CREDIT AGREEMENT
   
 CITIBANK, N.A.




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TABLE OF CONTENTS
 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS
    
    
    1Section 1.01. Defined Terms
    
    
    1Section 1.02. Other Interpretive Provisions
    
    
    26Section 1.03. Accounting Terms
    
    
    27Section 1.04. Rounding
    
    
    28Section 1.05. Times of Day
    
    
    28Section 1.06. Letter of Credit Amounts
    
    
    28Section 1.07. References to Agreements and Laws
    
    
    28ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS
    
    
    28Section 2.01. Revolving Loans
    
    
    28Section 2.02. Term Loans
    
    
    28Section 2.03. Borrowings, Conversions and Continuations of Loans
    
    
    29Section 2.04. Letters of Credit
    
    
    30Section 2.05. Prepayments
    
    
    39Section 2.06. Termination or Reduction of Commitments
    
    
    40Section 2.07. Repayment of Loans
    
    
    41Section 2.08. Interest
    
    
    41Section 2.09. Fees
    
    
    42Section 2.10. Computation of Interest and Fees
    
    
    42Section 2.11. Evidence of Debt
    
    
    42Section 2.12. Payments Generally
    
    
    43Section 2.13. Sharing of Payments
    
    
    45ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY
    
    
    45Section 3.01. Taxes
    
    
    45Section 3.02. Illegality
    
    
    47Section 3.03. Inability to Determine Rates
    
    
    48Section 3.04. Increased Costs; Reserves on Eurodollar Rate Loans
    
    
    48Section 3.05. Compensation For Losses
    
    
    50Section 3.06. Mitigation Obligations; Replacement of Lenders
    
    
    50Section 3.07. Survival
    
    
    51ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
    
    
    51Section 4.01. Conditions of Initial Credit Extension
    
    
    51Section 4.02. Conditions to all Credit Extensions
    
    
    53ARTICLE V. REPRESENTATIONS AND WARRANTIES
    
    
    53Section 5.01. Existence, Qualification and Power; Compliance with Laws
    
    
    54Section 5.02. Authorization; No Contravention
    
    
    54Section 5.03. Governmental Authorization; Other Consents
    
    
    54Section 5.04. Binding Effect
    
    
    54Section 5.05. Financial Statements; No Material Adverse Effect
    
    
    54Section 5.06. Litigation
    
    
    55
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Section 5.07. No Default
    
    
    55Section 5.08. Ownership of Property; Liens
    
    
    56Section 5.09. Hazardous Materials
    
    
    56Section 5.10. Insurance
    
    
    56Section 5.11. Taxes
    
    
    56Section 5.12. ERISA Compliance
    
    
    56Section 5.13. Subsidiaries
    
    
    57Section 5.14. Margin Regulations; Investment Company Act
    
    
    57Section 5.15. Disclosure
    
    
    57Section 5.16. Compliance with Laws
    
    
    58Section 5.17. Intellectual Property; Licenses, Etc.
    
    
    58Section 5.18. Businesses
    
    
    58Section 5.19. Common Enterprise
    
    
    58Section 5.20. Solvent
    
    
    59Section 5.21. Taxpayer Identification Number
    
    
    59Section 5.22. Employment and Labor Agreements
    
    
    59Section 5.23. Labor Matters
    
    
    59ARTICLE VI. AFFIRMATIVE COVENANTS
    
    
    59Section 6.01. Financial Statements
    
    
    59Section 6.02. Certificates; Other Information
    
    
    60Section 6.03. Notices
    
    
    61Section 6.04. Payment of Obligations
    
    
    62Section 6.05. Preservation of Existence, Etc.
    
    
    62Section 6.06. Maintenance of Properties
    
    
    62Section 6.07. Maintenance of Insurance
    
    
    62Section 6.08. Compliance with Laws
    
    
    63Section 6.09. Books and Records
    
    
    63Section 6.10. Inspection Rights
    
    
    63Section 6.11. Compliance with ERISA
    
    
    63Section 6.12. Use of Proceeds
    
    
    63Section 6.13. Further Assurances
    
    
    63Section 6.14. Subsidiaries and Other Assets
    
    
    64Section 6.15. [Post-Closing Deliveries
    
    
    64ARTICLE VII. NEGATIVE COVENANTS
    
    
    64Section 7.01. Liens
    
    
    64Section 7.02. Investments
    
    
    66Section 7.03. Indebtedness
    
    
    67Section 7.04. Fundamental Changes
    
    
    68Section 7.05. Dispositions
    
    
    68Section 7.06. Restricted Payments
    
    
    69Section 7.07. ERISA
    
    
    69Section 7.08. Change in Nature of Business
    
    
    69Section 7.09. Transactions with Affiliates
    
    
    69Section 7.10. Burdensome Agreements
    
    
    70Section 7.11. Use of Proceeds
    
    
    70
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Section 7.12. Financial Covenants
    
    
    70Section 7.13. Capital Expenditures
    
    
    70Section 7.14. Fiscal Year and Accounting Methods
    
    
    70Section 7.15. Limitation on Restrictive Agreements
    
    
    70Section 7.16. Issuance of Equity Interests
    
    
    70ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES
    
    
    71Section 8.01. Events of Default
    
    
    71Section 8.02. Remedies Upon Event of Default
    
    
    73Section 8.03. Application of Funds
    
    
    74ARTICLE IX. ADMINISTRATIVE AGENT
    
    
    75Section 9.01. Appointment and Authority
    
    
    75Section 9.02. Rights as a Lender
    
    
    75Section 9.03. Exculpatory Provisions
    
    
    75Section 9.04. Reliance by Administrative Agent
    
    
    76Section 9.05. Delegation of Duties
    
    
    76Section 9.06. Resignation of Administrative Agent
    
    
    76Section 9.07. Non-Reliance on Administrative Agent and Other Lenders
    
    
    77Section 9.08. Administrative Agent May File Proofs of Claim
    
    
    78Section 9.09. Collateral and Guaranty Matters
    
    
    78ARTICLE X. MISCELLANEOUS
    
    
    79Section 10.01. Amendments, Etc.
    
    
    79Section 10.02. Notices; Effectiveness; Electronic Communication
    
    
    80Section 10.03. No Waiver; Cumulative Remedies
    
    
    82Section 10.04. Expenses; Indemnity; Damage Waiver
    
    
    82Section 10.05. Payments Set Aside
    
    
    84Section 10.06. Successors and Assigns
    
    
    84Section 10.07. Treatment of Certain Information; Confidentiality
    
    
    88Section 10.08. Set-off
    
    
    88Section 10.09. Interest Rate Limitation
    
    
    89Section 10.10. Counterparts; Integration; Effectiveness
    
    
    89Section 10.11. Survival of Representations and Warranties
    
    
    89Section 10.12. Severability
    
    
    89Section 10.13. Replacement of Lenders
    
    
    90Section 10.14. Exceptions to Covenants
    
    
    90Section 10.15. Governing Law; Jurisdiction; Etc.
    
    
    90Section 10.16. Waiver of Right to Trial by Jury
    
    
    91Section 10.17. USA PATRIOT Act Notice
    
    
    92Section 10.18. Time of the Essence
    
    
    92Section 10.19. ENTIRE AGREEMENT
    
    
    92
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SCHEDULES
 1.01
    
    
    Inactive Subsidiaries2.01
    
    
    Revolving Commitments and Revolving Pro Rata Shares2.02
    
    
    Term Commitments and Term Pro Rata Shares5.05
    
    
    Supplement to Interim Financial Statements5.08
    
    
    Fee Property5.09
    
    
    Environmental Matters5.13
    
    
    Subsidiaries and Other Equity Investments5.22
    
    
    Labor Agreements5.23
    
    
    Labor Matters7.01
    
    
    Existing Liens7.02
    
    
    Existing Investments7.03
    
    
    Existing Indebtedness10.02
    
    
    Administrative Agents Office, Certain Addresses for Notices
 EXHIBITS
 Form ofA
    
    Revolving Loan NoticeB
    
    Term Loan NoticeC
    
    Revolving Loan NoteD
    
    Term Loan NoteE
    
    Compliance CertificateF
    
    Assignment and AssumptionG
    
    GuarantyH
    
    Security AgreementI
    
    Deed of Trust
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CREDIT AGREEMENT
 Agreement Borrower Lenders Lender
   ARTICLE I.
 DEFINITIONS AND ACCOUNTING TERMS
 Section 1.01. Defined Terms.
 Account
 Acquisition
 Acquisition Consideration
 Act Section 10.17
 Administrative Agent
 Administrative Agents Office Schedule 10.02
 Administrative Questionnaire
 1




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Affiliate
 Agent Parties Section 10.02(c)
 Aggregate Commitments
 Aggregate Revolving Commitments
 Aggregate Term Commitments
 Alternate Base Rate
 Alternate Base Rate Loan
 April 8-K
 Applicable Law Applicable Law
 Applicable Rate Section 6.02(a)
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Alternate BaseEurodollar Rate
    
    Rate forPricing
    
    
    
    Revolving Commitment
    
    for Revolving
    
    Revolving andLevel
    
    Leverage Ratio
    
    Fee
    
    and Term Loans
    
    Term LoansI
    
    Less than 1.25 to 1.00
    
    
    0.200
    
    
    
    1.250
    
    
    
    (0.250
    )II
    
    Greater than or equal to 1.25 to
1.00 but less than 1.75 to 1.00
    
    
    0.250
    
    
    
    1.500
    
    
    
    0.000III
    
    Greater than or equal to 1.75 to
1.00 but less than 2.25 to 1.00
    
    
    0.275
    
    
    
    1.750
    
    
    
    0.250IV
    
    Greater than or equal to 2.25 to 1.00
    
    
    0.300
    
    
    
    2.000
    
    
    
    0.500
 Section 6.02(a) Section 6.02(a) Section 6.02(a)
 Section 6.01(a) 6.01(b) Section 6.02(a) Applicable Period Section 2.08 Article
VIII
 Approved Fund
 3




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Asset Coverage Ratio
 Assignment and Assumption Section 10.06(b) Exhibit F
 Attorney Costs
 Attributable Indebtedness provided however
 Audited Financial Statements
 Auto-Extension Letter of Credit Section
2.04(b)(iii)
 Borrower
 Borrower Materials
 Borrowing
 Business Day
 Capital Expenditures
 4




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Capital Lease
 Cash and Cash Equivalents P-1 A-1 Aaa AAA
 Cash Collateralize Section 2.04(g)
 Cash Management Document
 Cash Management Obligations
 Change in Law
 Change of Control
 5




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option right
   Citibank
 Closing Date Section
4.01 Section 4.01 Section 4.01(b)
 Code
 Collateral
 6




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Collateral Documents
 Commitment Section 2.01 Section 2.02 Schedule 2.01 Schedule 2.02
 Compliance Certificate Exhibit
E
 Consolidated EBITDA minus
 Consolidated Funded Indebtedness Indebtedness
 Consolidated Interest Charges
 Consolidated Interest Income
 Consolidated Net Income provided
 7




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Consolidated Lease Expense
 Contractual Obligation
 Control
 Credit Extension
 Debtor Relief Laws
 Deed of Trust Exhibit I
 Default
 Default Rate plus plus provided however plus
 8




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Defaulting Lender
 Disposition Dispose
 Disqualified Equity Interests
 Dividends
 Dollar $
 Domestic Subsidiary
 Eligible Assignee provided
 Environmental Complaint Section 5.09
 Environmental Laws
 9




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Equity Interests
 Equity Issuance
 ERISA
 ERISA Affiliate
 ERISA Event
 Eurodollar Rate BBA LIBOR
 10




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Eurodollar Rate Loan
 Event of Default Section 8.01
 Exchange Act
 Excluded Taxes Section
10.13 Section 3.01(e) Section 3.01(a)
 Extraordinary Receipt Section 2.05(f)
 Federal Funds Rate  provided
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Fiscal Quarter(s)
 Fiscal Year
 Fixed Charge Coverage Ratio
 Foreign Lender
 Foreign Subsidiary
 Founders Severance Payments
 FRB
 Fund
 GAAP
 Governmental Authority
 12




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Guarantee Guarantee
 Guarantors
 Guaranty Exhibit G
 Hazardous Materials
 Highest Lawful Rate
 Honor Date Section 2.04(c)(i)
 13




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Inactive Subsidiaries Schedule 1.01
 Indebtedness
           Indemnified Taxes
 Information Section 10.07
 Interest Payment Date provided however
 14




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Interest Period provided
    Investment
 IP Rights Section 5.17
 IRS
 ISP
 Issuer Documents
 Laws
 15




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L/C Advance
 L/C Borrowing
 L/C Cash Collateral Account Section 2.04(g)
 L/C Credit Extension
 L/C Issuer
 L/C Obligations plus Section 1.06
 Lender
 Lending Office
 Letter of Credit
 Letter of Credit Application
 Letter of Credit Expiration Date
 Letter of Credit Fee Section 2.04(i)
 16




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Letter of Credit Sublimit
 Leverage Ratio pro forma
 Lien
 Litigation
 Loan Article
II
 Loan Documents
 Loan Parties
 Material Adverse Effect
 Moodys
 17




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Multiemployer Plan
 Net Cash Proceeds
 Net Equity Proceeds
 Net Fixed Assets
 Net Recovery Proceeds
 Non-Extension Notice Date Section 2.04(b)(iii)
 Notes
 Obligations
 18




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Off-Balance Sheet Liabilities
 Organization Documents
 Other Taxes
 Outstanding Amount
 19




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Participant Section 10.06(d)
 PBGC
 Pension Plan
 Permitted Acquisition
    Section 6.14
  Person
 Plan
 Post-Closing Letter
 20




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Section 4.01
 PowerSecure
 PowerSecure Shared Savings Projects
 Premises Section 5.09
 Pro Rata Share
 Qualified Equity Interests
 Recovery Event
 Register Section 10.06(c)
 Related Parties
 Reportable Event
 Request for Credit Extension
 Required Lenders Section 8.02 provided provided further
 21




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Responsible Officer Article II
 Restricted Payment
 Revolving Availability Period Section 2.06 Section 8.02
 Revolving Borrowing Section 2.01
 Revolving Commitment Section 2.01 Schedule 2.01 Section 2.02
 Revolving Commitment Fee Section 2.09
 Revolving Loan Section 2.01
 Revolving Loan Note Exhibit
C
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Revolving Loan Notice Section 2.03(a) Exhibit
A
 Revolving Maturity Date Section 8.01(f)
 Revolving Pro Rata Share provided Section 8.02 Schedule 2.01
 S&P
 SEC
 Secured Creditor
 Secured Obligations
 Securities Act
 Security Agreement Exhibit H
 Solvent
 23




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Subsidiary provided however
 Subsidiary Loan Party
 Swap Contract Master Agreement
 Swap Obligations
 Swap Termination Value
 24




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Synthetic Lease Obligation
 Taxes
 Term Borrowing Section
2.02
 Term Commitment Section 2.02(a) Schedule 2.02
 Term Loan Section 2.02
 Term Loan Note Exhibit D
 Term Loan Notice Section 2.03(a) Exhibit
B
 Term Maturity Date Section 8.01(f)
 Term Pro Rata Share provided Section 8.02
 25




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Schedule 2.02
 Total Outstandings
 Total Revolving Outstandings
 Trust
 Type
 UCC
 Unfunded Pension Liability
 United States U.S.
 Unreimbursed Amounts Section 2.04(c)(i)
 Unused Revolver Portion
 Voting Equity Interests
 Section 1.02. Other Interpretive Provisions.
 include includes including will shall
 26




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herein hereof hereunder asset property
 from from and including to until to but excluding through to and
including
  Section 8.01 Section 7.12
 Section 1.03. Accounting Terms.
 except
 provided that
 27




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Section 1.04. Rounding.
 Section 1.05. Times of Day.
 Section 1.06. Letter of Credit Amounts.
 Section 1.07. References to Agreements and Laws.
 ARTICLE II.
 THE COMMITMENTS AND CREDIT EXTENSIONS
 Section 2.01. Revolving Loans. Revolving
Loan provided however plus Section 2.01 Section 2.06 Section 2.01
 Section 2.02. Term Loans.
 28




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Term Loan provided Section 4.02
 Section 2.03. Borrowings, Conversions and Continuations of Loans.
 Section 2.03(a)
  29




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Section
4.02 Section 4.01
    Section 2.04. Letters of Credit.
 The Letter of Credit Commitment
 Section 2.04 provided plus
 30




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Section 2.04(b)(iii)
       Section 2.04(c)
 31




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Article
IX Article IX
 Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit
  32




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Article IV times
 Auto-Extension Letter of Credit provided Non-Extension Notice Date provided however Section 2.04(a) Section 4.02
  33




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Drawings and Reimbursements; Funding of Participations
 Honor
Date Unreimbursed Amount Section 2.02 Section 4.02 Section 2.04(c)(i) provided
 Section 2.04(c)(i) Section 2.04(c)(iii)
 Section
4.02 Section 2.04(c)(ii) Section 2.04
 Section
2.04(c)
 34




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Section
2.04(c) provided however Section 2.04(c) Section 4.02
 Section 2.04(c) Section
2.04(c)(ii)
 Repayment of Participations
 Section 2.04(c)
 Section 2.04(c)(i) Section 10.05
 35




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Obligations Absolute
       Role of L/C Issuer
 36




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provided however Section 2.04(e) provided however
 Cash Collateral Section 2.04 Section 8.02(c) Cash Collateralize L/C Cash Collateral
Account
 37




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Applicability of ISP
 Letter of Credit Fees Letter of Credit Fee times Section
1.06
 Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer
 38




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Conflict with Issuer Documents
 Section 2.05. Prepayments.
 provided Section 2.05(i)
 provided however Section 2.05(c)
 Section 7.03(h) Section 5.01(g)
 39




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Section 7.05(g) Section 7.05(g) Section 2.05(g)
 Section 7.16 Section 2.05(g).
 provided however Section 7.05(g) Section 2.05(g)
 Section 2.05(c) (d) (e) (f) Section 2.05(a) Section 3.05 pro rata Section 2.05(a) Section 2.05(c) (d) (e) (f) second third
 Section 2.06. Termination or Reduction of Commitments. provided
 40




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Section 2.05(i) Section 2.02
 Section 2.07. Repayment of Loans.
   Section 2.08. Interest.
 plus plus
     41




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Section 2.09. Fees. Revolving Commitment Fee times Article IV
 Section 2.10. Computation of Interest and Fees. Section 10.09 provided Section 2.12(a)
 Section 2.11. Evidence of Debt.
  42




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Section 2.12. Payments Generally.
 General
 Funding by Lenders; Presumption by Administrative Agent Section 2.03 Section 2.03
 43




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Payments by Borrower; Presumptions by Administrative Agent
  Failure to Satisfy Conditions Precedent Article II Article IV
 Obligations of Lenders Several Section
10.04(c) Section 10.04(c) Section 10.04(c)
 Funding Source
 44




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Section 2.13. Sharing of Payments. provided
    ARTICLE III.
 TAXES, YIELD PROTECTION AND ILLEGALITY
 Section 3.01. Taxes.
 Payments Free of Taxes
 45




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Payment of Other Taxes by the Borrower
 Indemnification by the Borrower
 Evidence of Payment
 Status of Lenders
   46




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Treatment of Certain Refunds provided
 Section 3.02. Illegality.
 47




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Section 3.03. Inability to Determine Rates.
 Section 3.04. Increased Costs; Reserves on Eurodollar Rate Loans.
 Increased Costs Generally
 Section 3.04(e)
 Section 3.01
   48




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Capital Requirements
 Certificate for Reimbursement
 Delay in Request provided
 Reserves on Eurodollar Rate Loans Eurocurrency
liabilities provided
 49




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Section 3.05. Compensation For Losses.
   Section 10.13
  Section
3.05
 Section 3.06. Mitigation Obligations; Replacement of Lenders.
 Designation of a Different Lending Office Section 3.04 Section 3.01 Section 3.02 Section 3.01 3.04 Section 3.02
 Replacement of Lenders Section
3.04 Section 3.01 Section 10.13
 50




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Section 3.07. Survival. Article III
 ARTICLE IV.
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
 Section 4.01. Conditions of Initial Credit Extension.
     Section 6.07
   51




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Sections 4.02(a) (b)
    Section 7.05(h)
     Section 9.04 Section 4.01
 52




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Section 4.02. Conditions to all Credit Extensions.
 Article V Article V Section 4.02 Section 5.05 Section 6.01
    Sections
4.02(a) (b)
 ARTICLE V.
 REPRESENTATIONS AND WARRANTIES
  53




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Section 5.01. Existence, Qualification and Power; Compliance with Laws.
 Section 5.02. Authorization; No Contravention.
 Section 5.03. Governmental Authorization; Other Consents.
 Section 5.04. Binding Effect.
 Section 5.05. Financial Statements; No Material Adverse Effect.
  54




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Schedule 5.05
    Section 5.06. Litigation.
 Section 5.07. No Default.
 55




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Section 5.08. Ownership of Property; Liens. Schedule 5.08 Section 7.01
 Section 5.09. Hazardous Materials. Premises Schedule 5.09 Environmental Complaint
 Section 5.10. Insurance.
 Section 5.11. Taxes.
 Section 5.12. ERISA Compliance.
  56




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Section 5.13. Subsidiaries. Schedule 5.13 Schedule 5.13 Schedule 5.13
 Section 5.14. Margin Regulations; Investment Company Act.
   Section 5.15. Disclosure. provided
 57




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Section 5.16. Compliance with Laws.
 Section 5.17. Intellectual Property; Licenses, Etc. IP Rights
 Section 5.18. Businesses.
 Section 5.19. Common Enterprise. Section 5.18 Section 6.12
 58




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Section 5.20. Solvent.
 Section 5.21. Taxpayer Identification Number. Schedule 10.02
 Section 5.22. Employment and Labor Agreements. Schedule 5.22
 Section 5.23. Labor Matters. Schedule 5.23
 ARTICLE VI.
 AFFIRMATIVE COVENANTS
 Sections 6.01 6.02 6.03 6.11
 Section 6.01. Financial Statements.
  59




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Section 6.02(d)
 Section 6.02. Certificates; Other Information.
 Sections
6.01(a) (b)
  60




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Section 6.01(a) (b) Section 6.02(c) Schedule 10.02 provided i.e. Section 6.02(a)
 Section 6.03. Notices.
   61




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Section 6.03(a)
 Section 6.04. Payment of Obligations.
 Section 6.05. Preservation of Existence, Etc. Section 7.04 7.05 Section
7.04 7.05
 Section 6.06. Maintenance of Properties.
 Section 6.07. Maintenance of Insurance.
 62




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Section 6.08. Compliance with Laws.
 Section 6.09. Books and Records.
 Section 6.10. Inspection Rights. provided however
 Section 6.11. Compliance with ERISA.
 Section 6.12. Use of Proceeds. provided however
 Section 6.13. Further Assurances.
 63




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Section 6.14. Subsidiaries and Other Assets.
 Section 6.15. Post-Closing Deliveries. Section 6.13
 ARTICLE VII.
 NEGATIVE COVENANTS
  Section 7.01. Liens.
  Schedule 7.01 provided Section 7.03(b)
  64




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Section 7.03(e) provided
      65




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Section 7.02. Investments.
 Schedule 7.02
     ,
 Section 7.05
  Section 7.03(d)
   66




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Section 7.03. Indebtedness.
  Schedule 7.03 provided Permitted Refinancing
   provided provided Section 7.03(e)
   Section 2.06(c)
 67




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Section 7.04. Fundamental Changes.
 provided provided
 provided
 Section 7.05. Dispositions.
  Section 7.04
 Section
7.06
   provided
 Section 2.05(d)
 68




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provided however
 Section 7.06. Restricted Payments.
       Section 7.07. ERISA.
 Section 7.08. Change in Nature of Business. provided
 Section 7.09. Transactions with Affiliates.
 69




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Section 7.10. Burdensome Agreements. provided however Section 7.03(e)
 Section 7.11. Use of Proceeds.
 Section 7.12. Financial Covenants.
 Fixed Charge Coverage Ratio
 Leverage Ratio
 Asset Coverage Ratio
 Section 7.13. Capital Expenditures.
 Section 7.14. Fiscal Year and Accounting Methods.
 Section 7.15. Limitation on Restrictive Agreements
 Section 7.16. Issuance of Equity Interests
   70




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Section 2.05(e)
   Article VII
 ARTICLE VIII.
 EVENTS OF DEFAULT AND REMEDIES
 Section 8.01. Events of Default.
 Non-Payment
 Specific Covenants Section 6.03(a) 6.10 6.12 Article VII Section 7.01 Section 7.01
 Other Defaults
 Representations and Warranties
 71




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Cross-Default
 Insolvency Proceedings, Etc.
 Inability to Pay Debts; Attachment
 72




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Judgments
 ERISA
 Invalidity of Loan Documents
 Change of Control
 Section 8.02. Remedies Upon Event of Default.
    73




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provided however
 Section 8.03. Application of Funds. Section 8.02 Section 8.02
 First Article III
 Second Article III Second
 Third Third
 Fourth Fourth
 Fifth Fifth
 Sixth Sixth
 Last
 74




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ARTICLE IX.
 ADMINISTRATIVE AGENT
 Section 9.01. Appointment and Authority.
 Section 9.02. Rights as a Lender.
 Section 9.03. Exculpatory Provisions.
  provided
   75




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Sections 10.01 8.02)
 Article IV
 Section 9.04. Reliance by Administrative Agent.
 Section 9.05. Delegation of Duties.
 Section 9.06. Resignation of Administrative Agent.
 76




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##### 



provided Section 10.04
  Section 9.07. Non-Reliance on Administrative Agent and Other Lenders.
 77




---



##### 



Section 9.08. Administrative Agent May File Proofs of Claim.
 Sections 2.04(i) (j) 2.09 10.04
  Sections 2.09 10.04
  Section 9.09. Collateral and Guaranty Matters.
  78




---



##### 



Section 10.01
 Section
7.01(i)
 Section 10.01
 Section 9.09
 ARTICLE X.
 MISCELLANEOUS
 Section 10.01. Amendments, Etc. provided however
 Section 4.01(a)
 Section 8.02
  Section 10.01 provided however
 79




---



##### 



Section 2.13 Section 8.03
  Section 9.09(c)
 Section 9.09(a)
  Section 10.02. Notices; Effectiveness; Electronic Communication.
 Notices Generally
 Schedule 10.02
   80




---



##### 



Electronic Communications provided Article II provided
 provided
 Agent Parties provided however
 Change of Address, Etc
 81




---



##### 



Reliance by Administrative Agent, L/C Issuer and Lenders
 Section 10.03. No Waiver; Cumulative Remedies.
 Section 10.04. Expenses; Indemnity; Damage Waiver.
 Costs and Expenses
 INDEMNIFICATION BY THE BORROWER INDEMNITEE
 82




---



##### 



WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE
COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE PROVIDED
 Reimbursement by Lenders provided
 83




---



##### 



Section 2.13(d)
 Waiver of Consequential Damages, Etc
 Payments
 Survival
 Section 10.05. Payments Set Aside.
 Section 10.06. Successors and Assigns.
 Successors and Assigns Generally
 84




---



##### 



Section 7.04
 Assignments by Lenders provided
     85




---



##### 



Sections 3.01 3.04 3.05 10.04
 Register Register
 Participations Participant provided
 provided Section 10.01
 86




---



##### 



Sections
3.01 3.04 3.05 Section 10.08 provided Section 2.13
 Limitations upon Participant Rights Section 3.01 3.04 Section 3.01 Section 3.01(e)
 Certain Pledges provided
 Electronic Execution of Assignments
 Resignation as L/C Issuer after Assignment provided however Section 2.04(c)
 87




---



##### 



Section 10.07. Treatment of Certain Information; Confidentiality.
 Information provided
 Section 10.08. Set-off.
 88




---



##### 



provided
 Section 10.09. Interest Rate Limitation.
 Section 10.10. Counterparts; Integration; Effectiveness. Section 4.01
 Section 10.11. Survival of Representations and Warranties.
 Section 10.12. Severability.
 89




---



##### 



Section 10.13. Replacement of Lenders. Section
3.04 Section 3.01 Section 10.06 provided
 Section 10.06(b)
 Section 3.05
 Section 3.04 Section 3.01
   Section 10.14. Exceptions to Covenants.
 Section 10.15. Governing Law; Jurisdiction; Etc.
 ; PROVIDED
 90




---



##### 



Section 10.16. Waiver of Right to Trial by Jury.
 91




---



##### 



Section 10.17. USA PATRIOT Act Notice. Act
 Section 10.18. Time of the Essence
 Section 10.19. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE
FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
  
 92




---



##### 



IN WITNESS WHEREOF ,
 POWERSECURE INTERNATIONAL, INC.By:
    /s/ Sidney HintonSidney HintonPresident and Chief Executive Officer




---



##### 



CITIBANK, N.A., as Administrative AgentBy:
    /s/ Gary D. PitcockGary D. PitcockVice PresidentCITIBANK, N.A.,as a LenderBy:
    /s/ Gary D. PitcockGary D. PitcockVice President




---



##### 



SCHEDULE 2.01
 REVOLVING COMMITMENTS
 AND REVOLVING PRO RATA SHARES
 Revolving
    
    RevolvingLender
    
    Commitment
    
    Pro Rata ShareCitibank, N.A.
    
    $
    25,000,000
    
    
    
    100.000000000
    %Total
    
    $
    25,000,000
    
    
    
    100.000000000
    %




---



##### 



SCHEDULE 2.02
 TERM COMMITMENTS
 AND TERM PRO RATA SHARES
 Term
    
    Term Pro RataLender
    
    Commitment
    
    ShareCitibank, N.A.
    
    $
    5,000,000
    *
    
    
    100.000000000
    %
 
 *
    
    The Term Commitment is only available to fund Acquisitions and results in a dollar-for-dollar
reduction in the Revolving Commitment if and when utilized.




---



##### 



SCHEDULE 1.01
 INACTIVE SUBSIDIARIES




---



##### 



SCHEDULE 5.05
 SUPPLEMENT TO INTERIM FINANCIAL STATEMENTS




---



##### 



SCHEDULE 5.08
 FEE PROPERTY




---



##### 



SCHEDULE 5.09
 ENVIRONMENTAL MATTERS




---



##### 



SCHEDULE 5.13
 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS
 Part (a): Subsidiaries
   
   Note
 Part (b): Other Equity Investments




---



##### 



SCHEDULE 5.22
 LABOR AGREEMENTS




---



##### 



SCHEDULE 5.23
 LABOR MATTERS




---



##### 



SCHEDULE 7.01
 EXISTING LIENS




---



##### 



SCHEDULE 7.02
 EXISTING INVESTMENTS




---



##### 



SCHEDULE 7.03
 EXISTING INDEBTEDNESS




---



##### 



SCHEDULE 10.02
 ADMINISTRATIVE AGENTS OFFICE,
 CERTAIN ADDRESSES FOR NOTICES
 POWERSECURE INTERNATIONAL, INC.
 
 Attention:
    
    Linda KochTelephone:
    
    (919) 556-3056 ext. 246Facsimile:
    
    (919) 453-1768E-mail:
    
    lkoch@powersecure.com and gzuiderveen@powersecure.com
  ADMINISTRATIVE AGENT:
 Administrative Agents Office  (for payments and Requests for Credit Extensions):
 CITIBANK, N.A.
 
 Attention:
    
    Gary D. PitcockTelephone:
    
    (972) 419-3352E-mail:
    
    gary.d.pitcock@citigroup.com
 Other Notices as Administrative Agent:
 CITIBANK, N.A.
 
 Attention:
    
    Gary D. PitcockTelephone:
    
    (972) 419-3352E-mail:
    
    gary.d.pitcock@citigroup.com




---



##### 



L/C ISSUER:
CITIBANK, N.A.
 
 Attention:
    
    Gary D. PitcockTelephone:
    
    (972) 419-3352E-mail:
    
    gary.d.pitcock@citigroup.com




---



##### 



EXHIBIT A
 FORM OF REVOLVING LOAN NOTICE
 
   Agreement Borrower
  o o
 1.
    
    On  (a Business Day).2.
    
    In the amount of $.3.
    
    Comprised of .
  4.
    
    For Eurodollar Rate Loans: with an Interest Period of [ month(s)].
 Section 2.01
 POWERSECURE INTERNATIONAL, INC.By:Name:Title:
 Exhibit A - Page 1




---



##### 



EXHIBIT B
 FORM OF TERM LOAN NOTICE
 
   Agreement Borrower
  o o
 1.
    
    On  (a Business Day).2.
    
    In the amount of $  .3.
    
    Comprised of .
  4.
    
    For Eurodollar Rate Loans: with an Interest Period of [ month(s)].5.
    
    The proceeds of Term Loan requested will only be used to fund a Permitted Acquisition.
 POWERSECURE INTERNATIONAL, INC.By:Name:Title:
 Exhibit B - Page 1




---



##### 



EXHIBIT C
 FORM OF REVOLVING LOAN NOTE
 $
 Borrower    Lender    Agreement
    Exhibit C - Page 1




---



##### 



POWERSECURE INTERNATIONAL, INC.By:Name:Title:
 Exhibit C - Page 2




---



##### 



REVOLVING LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount ofPrincipal or
    
    OutstandingEnd of
    
    Interest
    
    PrincipalType of
    
    Amount of
    
    Interest
    
    Paid This
    
    Balance
    
    NotationDate
    
    Loan Made
    
    Loan Made
    
    Period
    
    Date
    
    This Date
    
    Made By
 Exhibit C - Page 3




---



##### 



EXHIBIT D
 FORM OF TERM LOAN NOTE
 $
 Borrower   Lender    Agreement
    Exhibit D - Page 1




---



##### 



POWERSECURE INTERNATIONAL, INC.By:Name:Title:
 Exhibit D - Page 2




---



##### 



REVOLVING LOANS AND PAYMENTS WITH RESPECT THERETO
 Amount ofPrincipal or
    
    OutstandingEnd of
    
    Interest
    
    PrincipalType of
    
    Amount of
    
    Interest
    
    Paid This
    
    Balance
    
    NotationDate
    
    Loan Made
    
    Loan Made
    
    Period
    
    Date
    
    This Date
    
    Made By
 Exhibit D - Page 3




---



##### 



EXHIBIT E
 FORM OF COMPLIANCE CERTIFICATE
 
   Agreement Borrower
 
 [Use following for Fiscal Year-end financial statements]
 Schedule 1 Section 6.01(a)
 [Use following for Fiscal Quarter-end financial statements]
 Schedule 1 Section 6.01(b)
  add, if applicable: add, if applicable:
 Exhibit E - Page 1




---



##### 



Schedule 2
 Exhibit E - Page 2




---



##### 



IN WITNESS WHEREOF,
 POWERSECURE INTERNATIONAL, INC.By:Name:Title:
 Exhibit E - Page 3




---



##### 



Financial Statement Date
 SCHEDULE 2
 I.
    
    Section 7.12(a) Fixed Charge Coverage Ratio.
 A. Consolidated EBITDA:1. Consolidated Net Income for Subject Period:
    
    $2. To the extent involved in calculating such
Net Increase and without duplication,
Consolidated Interest Charges:
    
    $3. To the extent included in calculating such
Consolidated Net Income and without
duplication, amount of taxes, based on or
measured by income, deducted in
determining such Consolidated Net Income
for Subject Period:
    
    $4. To the extent included in calculating such
Consolidated Net Income and without
duplication, depreciation and amortization
expense deducted in determining such
Consolidated Net Income for Subject
Period:
    
    $5. To the extent included in calculating such
Consolidated Net Income and without
duplication, all non-cash charges or
losses which do not represent a cash
charge or loss for Subject Period or in a
future period:
    
    $6. To the extent included in calculating such
Consolidated Net Income and without
duplication, non-recurring charges
consisting of Founders Severance Payments
and relocations expenses of not to exceed
$14,200,000 in aggregate amount:
    
    $7. To the extent included in calculating such
Consolidated Net Income, Federal, state,
local and foreign income tax credits of
the Borrower and its Subsidiaries for
Subject Period:
    
    $8. To the extent included in calculating such
Consolidated Net Income, Consolidated
Interest Income for Subject Period:
    
    $9. To the extent included in calculating such
Consolidated Net Income, all non-cash
items increasing Consolidated Net Income
for Subject Period:
    
    $10. Consolidated EBITDA (Lines I.A.1. + 2. +
3. + 4. + 5. + 6. - 7. - 8. - 9.):
    
    $B. Consolidated Lease Expense for Subject Period:
    
    $
 Exhibit E - Page 1




---



##### 



C. Cash Taxes for Subject Period:
    
    $D. Consolidated Interest Charges for Subject Period:
    
    $E. Scheduled payments of principal of Consolidated Funded Indebtedness for
Subject Period:
    
    $F. Consolidated Lease Expense for Subject Period:
    
    $G. Restricted Payments for Subject Period:
    
    $H. Fixed Charge Coverage Ratio ((Line I.A.10. + I.B.  I.C.)  ̧ (Lines I.D.
    
    to 1.00+ I.E. + I.F. + I.G.)):Minimum permitted  See Section 7.12(a) of the Agreement
    
    
    1.75 to 1.00
 II. Section 7.12(b)  Leverage Ratio.
 A. Consolidated Funded Indebtedness at Statement Date:1. all obligations for borrowed money and all
obligations evidenced by bonds,
debentures, notes, loan agreements or
other similar instruments:
    
    $2. all direct or contingent obligations
arising under letters of credit (including
standby and commercial), bankers
acceptances, bank guaranties, surety bonds
and similar instruments:
    
    $3. all obligations to pay the deferred
purchase price of property or services
(other than trade accounts payable in the
ordinary course of business):
    
    $4. indebtedness (excluding prepaid interest
thereon) secured by a Lien on property
owned or being purchased (including
indebtedness arising under conditional
sales or other title retention
agreements), whether or not such
indebtedness shall have been assumed or is
limited in recourse:
    
    $5. Attributable Indebtedness in respect of
Capital Leases and Synthetic Lease
Obligations:
    
    $6. Guarantees of Indebtedness of types
specified in Lines II.A.1., II.A.2.,
II.A.3., II.A.4. and II.A.5. above:
    
    $7. Consolidated Funded Indebtedness
(Lines II.A.1. + 2. + 3. + 4. + 5. + 6.):
    
    $B. Consolidated EBITDA for Subject Period:1. Consolidated EBITDA for Subject Period
(See Line I.A.10.):
    
    $C. Leverage Ratio (Line II.A.7.  ̧ Line II.B.1.):
    
    to 1.00Minimum required  See Section 7.12(b) of the Agreement
    
    
    2.75 to 1.00
 Exhibit E - Page 2




---



##### 



III. Section 7.12(c)  Asset Coverage Ratio.
 A. 80% of Book Value of Accounts on the determination date:
    
    $B. 60% of Book Value of Inventory on the determination date:
    
    $C. 50% of Book Value of Net Fixed Assets on the determination date:
    
    $D. Consolidated Funded Indebtedness (See Line II.A.7.):
    
    $E. Outstanding Term Loans on the determination date:
    
    $F. Minimum Asset Coverage Ratio (Lines III.A. + III.B. + III.C.)  ̧ (Lines
    
    to 1.00III.D.  III.E.):Minimum required  See Section 7.12(c) of the Agreement
    
    
    1.25 to 1.00
  Exhibit E - Page 3




---



##### 



EXHIBIT F
 FORM OF ASSIGNMENT AND ASSUMPTION
 ASSIGNMENT AND ASSUMPTION
 Assignment and Assumption Assignor Assignee Credit Agreement
  Section 10.06
 1. Assignor:
 2. Assignee:
    
    [and is an Affiliate/Approved Fund of [identify Lender]1]
  
 1
    
    Select as applicable. Exhibit F - Page 1




---



##### 



4. Administrative Agent:
    
    Citibank, N.A., as the administrative agent under the Credit Agreement5. Credit Agreement:
    
    The Credit Agreement, dated as of August 23, 2007, among
PowerSecure International, Inc., the Lenders party thereto, and
Citibank, N.A., as Administrative Agent6. Assigned Interest:
 AggregateAmount of
    
    
    Amount of
    
    
    PercentageCommitment
    
    
    Commitment
    
    
    Assigned ofFacility Assigned
    
    for all Lenders*
    
    
    Assigned*
    
    
    Commitment23
    $
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 4
 
 
 2
    
    Set forth, to at least 9 decimals, as a
percentage of the Commitment of all Lenders thereunder.3
    
    Fill in the appropriate terminology for the
types of facilities under the Credit Agreement that are being assigned under
this Assignment (e.g. Revolving Commitment, Term Commitment, etc.).4
    
    To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date. Exhibit F - Page 2




---



##### 



ASSIGNOR
[NAME OF ASSIGNOR]By:Title: ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 5
  By:Title:[Consented to:]6By:Title:
 
 5
    
    To be added only if the consent of the
Administrative Agent is required by the terms of the Credit Agreement.6
    
    To be added only if the consent of the
Borrower and/or other parties (e.g. L/C Issuer) is required by the terms of the
Credit Agreement. Exhibit F - Page 3




---



##### 



Representations and Warranties
 Assignor
 Assignee Section 6.01
 Payments
 Exhibit F - Page 4




---



##### 



General Provisions
 Exhibit F - Page 5




---



##### 



Exhibit G
 Guaranty
 Guaranty Section 23 Additional Guarantors, Additional Guarantor, Guarantors, Guarantor
 BACKGROUND .
 Borrower Credit
Agreement
   Guaranteed Parties.
 AGREEMENT .
  Guaranty




---



##### 



Guarantied Swap Contract clauses (a) (b) (c) (d) (e) Guarantied Obligations Fraudulent Transfer Laws Section 1 Section 10 Section 1
 2




---



##### 



Guaranty Absolute
         3




---



##### 



Waiver
 clauses (a) (h) Section 2
    4




---



##### 



Representations and Warranties
 Article V
  Amendments, Etc
 5




---



##### 



Addresses for Notices Section 10.02 provided
 No Waiver; Remedies
   Right of Set-off provided however provided further Section 8
 Continuing Guaranty; Transfer of Notes Release Date clause
(b)
 6




---



##### 



Section
10.06 Section 7.04
 Reimbursement pro rata Section 10 Section 10
 Application of Payments. Section 8 Section 8.03
 Reinstatement; Termination Section 12
 7




---



##### 



Governing Law; Waiver of Jury Trial; Submission to Jurisdiction and Service of
Process.
 ; PROVIDED
  PARAGRAPH
(b) SECTION
 Waiver of Right to Trial by Jury.
 8




---



##### 



Section Titles
 Definitions
 Execution in Counterparts
 Miscellaneous.
 Subrogation and Subordination
 Subrogation
 9




---



##### 



Section 18
 Subordination Loan Party Debt
 clause (ii)
 clause (i) provided clause (ii)
  Insolvency Proceeding
 10




---



##### 



Guarantor Insolvency
 Rate Provision provided
 Severability
 11




---



##### 



No Setoff or Deductions; Taxes Section 23
 Additional Guarantors Exhibit A Guaranty Supplement
 ENTIRE AGREEMENT
  The Remainder of This Page is Intentionally Left Blank.
 12




---



##### 



POWERSECURE, INC.
POWERSERVICES, INC.
ENERGYLITE, INC.
UTILITYENGINEERING, INC.
UTILITYDESIGN, INC.
MARCUM GAS TRANSMISSION, INC.
REIDS TRAILER, INC.By:Sidney HintonChief Executive Officer for allSOUTHERN FLOW COMPANIES, INC.
METRETEK, INCORPORATEDBy:Gary J. ZuiderveenChief Financial Officer for each




---



##### 



Guaranty Supplement No. ___
 Guaranty Supplement   Guaranty Section 24 Guarantor Guarantors
 BACKGROUND
 Paragraph
24
 AGREEMENT
    PROVIDED




---



##### 



The Remainder of This Page Is Intentionally Left Blank
 2




---



##### 



ADDRESS:
    
    [ADDITIONAL GUARANTOR]By:Print Name:Attention:
    
    
    
    Print Title:
  
 By:Print Name:Print Title:




---



##### 



Exhibit H
 SECURITY AGREEMENT
 Agreement Grantor Secured Party
 BACKGROUND .
 [Grantor][Metretek
Technologies, Inc., a Delaware corporation ( Borrower )] Credit Agreement
   AGREEMENT .
  ARTICLE I
 DEFINITIONS
 Definitions.
 Accession
 Account
 1




---



##### 



Account Grantor
 Acquisition Rights
 Chattel Paper
 Collateral Schedule 12
 Collateral Records
 Commercial Tort Claim
 Commodity Account
 Commodity Contract
 2




---



##### 



Commodity Intermediary
 Copyright License
 Copyrights
 Deposit Account
 Document
 Electronic Chattel Paper
 Entitlement Holder Section 8-501(b)(2) (3)
 Equipment
 3




---



##### 



Equity Interests
 Financial Asset
 Fixtures
 General Intangible
 Goods
 Instrument
 4




---



##### 



Insurance
 Intellectual Property
 Inventory
 Investment Property
 Letter of Credit
 Letter-of-Credit Right
 License
 Money
 Patent License
 5




---



##### 



Patents
 Payment Intangible
 Permit
 Pledged Debt
 Pledged Equity Interests provided however
 Pledged LLC Interests provided however
 Pledged Partnership Interests
 6




---



##### 



provided however
 Pledged Stock provided however provided further
 Pledged Trust Interests
 Proceeds
 Record
 Release Date
 Secured Creditor Secured Creditors
 7




---



##### 



Securities Account
 Securities Intermediary
 Security
 Security Entitlements
 Software
 Supporting Obligations
 Swap Contracts
 Tangible Chattel Paper
 8




---



##### 



Trade Secrets
 Trademark License
 Trademarks
 UCC
 Other Definitional Provisions provided
 Construction. vice versa
 9




---



##### 



ARTICLE II
 GRANT OF SECURITY INTEREST
 Assignment and Grant of Security Interest provided
 Grantor Remains Liable
 Delivery of Security and Instrument Collateral provided
 Agreement With Respect to Collateral.
 10




---



##### 



Future Advances
 Limited Exclusions Section 2.1(a) provided, however Section 2.1(a)
 Section 2.1(a)
 ARTICLE III
 REPRESENTATIONS AND WARRANTIES
 Representations and Warranties.
 Schedule 1 Section
(g)
 11




---



##### 



subject however
     12




---



##### 



Schedule 1 Schedule 1 Section (a) Schedule
1 Section (b) Schedule 1 Section (c) Schedule 1 Section (c) Schedules
1 2 Section Schedule 1 Section
(d) Schedule
1 Section (e) Schedule 1 Section (f)
 Schedule
2 Section (a) Schedule 2 Section (b) Schedule 2 Section (c) Schedule 2 Section (d) Schedule 2 Section (e) Schedule 2 Sections 2(a) (b) (c) (d) Schedule 2 Section
(f)
 13




---



##### 



Schedule 3 Schedule 3
 Schedule 4
 Schedule 5(a)
 Schedule 5(b)
 Schedule 5(c)
 Schedule 5(d)
 Schedule 5(e)
 14




---



##### 



Schedule 5(f)
 Schedule 6
 Schedule 7
 Schedule 8
 Schedule 9
 Schedule 10
 Schedule 11
 Schedule 12
  15




---



##### 



ARTICLE IV
 COVENANTS
 Further Assurances
     16




---



##### 



Place of Perfection; Records; Collection of Accounts, Chattel Paper and Instruments
 Schedule 1 Section (a) Schedule 1 Section (b) Schedule 1 Scheduled 1 Section (f) Schedule 2 Section (a) Schedule 2 Section (b Section 5.6
 Section 4.2(b) provided however provided
 17




---



##### 



Chattel Paper and Instruments.
 THIS *[INSTRUMENT]*[OTHER RECORD]* IS SUBJECT TO THE SECURITY INTEREST AND LIEN PURSUANT TO
THE SECURITY AGREEMENT DATED ______ ___, 20___ (AS THE SAME MAY BE AMENDED OR RESTATED) MADE
BY *[DEBTOR]*, IN FAVOR OF CITIBANK, N.A., AS SECURED PARTY.
   Deposit Accounts, Securities Accounts, Commodity Accounts and Letter-of-Credit Rights. Schedule 6 Schedule 7 Schedule 8 Section 4.17
 18




---



##### 



Schedule 9 Section
4.17 Schedule 7 Section 4.4 Schedule 8 Section 4.4
 Transferable Record
 Vehicles.
 Rolling Stock, Aircraft
 Real Property and Leases
 Patents, Trademarks, and Copyrights
  19




---



##### 



20




---



##### 



21




---



##### 



in lieu
  provided
  Rights to Dividends and Distributions.
 22




---



##### 



provided
 Right of Secured Party to Notify Issuers.
 Insurance.
 23




---



##### 



provided
 Transfers and Other Liens.
 Secured Party Appointed Attorney-in-Fact. provided,
 Section 4.12
    DEBTOR HEREBY IRREVOCABLY GRANTS TO SECURED PARTY DEBTORS PROXY (EXERCISABLE IF AN EVENT OF
DEFAULT EXISTS) TO VOTE ANY SECURITIES INCLUDED IN COLLATERAL (INCLUDING ANY PLEDGED EQUITY
INTEREST) AND APPOINTS SECURED PARTY DEBTORS ATTORNEY-IN-FACT (EXERCISABLE IF AN EVENT OF DEFAULT
EXISTS) TO PERFORM ALL
 24




---



##### 



OBLIGATIONS OF DEBTOR UNDER THIS AGREEMENT AND TO EXERCISE ALL OF SECURED PARTYS AND EACH
OTHER SECURED CREDITORS RIGHTS HEREUNDER. THE PROXY AND EACH POWER OF ATTORNEY HEREIN GRANTED,
AND EACH STOCK POWER AND SIMILAR POWER NOW OR HEREAFTER GRANTED (INCLUDING ANY EVIDENCED BY A
SEPARATE WRITING), ARE COUPLED WITH AN INTEREST AND ARE IRREVOCABLE PRIOR TO THE RELEASE DATE.
 Section 4.14 provided
 Dilution of Ownership
 Waiver Section 4.16
 Restrictions on Securities.
 25




---



##### 



Changes to Representations, Schedules provided
 ARTICLE V
 RIGHTS AND POWERS OF SECURED PARTY.
 Secured Party May Perform Section
5.6 provided
 Secured Partys Duties. Section 5.2
 Events of Default. Event of Default
  26




---



##### 



Article IV Article V
 Section 5.3(a) b
  Remedies
    Securities Act
 27




---



##### 



Section 5.4(d)
  provided provided provided
 provided
 28




---



##### 



provided provided
 Appointment of Receiver or Trustee
 Further Approvals Required
 provided
 Section 5.5 Section 5.5
 29




---



##### 



INDEMNITY AND EXPENSES.
 DEBTOR WILL UPON DEMAND PAY TO SECURED PARTY AND EACH SECURED CREDITOR THE AMOUNT OF ANY
AND ALL EXPENSES, INCLUDING THE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY EXPERTS AND AGENTS,
WHICH SECURED PARTY OR SUCH SECURED CREDITOR MAY INCUR IN CONNECTION WITH (I) THE CUSTODY,
PRESERVATION, USE OR OPERATION OF, OR THE SALE OF, COLLECTION FROM, OR OTHER REALIZATION UPON, ANY
OF THE COLLATERAL, (II) THE EXERCISE OR ENFORCEMENT OF ANY OF THE RIGHTS OF SECURED PARTY OR ANY
SECURED CREDITOR HEREUNDER, OR (III) THE FAILURE BY DEBTOR TO PERFORM OR OBSERVE ANY OF THE
PROVISIONS HEREOF.
 DEBTOR WILL UPON DEMAND PAY TO SECURED PARTY AND EACH SECURED CREDITOR THE AMOUNT OF ANY
AND ALL REASONABLE EXPENSES, INCLUDING THE REASONABLE FEES AND EXPENSES OF ITS COUNSEL AND OF ANY
EXPERTS AND AGENTS, WHICH SECURED PARTY OR SUCH SECURED CREDITOR MAY INCUR IN CONNECTION WITH THE
ADMINISTRATION OF THIS AGREEMENT.
 DEBTOR SHALL INDEMNIFY SECURED PARTY AND SECURED CREDITORS, AND EACH RELATED PARTY OF ANY
OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN  INDEMNITEE ) AGAINST, AND HOLD EACH
INDEMNITEE HARMLESS FROM, AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES AND RELATED EXPENSES
(INCLUDING THE REASONABLE FEES, CHARGES AND DISBURSEMENTS OF ANY COUNSEL FOR ANY INDEMNITEE),
INCURRED BY ANY INDEMNITEE OR ASSERTED AGAINST ANY INDEMNITEE BY ANY THIRD PARTY OR BY DEBTOR OR
ANY OTHER LOAN PARTY ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT OF THE EXECUTION OR
DELIVERY OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED
HEREBY OR THEREBY, THE PERFORMANCE BY THE PARTIES HERETO OF THEIR RESPECTIVE OBLIGATIONS HEREUNDER
OR THEREUNDER, THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR, IN THE CASE
OF SECURED PARTY (AND ANY SUB-AGENT THEREOF) AND ITS RELATED PARTIES ONLY, THE ADMINISTRATION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.
 ARTICLE VI
 MISCELLANEOUS
 Waiver of Subrogation.
 30




---



##### 



Section 6.1
 Cumulative Rights
 Amendments; Waivers
 Continuing Security Interest
 31




---



##### 



GOVERNING LAW; WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND SERVICE OF PROCESS
 ; PROVIDED
  SECTION 6.5(b)
 Waiver of Right to Trial by Jury.
 32




---



##### 



Secured Partys Right to Use Agents.
 No Interference, Compensation or Expense
 Waivers of Rights Inhibiting Enforcement. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTICE OR
JUDICIAL HEARING IN CONNECTION WITH SECURED PARTYS DISPOSITION OF ANY OF THE COLLATERAL INCLUDING
ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR REMEDIES AND ANY SUCH RIGHT THAT
EACH GRANTOR WOULD OTHERWISE HAVE UNDER ANY LAW AND ALL OTHER REQUIREMENTS AS TO THE TIME, PLACE
AND TERMS OF SALE OR OTHER REQUIREMENTS WITH RESPECT TO THE ENFORCEMENT OF SECURED PARTYS OR
SECURED CREDITORS RIGHTS HEREUNDER
 Waiver.
 33




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##### 



Section 6.10
 Obligations Not Affected
      Notices and Deliveries Section 10.02 provided Schedule 2 Section(a)
 Severability
 Successors and Assigns provided
 34




---



##### 



Counterparts
 [Maximum Liability. Anything in this Agreement to the contrary notwithstanding, the
obligations of Grantor hereunder shall be limited to a maximum aggregate amount equal to the
largest amount that would not render its obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code or any applicable
provisions of comparable Law (collectively, the  Fraudulent Transfer Laws ), in each case after
giving effect to all other liabilities of Grantor, contingent or otherwise, that are relevant under
the Fraudulent Transfer Laws (specifically excluding, however, any liabilities of Grantor in
respect of intercompany indebtedness to other Loan Parties or Affiliates of other Loan Parties to
the extent that such indebtedness would be discharged in an amount equal to the amount paid or
property conveyed by Grantor under the Loan Documents) and after giving effect as assets, subject
to Section 6.2 , to the value (as determined under the applicable provisions of the
Fraudulent Transfer Laws) of any rights to subrogation or contribution of Grantor pursuant to (a)
Applicable Law or (b) any agreement providing for an equitable allocation among Grantor and other
Loan Parties of obligations arising under the Loan Documents, Swap Contracts and Cash Management
Documents.]
 ENTIRE AGREEMENT . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE
PARTIES.
  The Remainder of This Page Is Intentionally Left Blank.
 35




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##### 



DEBTOR:By:Print Name:Print Title:




---



##### 



SECURED PARTY:CITIBANK, N.A., as Secured PartyBy:Print Name:Print Title:




---



##### 



STATE OF __________________
    
    §COUNTY OF
    
    §
   Notary Public:Printed Name:My commission expires:
 STATE OF __________________
    
    §COUNTY OF
    
    §
   Notary Public:Printed Name:My commission expires:




---



##### 



SCHEDULE 1
ORGANIZATION AND NAMES
 (a)
    
    Jurisdiction of organization:(b)
    
    Entity type:(c)
    
    Changes in jurisdiction of organization, name or entity type:(d)
    
    Trade names:(e)
    
    Federal Taxpayer Identification Number:(f)
    
    Corporate or other organizational number:(g)
    
    UCC Filing Office:




---



##### 



SCHEDULE 2
 Addresses
  Street Address and Zip or
    
    Mailing Address and ZipPostal Code
    
    or Postal Code
    
    County/ Independent City
    
    State
    
    Country
  Street Address and Zip or
    
    Mailing Address and ZipPostal Code
    
    or Postal Code
    
    County/ Independent City
    
    State
    
    Country
  Street Address and Zip or
    
    Mailing Address and ZipPostal Code
    
    or Postal Code
    
    County/Independent City
    
    State
    
    Country
  Street Address and Zip or
    
    Mailing Address and Zip
    
    County/IndependentPostal Code
    
    or Postal Code
    
    City
    
    State
    
    Country




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##### 



Street Address and
    
    Mailing Address and
    
    County/ IndependentZip or Postal Code
    
    Zip or Postal Code
    
    City
    
    State
    
    Country
  CollateralName
    
    Address
    
    possessed
    
    Country




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##### 



SCHEDULE 3
 Equity Interests
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---



##### 



SCHEDULE 4
 Indebtedness Evidenced By Instruments
  the remainder of this page is intentionally left blank.




---



##### 



SCHEDULE 5(a)
 Trademarks Registration
 Nature ofGrantors Interest
    
    
    
    
    
    
    
    Goods orRegistered
    
    (e.g. owner,
    
    Registered
    
    Registration
    
    Intl Class
    
    Services
    
    Date
    
    Country ofOwner
    
    licensee)
    
    Trademark
    
    No.
    
    Covered
    
    Covered
    
    Registered
    
    RegistrationTo be Provided By Grantor
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##### 



SCHEDULE 5(b)
 Trademark Applications
 Nature of
    
    TrademarkGrantors
    
    ApplicationInterest
    
    relates to
    
    
    
    
    
    Goods or
    
    Date
    
    CountryRegistered
    
    (e.g. owner,
    
    following
    
    Serial
    
    Intl Class
    
    Services
    
    of
    
    ofOwner
    
    licensee)
    
    Trademark
    
    No.
    
    Covered
    
    Covered
    
    Application
    
    ApplicationTo be Provided By Grantor
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##### 



SCHEDULE 5(c)
 Registered Patents
 Nature of GrantorsInterestRegistered Owner
    
    (e.g. owner, licensee)
    
    Registered Patent No.
    
    Issue Date
    
    Country of IssueTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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##### 



SCHEDULE 5(d)
 Patent Applications
 Nature of GrantorsInterestRegistered Owner
    
    (e.g. owner, licensee)
    
    Serial No.
    
    Filing Date
    
    Country of IssueTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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##### 



SCHEDULE 5(e)
 Copyright Registrations
 Nature of GrantorsInterestRegistered Owner
    
    (e.g. owner, licensee)
    
    Serial No.
    
    Copyright
    
    Issue Date
    
    Country of IssueTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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##### 



SCHEDULE 5(f)
 Copyright Applications
 Nature of GrantorsInterest
    
    
    
    
    
    
    
    Country ofRegistered Owner
    
    (e.g. owner, licensee)
    
    Registration No.
    
    Copyright
    
    Application Date
    
    ApplicationTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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##### 



SCHEDULE 6
 Deposit Accounts
 Branch Name,Bank
    
    Street Address
    
    ABA No.
    
    Account No.
    
    Account Name
    
    Account TypeTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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##### 



SCHEDULE 7
 Securities Accounts
 Securities
    
    
    
    
    
    
    
    Securities ContractIntermediary
    
    Street Address
    
    Account Name
    
    Account Number
    
    DescriptionTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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##### 



SCHEDULE 8
 Commodity Accounts
 Commodity
    
    
    
    
    
    
    
    Commodity ContractIntermediary
    
    Street Address
    
    Account Name
    
    Account Number
    
    DescriptionTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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##### 



SCHEDULE 9
 Letters of Credit
 Schedule 12
    
    Letters of CreditBranch Name,Bank Issuer
    
    Street Address
    
    Letter of Credit No.
    
    Issue Date
    
    Expiry
    
    Face AmountTo be Provided By Grantor
  The Remainder of This Page Is Intentionally Left Blank.




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SCHEDULE 10
 Required Consents
  the remainder of this page is intentionally left blank.




---



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SCHEDULE 11
 Insurance
  the remainder of this page is intentionally left blank.




---



##### 



SCHEDULE 12
 Commercial Tort Claims
 Case Name or Style
    
    Case Number
    
    Court in Which PendingTo be Provided By Grantor
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---



##### 



TABLE OF CONTENTS
 PageARTICLE I DEFINITIONS
    
    
    11.1 Definitions
    
    
    11.2 Additional Definitions
    
    
    8ARTICLE II GRANT
    
    
    92.1 Grant
    
    
    9ARTICLE III WARRANTIES AND REPRESENTATIONS
    
    
    93.1 Information
    
    
    93.2 Title and Lien
    
    
    93.3 Business Purposes
    
    
    103.4 Taxes
    
    
    103.5 Mailing Address
    
    
    103.6 Relationship of Grantor and Beneficiary and Secured Creditors
    
    
    103.7 No Reliance on Beneficiary or any Secured Creditor
    
    
    103.8 Environmental and Hazardous Substances
    
    
    103.9 No Litigation
    
    
    12ARTICLE IV AFFIRMATIVE COVENANTS
    
    
    134.1 Compliance with Legal Requirements
    
    
    134.2 First Lien Status
    
    
    134.3 Payment of Impositions
    
    
    134.4 Repair
    
    
    134.5 Insurance
    
    
    134.6 Inspection
    
    
    154.7 Payment for Labor and Materials
    
    
    154.8 Further Assurances and Corrections
    
    
    154.9 Tax on Deed of Trust
    
    
    154.10 Expenses
    
    
    154.11 Delivery of Contracts
    
    
    164.12 Environment and Hazardous Substances
    
    
    16ARTICLE V NEGATIVE COVENANTS
    
    
    185.1 Use Violations
    
    
    185.2 Waste; Alterations
    
    
    185.3 Replacement of Fixtures and Personalty
    
    
    185.4 Change in Zoning
    
    
    185.5 No Drilling
    
    
    195.6 No Disposition
    
    
    195.7 No Subordinate Mortgages
    
    
    195.8 Change of Entity; Address
    
    
    19
 -i-




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##### 



TABLE OF CONTENTS
 PageARTICLE VI EVENTS OF DEFAULT
    
    
    196.1 False Representation
    
    
    196.2 No Further Encumbrances
    
    
    196.3 Disposition of Mortgaged Property and Beneficial Interest in Grantor
    
    
    196.4 Condemnation
    
    
    206.5 Destruction of Improvements
    
    
    206.6 Abandonment
    
    
    206.7 Event of Default in Loan Documents
    
    
    20ARTICLE VII REMEDIES
    
    
    207.1 Beneficiarys Remedies Upon Default
    
    
    207.2 Other Rights of Beneficiary
    
    
    277.3 Possession After Foreclosure
    
    
    287.4 Application of Proceeds
    
    
    287.5 Abandonment of Sale
    
    
    297.6 Payment of Fees
    
    
    297.7 Miscellaneous
    
    
    297.8 Waiver of Deficiency Statute
    
    
    30ARTICLE VIII SPECIAL PROVISIONS
    
    
    318.1 Condemnation Proceeds
    
    
    318.2 Insurance Proceeds
    
    
    328.3 Reserve for Impositions and Insurance Premiums
    
    
    328.4 INDEMNITY
    
    
    328.5 Subrogation
    
    
    348.6 Waiver of Setoff
    
    
    348.7 Setoff
    
    
    35ARTICLE IX ASSIGNMENT OF SPACE LEASES AND RENTS
    
    
    359.1 Assignment
    
    
    359.2 Limited License
    
    
    359.3 Enforcement of Space Leases
    
    
    359.4 No Merger of Estates
    
    
    36ARTICLE X SECURITY AGREEMENT
    
    
    3610.1 Security Interest
    
    
    3610.2 Financing Statements
    
    
    3610.3 Fixture Filing
    
    
    37ARTICLE XI CONCERNING THE TRUSTEE
    
    
    3711.1 No Required Action
    
    
    3711.2 Certain Rights
    
    
    3711.3 Retention of Money
    
    
    38
 -ii-




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##### 



TABLE OF CONTENTS
 Page11.4 Successor Trustees
    
    
    3811.5 Perfection of Appointment
    
    
    3811.6 Succession Instruments
    
    
    3811.7 No Representation by Trustee or Beneficiary
    
    
    39ARTICLE XII MISCELLANEOUS
    
    
    3912.1 Release
    
    
    3912.2 Performance at Grantors Expense
    
    
    3912.3 Survival of Obligations
    
    
    3912.4 Recording and Filing
    
    
    3912.5 Notices
    
    
    4012.6 Covenants Running with the Land
    
    
    4012.7 Successors and Assigns
    
    
    4012.8 No Waiver; Severability
    
    
    4012.9 Counterparts
    
    
    4012.10 Applicable Law
    
    
    4112.11 Interest Provisions
    
    
    4112.12 Subrogation
    
    
    4312.13 Rights Cumulative
    
    
    4312.14 Payments
    
    
    4312.15 Exceptions to Covenants
    
    
    4412.16 Reliance
    
    
    4412.17 Change of Security
    
    
    4412.18 Headings
    
    
    4412.19 Entire Agreement; Amendment
    
    
    4412.20 Waiver of Right to Trial by Jury
    
    
    45
 -iii-




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##### 



When recorded, return to
 
 DEED OF TRUST
 Deed of Trust    Grantor       Trustee
 W I T N E S S E T H
  DEFINITIONS
 Definitions
 Administrative Agent
 Beneficiary
 Charges Section 12.11(b)
 Constituent Party
 Contracts
 DEED OF TRUST - Page 1




---



##### 



Credit Agreement
 Debtor Relief Laws
 Default Rate
 Disposition
 DEED OF TRUST - Page 2




---



##### 



Environmental Law CERCLA et seq RCRA et seq SARA et seq et seq CWA et
seq CAA et seq FWPCA et seq TWC et seq THSC et seq
 Event of Default Article VI
 Fixtures
 Governmental Authority
 DEED OF TRUST - Page 3




---



##### 



Grantor
 Guarantor (individually and/or collectively, as the context may require)
 Guaranty (individually and/or collectively, as the context may require)
 Hazardous Substance
 Highest Lawful Rate Section 12.11
 Impositions
 DEED OF TRUST - Page 4




---



##### 



Improvements
 Indebtedness
 Land Exhibit A
 DEED OF TRUST - Page 5




---



##### 



Law
 Legal Requirements
 License Section 9.2
 Loan Documents
 Loan Party
 Material Adverse Effect
 Minerals
 Mortgaged Property Mortgaged
Property
 DEED OF TRUST - Page 6




---



##### 



Notes:
 Obligations
 Permitted Exceptions Exhibit B
 Person
 Personalty
 Related Indebtedness Section 12.11(b)
 Release
 DEED OF TRUST - Page 7




---



##### 



Remedial Work
 Rents
 Secured Creditor
 Secured Obligations
 Space Leases
 Subordinate Mortgage
 Trustee
 UCC
 Additional Definitions
   DEED OF TRUST - Page 8




---



##### 



Section 1.1
  GRANT
 Grant
  WARRANTIES AND REPRESENTATIONS
  Information
 Title and Lien
 DEED OF TRUST - Page 9




---



##### 



Business Purposes
 Taxes
 Mailing Address
 Relationship of Grantor and Beneficiary and Secured Creditors
 No Reliance on Beneficiary or any Secured Creditor
 Environmental and Hazardous Substances
  DEED OF TRUST - Page 10




---



##### 



subparagraph (a)
      DEED OF TRUST - Page 11




---



##### 



No Litigation
 DEED OF TRUST - Page 12




---



##### 



AFFIRMATIVE COVENANTS
  Compliance with Legal Requirements
 First Lien Status
 Payment of Impositions
 Repair Section 5.2
 Insurance
 DEED OF TRUST - Page 13




---



##### 



TEXAS FINANCE CODE SECTION 307.052 COLLATERAL PROTECTION INSURANCE NOTICE: (A) GRANTOR IS
REQUIRED TO: (i) KEEP THE MORTGAGED PROPERTY INSURED AGAINST DAMAGE IN THE AMOUNT BENEFICIARY AND
THE LOAN DOCUMENTS SPECIFY; (ii) PURCHASE THE INSURANCE FROM AN INSURER THAT IS AUTHORIZED TO DO
BUSINESS IN THE STATE OF TEXAS OR AN ELIGIBLE SURPLUS LINES INSURER; AND (iii) NAME BENEFICIARY AS
THE PERSON TO BE PAID UNDER THE POLICY OR POLICIES IN THE EVENT OF A LOSS; (B) GRANTOR MUST, IF
REQUIRED BY BENEFICIARY OR THE LOAN DOCUMENTS, DELIVER TO BENEFICIARY A COPY OF EACH POLICY AND
PROOF OF THE PAYMENT OF PREMIUMS; AND
 DEED OF TRUST - Page 14




---



##### 



(C) IF GRANTOR FAILS TO MEET ANY REQUIREMENT LISTED IS CLAUSES (A) OR (B) ,
BENEFICIARY MAY OBTAIN COLLATERAL PROTECTION INSURANCE ON BEHALF OF GRANTOR AT GRANTORS EXPENSE.
 Inspection
 Payment for Labor and Materials
 Further Assurances and Corrections
 Tax on Deed of Trust
 Expenses Section 12.11
 DEED OF TRUST - Page 15




---



##### 



Delivery of Contracts
 Environment and Hazardous Substances
   Supplemental Report
  DEED OF TRUST - Page 16




---



##### 



PROTECT, INDEMNIFY AND HOLD HARMLESS TRUSTEE, BENEFICIARY AND EACH SECURED
CREDITOR, THEIR RESPECTIVE PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSS, DAMAGE,
COSTS, EXPENSE, ACTION, CAUSES OF ACTION, OR LIABILITY (INCLUDING ATTORNEYS FEES AND COSTS)
(WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE,
CONTRIBUTORY OR SOLE NEGLIGENCE, AND EXCLUDING ONLY LOSSES RESULTING FROM THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, OF ANY SUCH PERSON) DIRECTLY OR INDIRECTLY ARISING FROM OR
ATTRIBUTABLE TO THE USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED
RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE ON, UNDER, FROM OR ABOUT
THE MORTGAGED PROPERTY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE EXECUTION HEREOF,
INCLUDING WITHOUT LIMITATION (I) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH USE,
GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE,
DISPOSAL OR PRESENCE; AND (II) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL
INVESTIGATION OR MONITORING, ANY REPAIR, CLEANUP OR DETOXIFICATION OF THE MORTGAGED PROPERTY
AND THE PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER REQUIRED PLANS.
THIS COVENANT AND THE INDEMNITY CONTAINED HEREIN SHALL SURVIVE THE RELEASE OF ANY LIENS HELD
BY TRUSTEE, BENEFICIARY AND EACH SECURED CREDITOR ON THE MORTGAGED PROPERTY, OR THE
EXTINGUISHMENT OF SUCH LIENS BY FORECLOSURE OR ACTION IN LIEU THEREOF; AND
  DEED OF TRUST - Page 17




---



##### 



NEGATIVE COVENANTS
  Use Violations
 Waste; Alterations Sections 4.3 and 4.6
 Replacement of Fixtures and Personalty
 Change in Zoning
 DEED OF TRUST - Page 18




---



##### 



No Drilling
 No Disposition
 No Subordinate Mortgages
 Change of Entity; Address
  EVENTS OF DEFAULT
 Event of Default
 False Representation
 No Further Encumbrances
 Disposition of Mortgaged Property and Beneficial Interest in Grantor
 DEED OF TRUST - Page 19




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##### 



Condemnation
 Destruction of Improvements
 Abandonment
 Event of Default in Loan Documents
  REMEDIES
 Beneficiarys Remedies Upon Default
 Right to Perform Grantors Covenants
 Right of Entry
 DEED OF TRUST - Page 20




---



##### 



Article VII
 Right to Accelerate
 DEED OF TRUST - Page 21




---



##### 



Foreclosure-Power of Sale
 Public Sale
 Right to Require Proof of Financial Ability and/or Cash Bid Questioned
Bidder
 DEED OF TRUST - Page 22




---



##### 



Sale Subject to Unmatured Indebtedness
 Partial Foreclosure
 Trustees Deeds
 DEED OF TRUST - Page 23




---



##### 



prima facie
 Beneficiarys Judicial Remedies
 Beneficiarys Right to Appointment of Receiver
 Beneficiarys Uniform Commercial Code Remedies
  DEED OF TRUST - Page 24




---



##### 



DEED OF TRUST - Page 25




---



##### 



Section 7.4
 prima facie
  Rights Relating to Space Leases and Rents Article IX Section 9.2 Section 7.4
 DEED OF TRUST - Page 26




---



##### 



Other Rights Section 4.7 Section 7.4
 Beneficiary as Purchaser Section 7.4
 Other Rights of Beneficiary
 DEED OF TRUST - Page 27




---



##### 



Possession After Foreclosure
 Application of Proceeds Article VII Section 8.1 Section 8.2
 DEED OF TRUST - Page 28




---



##### 



Abandonment of Sale Subsection 7.1(d)
 Payment of Fees
 Miscellaneous
    DEED OF TRUST - Page 29




---



##### 



Article VII
 Waiver of Deficiency Statute
  DEED OF TRUST - Page 30




---



##### 



subsection (a)
  SPECIAL PROVISIONS
 Condemnation Proceeds
 DEED OF TRUST - Page 31




---



##### 



Section 7.4
 Insurance Proceeds Section 7.4
 Reserve for Impositions and Insurance Premiums
 INDEMNITY . GRANTOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS BENEFICIARY,
TRUSTEE AND SECURED CREDITORS, THEIR PARENTS, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES,
REPRESENTATIVES, AGENTS, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGE,
LOSS, COST, OR EXPENSE (INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES AND EXPENSES), ACTION, CAUSE
OF ACTION, PROCEEDING, CLAIM OR DISPUTE INCURRED OR SUFFERED BY BENEFICIARY, TRUSTEE OR A SECURED
CREDITOR, WHETHER VOLUNTARILY OR INVOLUNTARILY INCURRED OR SUFFERED, IN RESPECT OF THE FOLLOWING:
 DEED OF TRUST - Page 32




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##### 



ANY LITIGATION CONCERNING THIS DEED OF TRUST, THE OTHER LOAN DOCUMENTS OR THE
MORTGAGED PROPERTY, OR ANY INTEREST OF GRANTOR, TRUSTEE OR BENEFICIARY THEREIN, OR THE RIGHT
OF OCCUPANCY THEREOF BY GRANTOR OR BENEFICIARY, WHETHER OR NOT ANY SUCH LITIGATION IS
PROSECUTED TO A FINAL, NON-APPEALABLE JUDGMENT;
 ANY DISPUTE, INCLUDING DISPUTES AS TO THE DISBURSEMENT OF PROCEEDS OF THE NOTES NOT
YET DISBURSED OR THE USE OF ANY PROCEEDS OF INDEBTEDNESS, AMONG OR BETWEEN ANY OF THE
CONSTITUENT PARTIES OR OTHER PARTNERS OR VENTURERS OF GRANTOR IF GRANTOR IS A GENERAL OR
LIMITED PARTNERSHIP, OR AMONG OR BETWEEN ANY EMPLOYEES, OFFICERS, DIRECTORS OR SHAREHOLDERS
OF GRANTOR IF GRANTOR IS A CORPORATION, OR AMONG OR BETWEEN ANY MEMBERS, TRUSTEES OR OTHER
RESPONSIBLE PARTIES IF GRANTOR IS AN ASSOCIATION, TRUST OR OTHER ENTITY;
 ANY ACTION TAKEN OR NOT TAKEN BY BENEFICIARY OR TRUSTEE WHICH IS ALLOWED OR
PERMITTED UNDER THIS DEED OF TRUST OR ANY OF THE OTHER LOAN DOCUMENTS RELATING TO GRANTOR,
THE MORTGAGED PROPERTY, ANY CONSTITUENT PARTIES OR OTHERWISE IN CONNECTION WITH THE LOAN
DOCUMENTS, INCLUDING WITHOUT LIMITATION, THE PROTECTION OR ENFORCEMENT OF ANY LIEN, SECURITY
INTEREST, ASSIGNMENT AND/OR ENFORCEMENT OF THE ASSIGNMENT OF LEASES AND RENTS, OR OTHER
RIGHT, REMEDY OR RECOURSE CREATED OR AFFORDED BY THIS DEED OF TRUST OR THE OTHER LOAN
DOCUMENTS;
 THE USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE,
DISCHARGE, DISPOSAL, OR PRESENCE OF A HAZARDOUS SUBSTANCE ON, UNDER OR ABOUT THE MORTGAGED
PROPERTY, WHETHER KNOWN OR UNKNOWN AT THE TIME OF THE EXECUTION HEREOF, INCLUDING WITHOUT
LIMITATION (i) ALL FORESEEABLE CONSEQUENTIAL DAMAGES OF ANY SUCH USE, GENERATION,
MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR
PRESENCE, AND (ii) THE COSTS OF ANY REQUIRED OR NECESSARY ENVIRONMENTAL INVESTIGATION OR
MONITORING, ANY REPAIR, CLEANUP, OR DETOXIFICATION OF THE MORTGAGED PROPERTY, AND THE
PREPARATION AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL, OR OTHER REQUIRED PLANS;
 THE EXERCISE OF THE RIGHTS OR REMEDIES UNDER SECTION 7.1(b) HEREOF, AND
FROM ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST BENEFICIARY OR
ANY SECURED CREDITOR BY REASON OF ANY
 DEED OF TRUST - Page 33




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ALLEGED OBLIGATIONS OR UNDERTAKINGS ON ITS PART TO PERFORM OR DISCHARGE ANY OF THE
TERMS, COVENANTS, OR AGREEMENTS CONTAINED IN ANY SPACE LEASE; AND
 ANY ACTION BROUGHT BY BENEFICIARY, TRUSTEE OR ANY SECURED CREDITOR AGAINST GRANTOR
UNDER THIS DEED OF TRUST OR THE OTHER LOAN DOCUMENTS, WHETHER OR NOT SUCH ACTION IS
PROSECUTED TO A FINAL, NON-APPEALABLE JUDGMENT.
 BENEFICIARY AND/OR TRUSTEE MAY EMPLOY AN ATTORNEY OR ATTORNEYS TO PROTEST OR ENFORCE ITS RIGHTS,
REMEDIES AND RECOURSES UNDER THIS DEED OF TRUST AND THE OTHER LOAN DOCUMENTS, AND TO ADVISE AND
DEFEND BENEFICIARY AND/OR TRUSTEE WITH RESPECT TO ANY SUCH ACTIONS AND OTHER MATTERS. GRANTOR
SHALL REIMBURSE BENEFICIARY AND/OR TRUSTEE FOR THEIR RESPECTIVE ATTORNEYS FEES AND EXPENSES
(INCLUDING EXPENSES AND COSTS FOR EXPERTS) IMMEDIATELY UPON RECEIPT OF A WRITTEN DEMAND THEREFOR,
WHETHER ON A MONTHLY OR OTHER TIME INTERVAL, AND WHETHER OR NOT AN ACTION IS ACTUALLY COMMENCED OR
CONCLUDED. ALL OTHER REIMBURSEMENT AND INDEMNITY OBLIGATIONS HEREUNDER SHALL BECOME DUE AND
PAYABLE WHEN ACTUALLY INCURRED BY BENEFICIARY AND/OR TRUSTEE. ANY PAYMENTS NOT MADE WITHIN FIVE
(5) DAYS AFTER WRITTEN DEMAND THEREFOR SHALL BEAR INTEREST AT THE DEFAULT RATE FROM THE DATE OF
SUCH DEMAND UNTIL FULLY PAID. THE PROVISIONS OF THIS SECTION 8.4 SHALL SURVIVE REPAYMENT
OF THE INDEBTEDNESS AND PERFORMANCE OF THE OBLIGATIONS, THE RELEASE OF THE LIEN OF THIS DEED OF
TRUST, ANY FORECLOSURE (OR ACTION IN LIEU OF FORECLOSURE) AND THE EXERCISE BY BENEFICIARY OF ANY
AND ALL REMEDIES SET FORTH HEREIN OR IN THE LOAN DOCUMENTS.
 Subrogation
 Waiver of Setoff
 DEED OF TRUST - Page 34




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Setoff
  ASSIGNMENT OF SPACE LEASES AND RENTS
 Assignment
 Limited License License Section 9.4
 Enforcement of Space Leases
 DEED OF TRUST - Page 35




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No Merger of Estates
  SECURITY AGREEMENT
 Security Interest Article II Article X Article II Article IX
 Financing Statements
 DEED OF TRUST - Page 36




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Fixture Filing Article I Exhibit A
  CONCERNING THE TRUSTEE
 No Required Action
 Certain Rights
 DEED OF TRUST - Page 37




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Retention of Money
 Successor Trustees
 Perfection of Appointment
 Succession Instruments
 DEED OF TRUST - Page 38




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No Representation by Trustee or Beneficiary
  MISCELLANEOUS
 Release
 Performance at Grantors Expense Section 12.11
 Survival of Obligations
 Recording and Filing
 DEED OF TRUST - Page 39




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Notices
 Covenants Running with the Land
 Successors and Assigns Section 6.8
 No Waiver; Severability
 Counterparts
 DEED OF TRUST - Page 40




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Applicable Law
 Interest Provisions
 Savings Clause ab initio
 DEED OF TRUST - Page 41




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Definitions Highest Lawful Rate Charges Related
Indebtedness
 Ceiling Election
 DEED OF TRUST - Page 42




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Subrogation
 Rights Cumulative
 Payments
 DEED OF TRUST - Page 43




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##### 



Exceptions to Covenants
 Reliance Article III
 Change of Security
 Headings
 Entire Agreement; Amendment
 DEED OF TRUST - Page 44




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##### 



Waiver of Right to Trial by Jury
 The Remainder of This Page Is Intentionally Left Blank.
 DEED OF TRUST - Page 45




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NOTICE OF INDEMNIFICATION:
    
    
    
    GRANTOR:GRANTOR HEREBY ACKNOWLEDGES
AND AGREES THAT THIS DEED OF
TRUST CONTAINS CERTAIN
INDEMNIFICATION PROVISIONS
PURSUANT TOSECTION 8.4HEREOF.
    
    
    
    SOUTHERN FLOW COMPANIES, INC.,
a Delaware corporationBy:Gary J. ZuiderveenChief Financial Officer, Treasurer and
Secretary
 STATE OF
    
    §§COUNTY OF
    
    §
 
 [ S E A L ]Notary Public, State ofMy Commission Expires:Printed Name of Notary Public
 DEED OF TRUST - Signature Page -




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Land Description
 Name of owner of fee title to Land
 EXHIBIT A, Land Description - Solo Page




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Permitted Exceptions
 EXHIBIT  B , Permitted Exceptions - Page 1