      sole
      discretion, given the Administrative Agent’s own interest in the Collateral as
      one of the Lenders and that the Administrative Agent shall have no duty or
      liability whatsoever to the Lenders, except for its gross negligence or willful
      misconduct (as determined by a court of competent jurisdiction in a final and
      non-appealable decision).




12.11  Delivery
      of Information. The Administrative Agent shall not be required to deliver to
      any Lender originals or copies of any documents, instruments, notices,
      communications or other information received by the Administrative Agent from
      any Credit Party, any subsidiary thereof, the Required Lenders, any Lender
      or
      any other Person under or in connection with this Agreement or any other Loan
      Document except (a) as specifically provided in this Agreement or any other
      Loan
      Document and (b) as specifically requested from time to time in writing by
      any
      Lender with respect to a specific document, instrument, notice or other written
      communication received by and in the possession of the Administrative Agent
      at
      the time of receipt of such request and then only in accordance with such
      specific request.




SECTION
      13.  Miscellaneous.




13.01  Payment
      of Expenses, etc. (a) The
      Borrowers hereby jointly and severally agree to:  (i) whether or not
      the transactions herein contemplated are consummated, pay all reasonable
      out-of-pocket costs and expenses of the Administrative Agent (including, without
      limitation, the reasonable fees and disbursements of White & Case LLP and
      the Administrative Agent’s other counsel and consultants) in connection with the
      preparation, execution, delivery and administration of this Agreement and the
      other Loan Documents and the documents and instruments referred to herein and
      therein and any amendment, waiver or consent relating hereto or thereto, and
      of
      the Administrative Agent and, after the occurrence of an Event of Default,
      each
      of the Lenders in connection with the enforcement of this Agreement and the
      other Loan Documents and the documents and instruments referred to herein and
      therein or in connection with any refinancing or restructuring of the credit
      arrangements provided under this Agreement in the nature of a “work-out” or
      pursuant to any insolvency or bankruptcy proceedings (including, in each case
      without limitation, the reasonable fees and disbursements of counsel and
      consultants for the Administrative Agent and, after the occurrence of an Event
      of Default, counsel for each of the Lenders); (ii) pay and hold the
      Administrative Agent and each of the Lenders harmless from and against any
      and
      all present and future stamp, excise and other similar documentary taxes with
      respect to the foregoing matters and save the Administrative Agent and each
      of
      the Lenders harmless from and against any and all liabilities with respect
      to or
      resulting from any delay or omission (other than to the extent attributable
      to
      the Administrative Agent or such Lender) to pay such taxes; and (iii) indemnify
      the Administrative Agent and each Lender, and each of their respective officers,
      directors, employees, representatives, agents, affiliates, trustees and
      investment advisors from and hold each of them harmless against any and all
      liabilities, obligations (including removal or remedial actions), losses,
      damages, penalties, claims, actions, judgments, suits, costs, expenses and
      disbursements (including reasonable attorneys’ and consultants’ fees and
      disbursements) incurred by, imposed on or assessed against any of them as a
      result of, or arising out of, or in any way related to, or by reason of, (x)
      any
      investigation, litigation or other proceeding (whether or not the Administrative
      Agent or any Lender is a party thereto and whether or not such investigation,
      litigation or other proceeding is brought by or on behalf of any Credit Party)
      related to the entering into and/or performance of this Agreement or any other
      Loan Document or the use of the proceeds of any Loans hereunder or the
      consummation of the Transaction or any other transactions contemplated herein
      or
      in any other Loan Document or the exercise of any of their rights or remedies
      provided herein or in the other Loan Documents, (y) the actual or alleged
      presence of Hazardous Materials in the air, surface water or groundwater or
      on
      the surface or subsurface of any Real Property at any time owned, leased or
      operated by any of the Credit Parties, the generation, storage, transportation,
      handling or disposal of Hazardous Materials by any of the Credit Parties at
      any
      location, whether or not owned, leased or operated by any of the Credit Parties,
      the non-compliance by any of the Credit Parties or any of their Subsidiaries
      with any Environmental Law (including applicable permits thereunder) applicable
      to any Real Property, or any Environmental Claim asserted against any of the
      Credit Parties, or any Real Property at any time owned, leased or operated
      by
      any of the Credit Parties or (z) claims asserted or alleged by any broker,
      consultant or other advisor of any Credit Party, including, in each case,
      without limitation, the reasonable fees and disbursements of counsel and other
      consultants incurred in connection with any such investigation, litigation
      or
      other proceeding (but excluding any losses, liabilities, claims, damages or
      expenses to the extent incurred by reason of the gross negligence or willful
      misconduct of the Person to be indemnified (as determined by a court of
      competent jurisdiction in a final and non-appealable decision)). To the extent
      that the undertaking to indemnify, pay or hold harmless the Administrative
      Agent
      or any Lender set forth in the preceding sentence may be unenforceable because
      it is violative of any law or public policy, the Borrowers shall make the
      maximum contribution to the payment and satisfaction of each of the indemnified
      liabilities which is permissible under applicable law *.*




(b)  Fraud,
      Misappropriation, etc. The
      Obligations shall include any and all losses, damages, costs, expenses,
      liabilities, claims and any other obligations incurred by Administrative Agent
      and/or Lenders (including attorneys’ fees and costs reasonably incurred with
      respect to Agent and/or Lenders for the purposes hereof) arising out of or
      in
      connection with the following:




(i)  any
      fraud
      by or on behalf of any of the Borrower Related Parties (as defined below) or
      any
      intentional misrepresentation by the Borrower Related Parties in connection
      with
      the Loans;




(ii)  the
      misappropriation or conversion by any of the Borrower Related Parties of
      (A) any insurance proceeds paid by reason of any casualty, (B) any Loan
      proceeds, (C) any awards received in connection with a condemnation, or
      (D) any security deposits, advance deposits or any other deposits collected
      with respect to any of the Collateral which are not delivered to Administrative
      Agent upon a foreclosure of such Collateral or action in lieu thereof;




63




(iii)  any
      cash
      flow collected by any of the Borrower Related Parties and not applied in
      accordance with the Loan Documents;




(iv)  any
      material physical waste to any of the Collateral and any physical damage to
      any
      of the Collateral, in either case, arising from the intentional misconduct
      of
      any of the Borrower Related Parties, in each case in violation of the Loan
      Documents;




(v)  any
      Credit Party’s failure to obtain the Administrative Agent’s consent to any
      subordinate financing or other voluntary lien encumbering any of the Collateral
      in violation of the Loan Documents;




(vi)  so
      long
      as any of the Credit Parties has possession and control of the Collateral,
      failure to pay (or deposit into reserves held by Administrative Agent funds
      sufficient to pay or remove of record by bonding over) taxes or other liens
      (other than Permitted Encumbrances) with priority over the Loan Documents,
      to
      the extent funds are available for such purposes in violation of the Loan
      Agreement;




(vii)  in
      the
      event of: (A) any of the Credit Parties filing a voluntary petition under the
      Bankruptcy Code or any other federal, state or foreign bankruptcy or insolvency
      law; (B) the filing of an involuntary petition against any of the Credit Parties
      under the Bankruptcy Code or any other federal, state or foreign bankruptcy
      or
      insolvency law by any Affiliate of any of the Credit Parties, or soliciting
      or
      causing to be solicited petitioning creditors for any involuntary petition
      against any of the Credit Parties from any Person; (C) any of the Credit Parties
      filing an answer consenting to, or otherwise acquiescing or joining in any
      involuntary petition filed against it, by any other Person under the Bankruptcy
      Code or any other federal, state or foreign bankruptcy or insolvency law, or
      soliciting or causing to be solicited petitioning creditors for any involuntary
      petition from any Person against any of the Credit Parties; (D) any of the
      Credit Parties consenting to or acquiescing in or joining in an application
      for
      the appointment of a custodian, receiver, trustee, or examiner for it or any
      of
      the other Credit Parties or any portion of its or their property; or (E) any
      of
      the Credit Parties making an assignment for the benefit of creditors, or
      admitting, in writing or in any legal proceeding, its insolvency or inability
      to
      pay its debts as they become due;




(viii)  if
      any of
      the Credit Parties violates Section 10.10 of this Agreement; or




(ix)  if
      any of
      the Credit Parties transfers or encumbers any of the Collateral or any part
      thereof in violation of the Loan Documents or if any interest in any of the
      Credit Parties is transferred in violation of the Loan Documents.




(c)  As
      used
      herein, the term “ Borrower
      Related Parties ”
shall
      mean the collective reference to each of the Credit Parties, and their
      respective Affiliates, principals, officers or employees and any party to whom
      any of the Credit Parties or any of their respective Affiliates has
      contractually delegated its authority to perform as an agent of any of the
      Credit Parties or such Affiliate.




64




13.02  Right
      of Setoff. In addition to any rights now or hereafter granted under
      applicable law or otherwise, and not by way of limitation of any such rights,
      upon the occurrence and during the continuance of an Event of Default, the
      Administrative Agent and each Lender is hereby authorized at any time or from
      time to time, without presentment, demand, protest or other notice of any kind
      to any Credit Party or to any other Person, any such notice being hereby
      expressly waived, to set off and to appropriate and apply any and all deposits
      (general or special) and any other Indebtedness at any time held or owing by
      the
      Administrative Agent or such Lender (including, without limitation, by branches
      and agencies of the Administrative Agent or such Lender wherever located) to
      or
      for the credit or the account of any of the Credit Parties against and on
      account of the Obligations and liabilities of the Credit Parties to the
      Administrative Agent or such Lender under this Agreement or under any of the
      other Loan Documents, including, without limitation, all interests in
      Obligations purchased by such Lender pursuant to Section 13.04(b), and all
      other
      claims of any nature or description arising out of or connected with this
      Agreement or any other Loan Document, irrespective of whether or not the
      Administrative Agent or such Lender shall have made any demand hereunder and
      although said Obligations, liabilities or claims, or any of them, shall be
      contingent or unmatured.




13.03  Notices.
      Except as otherwise expressly provided herein, all notices and other
      communications provided for hereunder shall be in writing (including
      telegraphic, telecopier or cable communication) and mailed, telegraphed,
      telecopied, cabled or delivered: if to either of the Borrowers or Holdings,
      at
      the address specified opposite its signature below or in the other relevant
      Loan
      Documents; if to any Lender, at its address specified on Schedule 13.03; and
      if
      to the Administrative Agent, at the Notice Office; or, as to any such party,
      at
      such other address as shall be designated by such party in a written notice
      to
      the other parties hereto and, as to each Lender, at such other address as shall
      be designated by such Lender in a written notice to the Borrowers, Holdings
      and
      the Administrative Agent. All such notices and communications shall, when
      mailed, telegraphed, telecopied, or cabled or sent by overnight courier, be
      effective when deposited in the mails, delivered to the telegraph company,
      cable
      company or overnight courier, as the case may be, or sent by telecopier, except
      that notices and communications to the Administrative Agent and the Borrowers
      shall not be effective until received by the Administrative Agent or the
      Borrowers, as the case may be.




13.04  Benefit
      of Agreement; Assignments; Participations. (a) This
      Agreement shall be binding upon and inure to the benefit of and be enforceable
      by the respective successors and assigns of the parties hereto; provided , however ,
      that
      neither of the Borrowers nor Holdings may assign or transfer any of its rights,
      obligations or interest hereunder without the prior written consent of the
      Lenders and, provided
      further ,
      that,
      although any Lender may transfer, assign or grant participations in its rights
      hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and
      may not transfer or assign all or any portion of its Commitment hereunder except
      as provided in Section 13.04(b)) and the transferee, assignee or participant,
      as
      the case may be, shall not constitute a “Lender” hereunder and, provided
      further ,
      that no
      Lender shall transfer or grant any participation under which the participant
      shall have rights to approve any amendment to or waiver of this Agreement or
      any
      other Loan Document except to the extent such amendment or waiver would (i)
      extend the final scheduled maturity of any Loan or Note in which such
      participant is participating, or reduce the rate or extend the time of payment
      of interest or Fees thereon (except in connection with a waiver of applicability
      of any post-default increase in interest rates) or reduce the principal amount
      thereof (it being understood that any amendment or modification to the financial
      definitions in this Agreement or to Section 13.07(a) shall not constitute a
      reduction in the rate of interest or Fees payable hereunder), or increase the
      amount of the participant’s participation over the amount thereof then in effect
      (it being understood that a waiver of any Default or Event of Default or of
      a
      mandatory reduction in the Total Commitment shall not constitute a change in
      the
      terms of such participation, and that an increase in any Commitment (or the
      available portion thereof) or Loan shall be permitted without the consent of
      any
      participant if the participant’s participation is not increased as a result
      thereof), (ii) consent to the assignment or transfer by either of the Borrowers
      or Holdings of any of its rights and obligations under this Agreement or (iii)
      release all or substantially all of the Collateral (except as expressly provided
      in the Loan Documents) supporting the Loans hereunder in which such participant
      is participating. In the case of any such participation, the participant shall
      not have any rights under this Agreement or any of the other Loan Documents
      (the
      participant’s rights against such Lender in respect of such participation to be
      those set forth in the agreement executed by such Lender in favor of the
      participant relating thereto) and all amounts payable by the Borrowers or
      Holdings hereunder shall be determined as if such Lender had not sold such
      participation.




65




(b)  Notwithstanding
      the foregoing, any Lender (or any Lender together with one or more other
      Lenders) may (x) assign all or a portion of its Commitment and related
      outstanding Obligations (or, if the Commitment has terminated, outstanding
      Obligations) hereunder to (i) (A) its parent company and/or any affiliate of
      such Lender which is at least 50% owned by such Lender or its parent company
      or
      (B) to one or more other Lenders or any Affiliate of any such other Lender
      which
      is at least 50% owned by such other Lender or its parent company ( provided that any
      fund that invests in loans and is managed or advised by the same investment
      advisor of another fund which is a Lender (or by an Affiliate of such investment
      advisor) shall be treated as an Affiliate of such other Lender for the purposes
      of this sub-clause (x)(i)(B)), or (ii) in the case of any Lender that is a
      fund
      that invests in loans, any other fund that invests in loans and is managed
      or
      advised by the same investment advisor of any Lender or by an Affiliate of
      such
      investment advisor or (y) assign all, or if less than all, a portion equal
      to at
      least $1,000,000 in the aggregate for the assigning Lender or assigning Lenders,
      of such Commitment and related outstanding Obligations (or, if the Commitment
      has terminated, outstanding Obligations) hereunder to one or more Eligible
      Transferees (treating any fund that invests in loans and any other fund that
      invests in loans and is managed or advised by the same investment advisor of
      such fund or by an Affiliate of such investment advisor as a single Eligible
      Transferee), each of which assignees shall become a party to this Agreement
      as a
      Lender by execution of an Assignment and Assumption Agreement, provided that (x)
      at such time, Schedule 1.01 shall be deemed modified to reflect the Commitments
      and/or outstanding Loans, as the case may be, of such new Lender and of the
      existing Lenders, (y) upon the surrender of the relevant Notes by the assigning
      Lender (or, upon such assigning Lender’s indemnifying the Borrowers for any lost
      Note pursuant to a customary indemnification agreement) new Notes will be
      issued, at the Borrowers’ expense, to such new Lender and to the assigning
      Lender upon the request of such new Lender or assigning Lender, such new Notes
      to be in conformity with the requirements of Section 2.05 (with appropriate
      modifications) to the extent needed to reflect the revised Commitments and/or
      outstanding Loans, as the case may be, and (z) the consent of the Administrative
      Agent shall be required in connection with any such assignment pursuant to
      clause (y) above (such consent, in any case, not to be unreasonably withheld,
      delayed or conditioned). To the extent of any assignment pursuant to this
      Section 13.04(b), the assigning Lender shall be relieved of its obligations
      hereunder with respect to its assigned Commitment and outstanding
      Loans.




66




(c)  Nothing
      in this Agreement shall prevent or prohibit any Lender from pledging its Loans
      and Notes hereunder to a Federal Reserve Bank in support of borrowings made
      by
      such Lender from such Federal Reserve Bank and, with prior notification to
      the
      Administrative Agent (but without the consent of the Administrative Agent or
      the
      Borrowers), any Lender which is a fund may pledge all or any portion of its
      Loans and Notes to its trustee or to a collateral agent providing credit or
      credit support to such Lender in support of its obligations to such trustee,
      such collateral agent or a holder of such obligations, as the case may be.
      No
      pledge pursuant to this clause (c) shall release the transferor Lender from
      any
      of its obligations hereunder.




(d)  Any
      Lender which assigns all of its Commitment and/or Loans hereunder in accordance
      with Section 13.04(b) shall cease to constitute a “Lender” hereunder, except
      with respect to indemnification provisions under this Agreement (including,
      without limitation, Sections 4.05, 12.06, 13.01 and 13.06), which shall survive
      as to such assigning Lender.




13.05  No
      Waiver; Remedies Cumulative. No failure or delay on the part of the
      Administrative Agent or any Lender in exercising any right, power or privilege
      hereunder or under any other Loan Document and no course of dealing between
      the
      Borrowers or any other Credit Party and the Administrative Agent or any Lender
      shall operate as a waiver thereof; nor shall any single or partial exercise
      of
      any right, power or privilege hereunder or under any other Loan Document
      preclude any other or further exercise thereof or the exercise of any other
      right, power or privilege hereunder or thereunder. The rights, powers and
      remedies herein or in any other Loan Document expressly provided are cumulative
      and not exclusive of any rights, powers or remedies which the Administrative
      Agent or any Lender would otherwise have. No notice to or demand on any Credit
      Party in any case shall entitle any Credit Party to any other or further notice
      or demand in similar or other circumstances or constitute a waiver of the rights
      of the Administrative Agent or any Lender to any other or further action in
      any
      circumstances without notice or demand.




13.06  Payments
      Pro Rata. (a) Except
      as otherwise provided in this Agreement, the Administrative Agent agrees that
      promptly after its receipt of each payment from or on behalf of any of the
      Credit Parties in respect of any Obligations hereunder, the Administrative
      Agent
      shall distribute such payment to the Lenders entitled thereto (other than any
      Lender that has consented in writing to waive its pro  rata share of
      any such payment) pro  rata based
      upon their respective shares, if any, of the Obligations with respect to which
      such payment was received.




(b)  Each
      of
      the Lenders agrees that, if it should receive any amount hereunder (whether
      by
      voluntary payment, by realization upon security, by the exercise of the right
      of
      setoff or banker’s lien, by counterclaim or cross action, by the enforcement of
      any right under the Loan Documents, or otherwise), which is applicable to the
      payment of the principal of, or interest on, the Loans, of a sum which with
      respect to the related sum or sums received by other Lenders is in a greater
      proportion than the total of such Obligation then owed and due to such Lender
      bears to the total of such Obligation then owed and due to all of the Lenders
      immediately prior to such receipt, then such Lender receiving such excess
      payment shall purchase for cash without recourse or warranty from the other
      Lenders an interest in the Obligations of the respective Credit Party to such
      Lenders in such amount as shall result in a proportional participation by all
      the Lenders in such amount; provided that if
      all or any portion of such excess amount is thereafter recovered from such
      Lenders, such purchase shall be rescinded and the purchase price restored to
      the
      extent of such recovery, but without interest.




67




(c)  Notwithstanding
      anything to the contrary contained herein, the provisions of the preceding
      Sections 13.06(a) and (b) shall be subject to the express provisions of this
      Agreement which require, or permit, differing payments to be made to
      Non-Defaulting Lenders as opposed to Defaulting Lenders.




13.07  Calculations;
      Computations.




. (a) The
      financial statements to be furnished to the Lenders pursuant hereto shall be
      made and prepared in accordance with GAAP consistently applied throughout the
      periods involved (except as set forth in the notes thereto or as otherwise
      disclosed in writing by Holdings to the Lenders).




(b)  All
      computations of interest and other Fees hereunder shall be made on the basis
      of
      a year of 360 days for the actual number of days (including the first day but
      excluding the last day) occurring in the period for which such interest or
      Fees
      are payable.




13.08  GOVERNING
      LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS
      AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE
      PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN ANY
      OF
      THE OTHER LOAN DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY
      THE
      LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW
      PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
      OR
      ANY OTHER LOAN DOCUMENT MAY (AND IN THE CASE OF EACH OF THE BORROWERS AND
      HOLDINGS, MUST) BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE
      UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE
      LOCATED IN THE COUNTY OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT, EACH OF THE BORROWERS AND HOLDINGS HEREBY
      IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE BORROWERS
      AND HOLDINGS HEREBY IRREVOCABLY DESIGNATES, APPOINTS AND EMPOWERS CORPORATION
      SERVICE COMPANY, PRESENTLY LOCATED AT 1133 AVENUE OF THE AMERICAS, SUITE 3100,
      NEW YORK, NEW YORK, 10036, AS ITS AUTHORIZED DESIGNEE, APPOINTEE AND AGENT
      TO
      RECEIVE, ACCEPT AND ACKNOWLEDGE FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS
      PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS
      WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH
      AUTHORIZED DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE TO ACT
      AS
      SUCH, EACH OF THE BORROWERS AND HOLDINGS AGREES TO DESIGNATE A NEW AUTHORIZED
      DESIGNEE, APPOINTEE AND AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES
      OF THIS PROVISION REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT UNDER
      THIS
      AGREEMENT. EACH OF THE BORROWERS AND HOLDINGS HEREBY FURTHER IRREVOCABLY WAIVES
      ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES
      NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION PROCEEDING WITH RESPECT TO THIS
      AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN ANY OF THE AFOREMENTIONED
      COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. EACH OF THE
      BORROWERS AND HOLDINGS FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
      OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY
      THE
      MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID,
      TO
      IT AT ITS ADDRESSES SET FORTH OPPOSITE THEIR SIGNATURE BELOW, SUCH SERVICE
      TO
      BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. EACH OF THE BORROWERS AND HOLDINGS
      HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER
      IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING
      COMMENCED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT THAT SERVICE OF PROCESS
      WAS
      IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF
      THE
      ADMINISTRATIVE AGENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS
      IN
      ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
      PROCEED AGAINST EITHER OF THE BORROWERS OR HOLDINGS IN ANY OTHER
      JURISDICTION.




68




(b)  EACH
      OF
      THE BORROWERS AND HOLDINGS HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT
      MAY
      NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS
      OR
      PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER
      LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY
      FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT
      THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
      IN
      AN INCONVENIENT FORUM.




(c)  EACH
      OF
      THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL
      BY
      JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
      THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY
      OR THEREBY.




13.09  Counterparts.
      This Agreement may be executed in any number of counterparts and by the
      different parties hereto on separate counterparts, each of which when so
      executed and delivered shall be an original, but all of which shall together
      constitute one and the same instrument. A set of counterparts executed by all
      the parties hereto shall be lodged with the Borrowers and the Administrative
      Agent. Delivery of an executed counterpart hereof by facsimile or electronic
      transmission shall be as effective as delivery of any original executed
      counterpart hereof.




13.10  Effectiveness.
      This Agreement shall become effective on the date (the “ Effective
      Date ”)
      on
      which Holdings, the Borrowers, the Administrative Agent and each of the Lenders
      shall have signed a counterpart hereof (whether the same or different
      counterparts) and shall have delivered the same to the Administrative Agent
      at
      the Notice Office. The Administrative Agent will give Holdings, the Borrowers
      and each Lender prompt written notice of the occurrence of the Effective
      Date.




69




13.11  Headings
      Descriptive. The headings of the several sections and subsections of this
      Agreement are inserted for convenience only and shall not in any way affect
      the
      meaning or construction of any provision of this Agreement.




13.12  Amendment
      or Waiver; etc. (a) Neither
      this Agreement nor any other Loan Document nor any terms hereof or thereof
      may
      be changed, waived, discharged or terminated unless such change, waiver,
      discharge or termination is in writing signed by the respective Credit Parties
      party hereto or thereto and the Required Lenders, provided that no
      such change, waiver, discharge or termination shall, without the consent of
      each
      Lender (other than a Defaulting Lender) (with Obligations being directly
      affected in the case of following clause (i)), (i) extend the final scheduled
      maturity of any Loan or Note, or reduce the rate or extend the time of payment
      of interest or Fees thereon (except in connection with the waiver of
      applicability of any post-default increase in interest rates), or reduce (or
      forgive) the principal amount thereof (it being understood that any amendment
      or
      modification to the financial definitions in this Agreement or to Section
      13.07(a) shall not constitute a reduction in the rate of interest or Fees for
      the purposes of this clause (i)), (ii) release all or substantially all of
      the
      Collateral (except as expressly provided in the Loan Documents), (iii) amend,
      modify or waive any provision of this Section 13.12(a), (iv) reduce the
“majority” voting threshold specified in the definition of Required Lenders or
      (v) consent to the assignment or transfer by either the Borrowers or Holdings
      of
      any of its rights and obligations under this Agreement; provided
      further ,
      that no
      such change, waiver, discharge or termination shall (1) increase the Commitment
      of any Lender over the amount thereof then in effect without the consent of
      such
      Lender (it being understood that waivers or modifications of conditions
      precedent, covenants, Defaults or Events of Default or of a mandatory reduction
      in the Total Commitment shall not constitute an increase of the Commitment
      of
      any Lender, and that an increase in the available portion of the Commitment
      of
      any Lender shall not constitute an increase of the Commitment of such Lender)
      or
      (2) without the consent of the Administrative Agent, amend, modify or waive
      any
      provision of Section 11 or any other provision of this Agreement or any other
      Loan Document as same relates to the rights or obligations of the Administrative
      Agent.




(b)  If,
      in
      connection with any proposed change, waiver, discharge or termination of or
      to
      any of the provisions of this Agreement as contemplated by clauses (i) through
      (v), inclusive, of the first proviso to Section 13.12(a), the consent of the
      Required Lenders is obtained but the consent of one or more of such other
      Lenders whose consent is required is not obtained, then the Borrowers shall
      have
      the right, so long as all non-consenting Lenders whose individual consent is
      required are treated as described in either clause (A) or (B) below, to either
      (A) replace each such non-consenting Lender or Lenders with one or more
      Replacement Lenders pursuant to Section 2.12 so long as at the time of such
      replacement, each such Replacement Lender consents to the proposed change,
      waiver, discharge or termination or (B) terminate such non-consenting Lender’s
      Commitment and/or repay each outstanding Loans of such Lender which gave rise
      to
      the need to obtain such Lender’s consent, provided that,
      unless the Commitments which are terminated and Loans which are repaid pursuant
      to preceding clause (B) are immediately replaced in full at such time
      through the addition of new Lenders or the increase of the Commitments and/or
      outstanding Loans of existing Lenders (who in each case must specifically
      consent thereto), then in the case of any action pursuant to preceding
      clause (B), the Required Lenders (determined after giving effect to the
      proposed action) shall specifically consent thereto, provided
      further ,
      that
      the Borrowers shall not have the right to replace a Lender, terminate its
      Commitment or repay its Loans solely as a result of the exercise of such
      Lender’s rights (and the withholding of any required consent by such Lender)
      pursuant to the second proviso to Section 13.12(a).




70




13.13  Survival.
      All indemnities set forth herein including, without limitation, in Sections
      4.05, 12.06 and 13.01 shall survive the execution, delivery and termination
      of
      this Agreement and the Notes and the making and repayment of the
      Obligations.




13.14  Patriot
      Act. Each Lender subject to the USA PATRIOT ACT (Title 111 of Pub. L. 107-56
      (signed into law October 26, 2001)) (the “ Patriot
      Act ”)
      hereby
      notifies Holdings and the Borrowers that pursuant to the requirements of the
      Patriot Act, it is required to obtain, verify and record information that
      identifies the Borrowers and the other Credit Parties and other information
      that
      will allow such Lender to identify the Borrowers and the other Credit Parties
      in
      accordance with the Patriot Act.




13.15  English
      Language. This Agreement and all other Loan Documents shall be in the
      English language, except as required by applicable local law (in which event
      certified English translations thereof shall, upon the request of the
      Administrative Agent, be provided by the Borrowers to the Administrative Agent).
      All documents, certificates, reports or notices to be delivered or
      communications to be given or made by any party hereto pursuant to the terms
      of
      this Agreement or any other Loan Document shall be in the English language
      or,
      if originally written in another language, shall, upon request of the
      Administrative Agent, be accompanied by an accurate English translation upon
      which the other parties hereto shall have the right to rely for all purposes
      of
      this Agreement and the other Loan Documents.




13.16  Special
      Provisions Regarding Pledges of Equity Interests in, and Promissory Notes Owed
      by, Persons Not Organized in Qualified Jurisdictions. The parties hereto
      acknowledge and agree that the provisions of the various Security Documents
      executed and delivered by the Credit Parties require that, among other things,
      all promissory notes issued by, and Equity Interests in, various Persons owned
      by the respective Credit Party be pledged, and delivered for pledge, pursuant
      to
      the Security Documents. The parties hereto further acknowledge and agree that
      each Credit Party shall be required to take all actions under the laws of the
      jurisdiction in which such Credit Party is organized to create and perfect
      all
      security interests granted pursuant to the various Security Documents and to
      take all actions under the laws of each applicable jurisdiction to perfect
      the
      security interests in the Equity Interests of, and promissory notes issued
      by,
      any Person organized under the laws of said jurisdictions. The Borrowers hereby
      agree that, following any request by the Administrative Agent or Required
      Lenders to do so, each Borrower shall, and shall cause its Subsidiaries to,
      take
      such actions (including, without limitation, the execution of additional
      Security Documents, the making of any filings and the delivery of appropriate
      legal opinions) under the local law of any jurisdiction with respect to which
      such actions have not already been taken as are determined by the Administrative
      Agent or Required Lenders to be necessary or desirable in order to fully
      perfect, preserve or protect the security interests granted pursuant to the
      various Security Documents under the laws of such jurisdictions. If requested
      to
      do so pursuant to this Section 13.16, all such actions shall be taken in
      accordance with the provisions of this Section 13.16 and within the time periods
      set forth therein. All conditions and representations contained in this
      Agreement and the other Loan Documents shall be deemed modified to the extent
      necessary to effect the foregoing and so that same are not violated by reason
      of
      the failure to take actions under local law not required to be taken in
      accordance with the provisions of this Section 13.16, provided that to
      the extent any representation or warranty would not be true because the
      foregoing actions were not taken, the respective representation of warranties
      shall be required to be true and correct in all material respects at such time
      as the respective action is required to be taken in accordance with the
      foregoing provisions of this Section 13.16.




71




13.17  Waiver
      of Sovereign Immunity. Each of the Borrowers, in respect of itself, its
      Subsidiaries, its process agents, and its properties and revenues, hereby
      irrevocably agrees that, to the extent that such Borrower, its Subsidiaries
      or
      any of its properties has or may hereafter acquire any right of immunity,
      whether characterized as sovereign immunity or otherwise, from any legal
      proceedings, whether in the United States or elsewhere, to enforce or collect
      upon the Loans or any Loan Document or any other liability or obligation of
      such
      Borrower or any of its Subsidiaries related to or arising from the transactions
      contemplated by any of the Loan Documents, including, without limitation,
      immunity from service of process, immunity from jurisdiction or judgment of
      any
      court or tribunal, immunity from execution of a judgment, and immunity of any
      of
      its property from attachment prior to any entry of judgment, or from attachment
      in aid of execution upon a judgment, such Borrower, for itself and on behalf
      of
      its Subsidiaries, hereby expressly waives, to the fullest extent permissible
      under applicable law, any such immunity, and agrees not to assert any such
      right
      or claim in any such proceeding, whether in the United States, any other
      Qualified Jurisdiction, or elsewhere. Without limiting the generality of the
      foregoing, each Borrower further agrees that the waivers set forth in this
      Section 13.17 shall have the fullest extent permitted under the Foreign
      Sovereign Immunities Act of 1976 of the United States and are intended to be
      irrevocable for purposes of such Act.




13.18  Judgment
      Currency. (a) The
      Credit Parties’ obligations hereunder and under the other Loan Documents to make
      payments in Dollars (the “ Obligation
      Currency ”)
      shall
      not be discharged or satisfied by any tender or recovery pursuant to any
      judgment expressed in or converted into any currency other than the Obligation
      Currency, except to the extent that such tender or recovery results in the
      effective receipt by the Administrative Agent or the respective Lender of the
      full amount of the Obligation Currency expressed to be payable to the
      Administrative Agent or such Lender under this Agreement or the other Loan
      Documents. If for the purpose of obtaining or enforcing judgment against any
      Credit Party in any court or in any jurisdiction, it becomes necessary to
      convert into or from any currency other than the Obligation Currency (such
      other
      currency being hereinafter referred to as the “ Judgment
      Currency ”)
      an
      amount due in the Obligation Currency, the conversion shall be made, at the
      U.S.
      Dollar Equivalent thereof (such date, the “ Judgment
      Currency Conversion Date ”).




(b)  If
      there
      is a change in the rate of exchange prevailing between the Judgment Currency
      Conversion Date and the date of actual payment of the amount due, each Borrower
      covenants and agrees to pay, or cause to be paid, such additional amounts,
      if
      any (but in any event not a lesser amount), as may be necessary to ensure that
      the amount paid in the Judgment Currency, when converted at the rate of exchange
      prevailing on the date of payment, will produce the amount of the Obligation
      Currency which could have been purchased with the amount of Judgment Currency
      stipulated in the judgment or judicial award at the rate or exchange prevailing
      on the Judgment Currency Conversion Date.




For
      purposes of determining the U.S. Dollar Equivalent or the Euro Equivalent or
      any
      other rate of exchange for this Section, such amounts shall include any premium
      and costs payable in connection with the purchase of the Obligation
      Currency.




13.19  Nature
      of Borrower Obligations. (a) Notwithstanding anything to the contrary contained elsewhere in this Agreement,
      it is understood and agreed by the various parties to this Agreement that all
      of
      the Borrowers’ Obligations shall constitute the joint and several obligations of
      each of the Borrowers.




(b)  The
      obligations of each Borrower with respect to the Obligations are independent
      of
      the obligations of the other Borrower or any Guarantor under its Guaranty,
      and a
      separate action or actions may be brought and prosecuted against each Borrower,
      whether or not the other Borrower or any such Guarantor is joined in any such
      action or actions. Each Borrower waives, to the fullest extent permitted by
      law,
      the benefit of any statute of limitations affecting its liability hereunder
      or
      the enforcement thereof. Any payment by either Borrower or other circumstance
      which operates to toll any statute of limitations as to any Borrower shall,
      to
      the fullest extent permitted by law, operate to toll the statute of limitations
      as to each Borrower.




72




(c)  Each
      Borrower authorizes the Administrative Agent and the Lenders without notice
      or
      demand (except as shall be required by applicable statute and cannot be waived),
      and without affecting or impairing its liability hereunder, from time to time
      to:




(i)  exercise
      or refrain from exercising any rights against the other Borrower or any
      Guarantor or others or otherwise act or refrain from acting;




(ii)  release
      or substitute the other Borrower, endorsers, Guarantors or other
      obligors;




(iii)  settle
      or
      compromise any of the Obligations of the other Borrower or any other Credit
      Party, any security therefor or any liability (including any of those hereunder)
      incurred directly or indirectly in respect thereof or hereof, and may
      subordinate the payment of all or any part thereof to the payment of any
      liability (whether due or not) of any Borrower to its creditors other than
      the
      Lenders;




(iv)  apply
      any
      sums paid by the other Borrower or any other Person, howsoever realized to
      any
      liability or liabilities of such other Borrower or other Person regardless
      of
      what liability or liabilities of such other Borrower or other Person remain
      unpaid; and/or




(v)  consent
      to or waive any breach of, or act, omission or default under, this Agreement
      or
      any of the instruments or agreements referred to herein, or otherwise, by the
      other Borrower or any other Person.




73




(d)  It
      is not
      necessary for the Administrative Agent or any other Lender to inquire into
      the
      capacity or powers of either Borrower or any of its Subsidiaries or the
      officers, directors, members, partners or agents acting or purporting to act
      on
      its behalf, and any Obligations made or created in reliance upon the professed
      exercise of such powers shall constitute the joint and several obligations
      of
      both of the Borrowers hereunder.




(e)  Neither
      Borrower shall have any rights of contribution or subrogation with respect
      to
      the other Borrower as a result of payments made by it hereunder, in each case
      unless and until the Total Commitment has been terminated and all Obligations
      have been paid in full.




(f)  Each
      Borrower waives any right to require the Administrative Agent or the other
      Lenders to (i) proceed against the other Borrower, any Guarantor or any other
      party, (ii) proceed against or exhaust any security held from either Borrower,
      any Guarantor or any other party or (iii) pursue any other remedy in the
      Administrative Agent’s or the Lenders’ power whatsoever. Each Borrower waives
      any defense based on or arising out of suretyship or any impairment of security
      held from either Borrower, any Guarantor or any other party or on or arising
      out
      of any defense of the other Borrower, any Guarantor or any other party other
      than payment in full in cash of the Obligations, including, without limitation,
      any defense based on or arising out of the disability of the other Borrower,
      any
      Guarantor or any other party, or the unenforceability of the Obligations or
      any
      part thereof from any cause, or the cessation from any cause of the liability
      of
      the other Borrower, in each case other than as a result of the payment in full
      in cash of the Obligations.




13.20  Post-Closing
      Actions. (a) Notwithstanding anything to the contrary contained in this Agreement or the
      other Loan Documents, the parties hereto acknowledge and agree that Holdings
      and
      each of the Borrowers hereby covenant and agree to take all actions set forth
      on Schedule
      13.20 hereto.




All
      conditions precedent and representations contained in this Agreement and the
      other Loan Documents shall be deemed modified to the extent necessary to effect
      the foregoing (and to permit the taking of the actions described above within
      the time periods required above, rather than as elsewhere provided in the Loan
      Documents), provided that (x)
      to the extent any representation and warranty would not be true because the
      foregoing actions were not taken on the Initial Borrowing Date, the respective
      representation and warranty shall be required to be true and correct in all
      material respects at the time the respective action is taken (or was required
      to
      be taken) in accordance with the foregoing provisions of this Section 13.20
      and
      (y) all representations and warranties relating to the Security Documents shall
      be required to be true immediately after the actions required to be taken by
      Section 13.20 have been taken (or were required to be taken). The acceptance
      of
      the benefits of each Loan shall constitute a represen-tation, warranty and
      covenant by the Borrowers to each of the Lenders that the actions required
      pursuant to this Section 13.20 will be, or have been, taken within the relevant
      time periods referred to in this Section 13.20 and that, at such time, all
      representations and warranties contained in this Agreement and the other Loan
      Documents shall then be true and correct without any modification pursuant
      to
      this Section 13.20, and the parties hereto acknowl-edge and agree that the
      failure to take any of the actions required above, within the relevant time
      periods required above, shall give rise to an immediate Event of Default
      pursuant to this Agreement.




74




SECTION
      14.  Holdings Guaranty .




14.01  Guaranty.
      In order to induce the Administrative Agent and the Lenders to enter into this
      Agreement and to extend credit hereunder and in recognition of the direct
      benefits to be received by Holdings from the proceeds of the Loans, Holdings
      hereby agrees with the Guaranteed Creditors as follows: Holdings hereby
      unconditionally and irrevocably guarantees as primary obligor and not merely
      as
      surety the full and prompt pay-ment when due, whether upon maturity,
      acceleration or otherwise, of any and all of the Guaranteed Obligations. If
      any
      or all of the Guaranteed Obligations becomes due and payable hereunder,
      Holdings, unconditionally and irrevocably, promises to pay such indebtedness
      to
      the Administrative Agent and/or the other Guaranteed Creditors, or order, on
      demand, together with any and all expenses which may be incurred by the
      Administrative Agent and the other Guaranteed Creditors in collecting any of
      the
      Guaranteed Obligations. If claim is ever made upon any Guaranteed Creditor
      for
      repayment or recovery of any amount or amounts received in pay-ment or on
      account of any of the Guaranteed Obligations and any of the aforesaid payees
      repays all or part of said amount by reason of (i) any judgment, decree or
      order
      of any court or adminis-tra-tive body having jurisdiction over such payee or
      any
      of its property or (ii) any settlement or com-promise of any such claim effected
      by such payee with any such claimant (including the Borrowers), then and in
      such
      event Holdings agrees that any such judgment, decree, order, settle-ment or
      compromise shall be binding upon Holdings, notwithstanding any revocation of
      this Holdings Guaranty or other instrument evi-dencing any liability of the
      Borrowers, and Holdings shall be and remain liable to the afore-said payees
      hereunder for the amount so repaid or recovered to the same extent as if such
      amount had never originally been received by any such payee.




14.02  Bankruptcy.
      Additionally, Holdings unconditionally and irrevocably guaran-tees the payment
      of any and all of the Guaranteed Obligations whether or not due or payable
      upon
      the occurrence of any of the events specified in Section 11.05, and irrevocably
      and unconditionally promises to pay such indebtedness to the Guaranteed
      Creditors, or order, on demand, in lawful money of the United
      States.




14.03  Nature
      of Liability. The liability of Holdings hereunder is primary, absolute and
      unconditional, exclusive and inde-pendent of any security for or other guaranty
      of the Guaranteed Obligations, whether executed by any other guarantor or by
      any
      other party, and the liabil-ity of Holdings hereunder shall not be affected
      or
      impaired by (a) any direction as to application of payment by the Borrowers,
      any
      other Credit Party or any other party, or (b) any other continuing or other
      guaranty, under-taking or maximum liability of a guarantor or of any other
      party
      as to the Guaranteed Obligations, or (c) any payment on or in reduction of
      any
      such other guaranty or undertaking, or (d) any dissolution, termination or
      increase, decrease or change in personnel by any of the Credit Parties, or
      (e)
      any payment made to any Guaranteed Creditor on the Guaranteed Obligations which
      any such Guaranteed Creditor repays pursuant to court order in any bankruptcy,
      reorganiza-tion, arrange-ment, moratorium or other debtor relief proceeding,
      and
      Holdings waives any right to the deferral or modification of its obligations
      hereunder by reason of any such proceeding, or (f) any action or inaction by
      the
      Guaranteed Creditors as contemplated in Section 14.05, or (g) any invalidity,
      irregularity or enforceability of all or any part of the Guaranteed Obligations
      or of any security therefor.




75




14.04  Independent
      Obligation. The obligations of Holdings hereunder are inde-pen-dent of the
      obligations of any other guarantor, any other party or the Borrowers, and a
      separ-ate action or actions may be brought and prosecuted against Holdings
      whether or not action is brought against any other guarantor, any other party
      or
      the Borrowers and whether or not any other guar-antor, any other party or the
      Borrowers be joined in any such action or actions. Hold-ings waives, to the
      fullest extent permitted by law, the benefit of any statute of limitations
      affect-ing its liability hereunder or the enforcement thereof. Any pay-ment
      by
      any of the Credit Parties or other circumstance which operates to toll any
      statute of limitations as to any of the Credit Parties shall operate to toll
      the
      statute of limitations as to Holdings.




14.05  Authorization.
      Holdings authorizes the Guaranteed Creditors without notice or demand (except
      as
      shall be required by applicable statute and cannot be waived), and without
      affecting or impairing its liability hereunder, from time to time
      to:




(a)  change
      the manner, place or terms of payment of, and/or change or extend the time
      of
      payment of, renew, increase, accelerate or alter, any of the Guaranteed
      Obligations (including any increase or decrease in the principal amount thereof
      or the rate of interest or fees thereon), any security therefor, or any
      liability incurred directly or indirectly in respect thereof, and this Holdings
      Guaranty shall apply to the Guaranteed Obligations as so changed, extended,
      renewed or altered;




(b)  take
      and
      hold security for the payment of the Guaranteed Obligations and sell, exchange,
      release, impair, surrender, realize upon or otherwise deal with in any manner
      and in any order any property by whomsoever at any time pledged or mortgaged
      to
      secure, or howsoever securing, the Guaranteed Obligations or any liabilities
      (including any of those hereunder) incurred directly or indirectly in respect
      thereof or hereof, and/or any offset thereagainst;




(c)  exercise
      or refrain from exercising any rights against either of the Borrowers, any
      other
      Credit Party or others or otherwise act or refrain from acting;




(d)  release
      or substitute any one or more endorsers, guarantors, either of the Borrowers,
      any other Credit Party or other obligors;




(e)  settle
      or
      compromise any of the Guaranteed Obligations, any security therefor or any
      liability (including any of those hereunder) incurred directly or indirectly
      in
      respect thereof or hereof, and may subordinate the payment of all or any part
      thereof to the pay-ment of any liability (whether due or not) of any of the
      Credit Parties to its creditors other than the Guaranteed
      Creditors;




(f)  apply
      any
      sums by whomsoever paid or howsoever realized to any liabil-ity or liabilities
      of the Credit Parties to the Guaranteed Creditors regardless of what liability
      or liabilities of the Credit Parties remain unpaid;




(g)  consent
      to or waive any breach of, or any act, omission or default under, this
      Agreement, any other Loan Document, or any of the instruments or agreements
      referred to herein or therein, or otherwise amend, modify or supplement this
      Agreement, any other Loan Document or any of such other instruments or
      agreements; and/or




76




(h)  take
      any
      other action which would, under otherwise applicable princi-ples of common
      law,
      give rise to a legal or equitable discharge of Holdings from its liabilities
      under this Holdings Guaranty.




14.06  Reliance.
      It is not necessary for any Guaranteed Creditor to inquire into the capacity
      or
      powers of Holdings or any of its Subsidiaries or the officers, directors,
      partners or agents acting or purporting to act on their behalf, and any
      Guaranteed Obligations made or created in reliance upon the professed exercise
      of such powers shall be guaranteed hereunder.




14.07  Subordination.
      Any indebtedness of any of the other Credit Parties now or hereafter owing
      to
      Holdings is hereby subordinated to the Guaranteed Obligations owing to the
      Guaranteed Creditors; and if the Administrative Agent so requests at a time
      when
      an Event of Default exists, all such indebtedness of the other Credit Parties
      to
      Holdings shall be collected, enforced and received by Holdings for the benefit
      of the Guaranteed Creditors and be paid over to the Administrative Agent on
      behalf of the Guaranteed Creditors on account of the Guaranteed Obligations
      to
      the Guaranteed Creditors, but without affecting or impairing in any manner
      the
      liability of Holdings under the other provisions of this Holdings Guaranty.
      Prior to the trans-fer by Holdings of any note or negotiable instrument
      evidencing any such indebtedness of the other Credit Parties to Holdings,
      Holdings shall mark such note or negotiable instrument with a legend that the
      same is subject to this subordination. Without limiting the generality of the
      foregoing, Holdings hereby agrees with the Guaranteed Creditors that it will
      not
      exercise any right of subro-ga-tion which it may at any time otherwise have
      as a
      result of this Holdings Guaranty (whether contractual, under Section 509 of
      the
      Bankruptcy Code or otherwise) until all Guaranteed Obligations have been
      irrevocably paid in full in cash.




14.08  Waiver. (a) Holdings
      waives any right (except as shall be required by appli-cable statute and cannot
      be waived) to require any Guaranteed Creditor to (i) pro-ceed against the
      Borrowers, any other Credit Party, any other guarantor or any other party,
      (ii)
      proceed against or exhaust any security held from the Borrowers, any other
      Credit Party, any other guarantor or any other party or (iii) pursue any other
      remedy in any Guaranteed Creditor’s power whatsoever. Holdings waives any
      defense based on or arising out of any defense of the Borrowers, any other
      Credit Party, any other guarantor or any other party, other than payment of
      the
      Guaranteed Obligations to the extent of such payment, based on or arising out
      of
      the disability of the Borrowers, Holdings, any other Credit Party, any other
      guarantor or any other party, or the validity, legality or unenforce-ability
      of
      the Guaranteed Obligations or any part thereof from any cause, or the cessation
      from any cause of the liability of the Borrowers or the other Credit Parties,
      other than payment of the Guaranteed Obligations to the extent of such payment.
      The Guaranteed Creditors may, at their election, fore-close on any security
      held
      by the Administrative Agent or any other Guaranteed Creditor by one or more
      judicial or nonjudicial sales, whether or not every aspect of any such sale
      is
      commercially reasonable (to the extent such sale is permitted by applicable
      law), or exercise any other right or remedy the Guaranteed Creditors may have
      against the Borrowers, any other Credit Party, or any other party, or any
      security, without affecting or impairing in any way the liability of Holdings
      hereunder except to the extent the Guaranteed Obligations have been paid.
      Holdings waives any defense arising out of any such election by the Guaranteed
      Creditors, even though such election operates to impair or extinguish any right
      of reimbursement or subrogation or other right or remedy of Holdings against
      the
      Borrowers or any other party or any security.




77




(b)  Holdings
      waives all presentments, demands for performance, protests and notices,
      including without limitation notices of nonperformance, notices of protest,
      notices of dishonor, notices of acceptance of this Holdings Guaranty, and
      notices of the existence, creation or incurring of new or additional Guaranteed
      Obligations. Holdings assumes all responsibility for being and keeping itself
      informed of the Borrowers’ financial condition and assets, and of all other
      circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations
      and the nature, scope and extent of the risks which Holdings assumes and incurs
      hereunder, and agrees that neither the Administrative Agent nor any of the
      other
      Guaranteed Creditors shall have any duty to advise Holdings of information
      known
      to them regarding such circumstances or risks.




14.09  Payments.
      All payments made by Holdings pursuant to this Section 14 shall be made in
      Dollars and will be made without setoff, counterclaim or other defense, and
      shall be subject to the provisions of Sections 4.04 and 4.05.




14.10  Maximum
      Liability. It is the desire and intent of Holdings and the Guaranteed
      Creditors that this Holdings Guaranty shall be enforced against Holdings to
      the
      fullest extent permissible under the laws and public policies applied in each
      jurisdiction in which enforcement is sought. If, however, and to the extent
      that, the obligations of Holdings under this Holdings Guaranty shall be
      adjudicated to be invalid or unenforceable for any reason (including, without
      limitation, because of any applicable state or federal law relating to
      fraudulent conveyances or transfers), then the amount of Holdings’ obligations
      under this Holdings Guaranty shall be deemed to be reduced and Holdings shall
      pay the maxi-mum amount of the Guaranteed Obligations which would be permissible
      under applicable law.




*
      * *


78


IN
      WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
      to execute and deliver this Agreement as of the date first above
      written.


Address:
                Av.
                  Canaval y Moreyra 380 of 402
                San
                  Isidro, Lima
                Peru
                Attention:Luis
                  Goyzueta
                Telephone:+511-221-7365
                Facsimile:+511-221-7347
              PURE
                  BIOFUELS DEL PERU S.A.C.
                
                By:/s/ Luis Goyzueta
                Name:
                  Luis Goyzueta
                Title: Authorized SignatoryAddress:
                Av.
                  Canaval y Moreyra 380 of 402
                San
                  Isidro, Lima
                Peru
                Attention:Luis
                  Goyzueta
                Telephone:+511-221-7365
                Facsimile:+511-221-7347
              PALMA
                  INDUSTRIAL S.A.C.
                
                By:/s/ Gonzalo Campos
                Name:
                  Gonzalo
                  Campos
                Title:
                  General
                  ManagerAddress:
                9440
                  Little Santa Monica Blvd.
                Suite
                  401
                Beverly
                  Hills, Ca 90210
                Attention:Steven
                  Magami
                Telephone:(310)
                  402-5901
                Facsimile:(310)
                  402-5947
              PURE
                  BIOFUELS CORP.
                
                By:/s/ Luis Goyzueta
                Name:
                  Luis
                  Goyzueta
                Title:
                  Chief
                  Executive Officer










*[Signature
      Page to Loan Agreement]*









PLAINFIELD
        SPECIAL SITUATIONS MASTER FUND LIMITED, Individually and as Administrative
        Agent
   By: /s/
        Steven Segaloff
 Name:
        Steven
        Segaloff
 Title:
        Authorized
        Individual












*[Signature
      Page to Loan Agreement]*









SECTION
                  1.
              Definitions
                  and Accounting Terms
              11.01
              Defined
                  Terms
              1SECTION
                  2.
              Amount
                  and Terms of Credit
              182.01
              The
                  Commitments
              182.02
              Minimum
                  Amount of Each Borrowing
              192.03
              Notice
                  of Borrowing
              192.04
              Disbursement
                  of Funds
              192.05
              Notes
              202.06
              Conversions
              202.07
              Pro
                  Rata Borrowings
              212.08
              Interest
              212.09
              Interest
                  Periods
              222.10
              Increased
                  Costs, Illegality, etc.
              222.11
              Compensation
              242.12
              Replacement
                  of Lenders
              24SECTION
                  3.
              Fees;
                  Reduction of Commitment
              263.01
              Fees
              263.02
              Mandatory
                  Reduction of Commitments
              26SECTION
                  4.
              Prepayments;
                  Payments; Taxes
              264.01
              Voluntary
                  Prepayments
              264.02
              Mandatory
                  Repayments
              264.03
              Prepayment
                  Premium
              284.04
              Method
                  and Place of Payment
              284.05
              Net
                  Payments
              28SECTION
                  5.
              Conditions
                  Precedent to the Initial Borrowing Date
              295.01
              Effective
                  Date; Notes
              295.02
              Certificate
              295.03
              Opinions
                  of Counsel
              295.04
              Company
                  Documents; Proceedings; etc.
              305.05
              Management
                  Agreements, Employment Agreements
              305.06
              Adverse
                  Change, Approvals
              305.07
              Litigation
              315.08
              Guaranties
              315.09
              Environmental
                  Indemnity
              315.10
              Pledge
                  Agreement
              315.11
              Security
                  Agreements
              315.12
              [Intentionally
                  omitted].
              315.13
              Mortgages;
                  Title Insurance; Survey; etc.
              32
  
 
 5.14
              Financial
                  Statements
              325.15
              Convertible
                  Note Transaction
              325.16
              Solvency
                  Certificate; Insurance Certificates
              325.17
              Biodiesel
                  Facilities
              335.18
              Repayment
                  of Existing Indebtedness
              335.19
              Construction
                  Schedule
              335.20
              Palm
                  Plantation
              335.21
              Fees,
                  etc.
              335.22
              Other
                  Agreements
              335.23
              Employment
                  Agreements
              345.24
              Tradetex
                  Payoff Letter
              345.25
              Other
                  Documents
              34SECTION
                  6.
              Additional
                  Conditions Precedent to the Incurrence of the Loans
              346.01
              No
                  Default; Representations and Warranties
              346.02
              Notice
                  of Borrowing
              34SECTION
                  7.
              Cash
                  Management
              357.01
              Establishment
                  of Accounts
              357.02
              Maintenance
                  of Collateral Accounts
              357.03
              Monthly
                  Funding of the Collateral Account
              367.04
              Cash
                  Management Bank
              367.05
              Account
                  Collateral and Remedies
              367.06
              Transfers
                  and Other Liens
              377.07
              Reasonable
                  Care
              377.08
              Lender’s
                  Liability
              377.09
              Continuing
                  Security Interest
              38SECTION
                  8.
              Representations,
                  Warranties and Agreements
              388.01
              Company
                  Status
              388.02
              Power
                  and Authority
              388.03
              No
                  Violation
              398.04
              Approvals
              398.05
              Financial
                  Statements; Financial Condition; Undisclosed Liabilities
              398.06
              Litigation
              408.07
              True
                  and Complete Disclosure
              408.08
              Use
                  of Proceeds; Margin Regulations
              418.09
              Tax
                  Returns and Payments
              418.10
              Security
                  Documents
              428.11
              Properties
              428.12
              Capitalization
              428.13
              Equity
                  Interests
              438.14
              Compliance
                  with Statutes, etc.
              438.15
              Investment
                  Company Act
              43
 
  8.16
              Representations
                  and Warranties in Other Documents
              438.17
              Environmental
                  Matters
              438.18
              Intellectual
                  Property, etc.
              448.19
              Indebtedness
              448.20
              Insurance
              448.21
              ERISA
                  Plans, etc.
              448.22
              Construction
                  Contracts
              448.23
              Material
                  Agreements
              44SECTION
                  9.
              Affirmative
                  Covenants
              459.01
              Information
                  Covenants
              459.02
              Books,
                  Records and Inspections; Annual Meetings
              479.03
              Maintenance
                  of Property; Insurance
              489.04
              Existence;
                  Franchises
              499.05
              Compliance
                  with Statutes, etc.
              499.06
              Compliance
                  with Environmental Laws
              499.07
              End
                  of Fiscal Years; Fiscal Quarters
              509.08
              Performance
                  of Obligations
              509.09
              Payment
                  of Taxes
              509.10
              Use
                  of Proceeds
              509.11
              Additional
                  Security; Further Assurances; etc.
              509.12
              ERISA
              519.13
              Annual
                  Plan; Development Oversight
              519.14
              Right
                  of First Refusal
              51SECTION
                  10.
              Negative
                  Covenants
              5210.01
              Encumbrances
              5210.02
              Consolidation,
                  Merger, Purchase or Sale of Assets, etc.
              5310.03
              Dividends
              5310.04
              Indebtedness
              5410.05
              Advances,
                  Investments and Loan
              5410.06
              Transactions
                  with Affiliates
              5410.07
              Capital
                  Expenditures
              5510.08
              Modifications
                  of Certificate of Incorporation, By-Laws and Certain Other Agreements;
                  Limitations on Voluntary Payments, etc.
              5510.09
              Limitation
                  on Issuance of Equity Interests
              5510.10
              Business;
                  etc.
              5510.11
              Limitation
                  on Equity Interests
              56SECTION
                  11.
              Events
                  of Default
              5611.01
              Payments
              5611.02
              Representations,
                  etc.
              5611.03
              Covenants
              5611.04
              Default
                  Under Other Agreements
              56
  
  11.05
              Bankruptcy,
                  etc.
              5711.06
              Loan
                  Documents
              5711.07
              Guaranties
              5711.08
              Judgments
              5811.09
              Change
                  of Control
              5811.10
              Convertible
                  Note Documents. A default shall have occurred under any Convertible
                  Note
                  Documents.
              58SECTION
                  12.
              The
                  Administrative Agent
              5812.01
              Appointment
              5812.02
              Nature
                  of Duties
              5812.03
              Lack
                  of Reliance on the Administrative Agent
              5912.04
              Certain
                  Rights of the Administrative Agent
              5912.05
              Reliance
              5912.06
              Indemnification
              6012.07
              The
                  Administrative Agent in its Individual Capacity
              6012.08
              Holders
              6012.09
              Resignation
                  by the Administrative Agent
              6012.10
              Collateral
                  Matters
              6112.11
              Delivery
                  of Information
              62SECTION
                  13.
              Miscellaneous
              6213.01
              Payment
                  of Expenses, etc.
              6213.02
              Right
                  of Setoff
              6413.03
              Notices
              6513.04
              Benefit
                  of Agreement; Assignments; Participations
              6513.05
              No
                  Waiver; Remedies Cumulative
              6713.06
              Payments
                  Pro Rata
              6713.07
              Calculations;
                  Computations
              6813.08
              GOVERNING
                  LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY
                  TRIAL
              6813.09
              Counterparts
              6913.10
              Effectiveness
              6913.11
              Headings
                  Descriptive
              7013.12
              Amendment
                  or Waiver; etc.
              7013.13
              Survival
              7113.14
              Patriot
                  Act
              7113.15
              English
                  Language
              7113.16
              Special
                  Provisions Regarding Pledges of Equity Interests in, and Promissory
                  Notes
                  Owed by, Persons Not Organized in Qualified Jurisdictions
              7113.17
              Waiver
                  of Sovereign Immunity
              7213.18
              Judgment
                  Currency
              7213.19
              Nature
                  of Borrower Obligations
              7313.20
              Post-Closing
                  Actions
              74
  
 
 SECTION
                  14.
              Holdings
                  Guaranty
              7514.01
              Guaranty
              7514.02
              Bankruptcy
              7514.03
              Nature
                  of Liability
              7514.04
              Independent
                  Obligation
              7614.05
              Authorization
              7614.06
              Reliance
              7714.07
              Subordination
              7714.08
              Waiver
              7714.09
              Payments
              7814.10
              Maximum
                  Liability
              78