exv10w4



 







EXHIBIT 10.4




THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is dated as of
June 12, 2006 (the “Third Amendment Closing Date”) and is entered into by and among PARAMOUNT
PETROLEUM CORPORATION, a Delaware corporation (the “Borrower”), each of the financial institutions
party to the Credit Agreement referenced below (collectively the “Lenders”), and BANK OF AMERICA,
N.A., as Administrative Agent for the Lenders (the “Agent”).



     WHEREAS, the Borrower, the Agent, and the Lenders, among others, have entered into that
certain Amended and Restated Credit Agreement (as amended, restated, or otherwise modified from
time to time, the “Credit Agreement”), dated as of July 26, 2005; and



     WHEREAS, the Borrower has requested that the Agent and the Lenders, among other matters, amend
the Credit Agreement to: (a) add an additional special revolving line of credit in the amount of
$40,000,000 for the period from the Third Amendment Closing Date through August 31, 2006; and (b)
otherwise amend the Credit Agreement in certain other respects. The Agent and the Lenders have
agreed to the foregoing requests but only on the terms and conditions set forth below.



     NOW, THEREFORE, the parties hereto do hereby agree as follows:



ARTICLE I




DEFINITIONS




     Section 1.1 Definitions. Initially capitalized terms used but not otherwise defined
in this Amendment have the meanings given thereto in the Credit Agreement, as amended hereby.



ARTICLE II




AMENDMENTS




     Section 2.1 Amendment to Section 1.1. Section 1.1 of the Credit Agreement is
hereby amended and restated to read in its entirety as follows:




     “1.1 Total Facility. Subject to all of the terms and conditions of
this Agreement, the Lenders agree to make available a credit facility of up to One
Hundred Ninety Million Dollars ($190,000,000) to the Borrower from time to time
during the term of this Agreement (the “Base Facility”), plus, (a) during
the Special Revolving Line of Credit Period only, the Special Revolving Lenders
agree to make available to the Borrower the Special Revolving Line of Credit of up
to Twenty-five Million Dollars ($25,000,000) and (b) during the Second





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Special
Revolving Line of Credit Period only, the Second Special Revolving Line
of Credit up to Forty Million Dollars ($40,000,000), for a total aggregate
facility of Two Hundred Fifty Five Million Dollars ($255,000,000) (the “Total
Facility”). The Base Facility shall be composed of a revolving line of credit
consisting of Revolving Loans, the Letters of Credit described herein and the
Special Revolving Line of Credit and Second Special Revolving Line of Credit
consisting of the Special Revolving Loans and Second Special Revolving Loans
respectively described herein.”



     Section 2.2 Amendment to Section 1.2. A new subsection (k) is hereby added to
Section 1.2 of the Credit Agreement to read in its entirety as follows:




     “(k) Second Special Revolving Line of Credit.




     (i) In addition to the Revolving Loans described in Section
1.2(a) and the Special Revolving Line of Credit described in Section
1.2(j), subject to the satisfaction of the conditions precedent set
forth in Article 8 below, each Second Special Revolving Lender severally,
but not jointly, agrees, upon the Borrower’s request from time to time on
any Business Day during the Second Special Revolving Line of Credit Period,
to make Second Special Revolving Loans to the Borrower in amounts not to
exceed such Second Special Revolving Lender’s Pro Rata Share of Second
Special Availability.




     (ii) At all times during the Second Special Revolving Line of Credit
Period, the first Forty Million Dollars ($40,000,000) of Revolving Loans
outstanding under this Agreement, after application of the Special Revolving
Loans pursuant to subsection 1.2(j)(ii), shall be considered Second
Special Revolving Loans.




     (iii) On the Second Special Revolving Line of Credit Termination Date,
the Second Special Revolving Line of Credit will terminate. No Second
Special Revolving Loans will be made on or after the Second Special
Revolving Line of Credit Termination Date. On the Second Special Revolving
Line of Credit Termination Date, the Borrower shall pay to the Agent, for
the account of the Second Special Revolving Lenders, the outstanding
principal balance of the Second Special Revolving Loans.




     (iv) All Second Special Revolving Loans shall be either Base Rate Loans
or LIBOR Rate Loans and shall bear interest at the rate of interest for Base
Rate Revolving Loans or LIBOR Revolving Loans, as applicable.




     (v) Notwithstanding anything to the contrary set forth in





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Section
2.1(a), the Borrower shall pay to the Agent, for the sole benefit of
the Second Special Revolving Lenders, interest accrued on all Second
Special Revolving Loans, in arrears, on the first day of each month and
on the Second Special Revolving Line of Credit Termination Date.




     (vi) Any Second Special Revolving Lender may agree with any other
Lender to assign to such Lender all, or any ratable part of, the Second
Special Revolving Loans and the other rights and obligations of such Second
Special Revolving Lender with respect to the Second Special Revolving Loans.
The Borrower agrees to promptly execute and deliver replacement promissory
notes as reasonably requested by the Agent to evidence assignments of the
Second Special Revolving Loans in accordance herewith.




     (vii) Unless otherwise provided for in this Agreement, all provisions
of this Agreement applicable to Revolving Loans shall be applicable to the
Second Special Revolving Loans and the term ‘Revolving Loans’ shall be
deemed to include the Second Special Revolving Loans.”



     Section 2.3 New Definitions. The following new definitions are hereby added to
Annex A to the Credit Agreement in proper alphabetical order to read in their entirety as
follows:




          “‘Base Facility’ shall have the meaning set forth in Section
1.1.”




          “‘Third
Amendment Date’ means June ___, 2006.”




          “‘Second Special Availability’ means, at any time: (a) the lesser of:
(i) the Second Special Revolving Line of Credit less the Aggregate Revolver
Outstandings consisting of Second Special Revolving Loans; or (ii) Availability.”




          “‘Second Special Revolving Lenders’ means, as of the Third Amendment
Date, Bank of America, N.A., and thereafter, collectively, Bank of America, N.A.,
and each assignee of any portion of the Second Special Revolving Lenders’ respective
interests in the Second Special Revolving Line of Credit.”




          “‘Second Special Revolving Line of Credit’ means, subject to the terms
and provisions of this Agreement, a line of credit for Revolving Loans in an amount
not to exceed Forty Million Dollars ($40,000,000).”




          “‘Second Special Revolving Line of Credit Period’ means the period of
time from the Third Amendment Date to the Second Special Revolving Line of Credit
Termination Date.”





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          “‘Second Special Revolving Line of Credit Termination Date’ means the
earlier to occur of: (a) the Termination Date, (b) August 31, 2006, and (c) upon at
least two (2) Business Days’ prior notice, the requested date of termination set
forth in Borrower’s written notice of termination delivered to Agent, provided that
upon the effective date of any such notice of termination, the outstanding
Obligations shall be Two Hundred Fifteen Million Dollars ($215,000,000) or less.”




          “‘Second Special Revolving Loans’ means Revolving Loans made pursuant
to the Second Special Revolving Line of Credit.”



     Section 2.4 Amendment to the Definition of “Aggregate Revolver Outstandings” in Annex A to
the Credit Agreement. The definition of “Aggregate Revolver Outstandings” in Annex A
to the Credit Agreement is hereby amended and restated to read in its entirety as follows:




          “‘Aggregate Revolver Outstandings’ means, at any date of determination:
the sum of: (a) the unpaid balance of Revolving Loans, including Special Revolving
Loans and the Second Special Revolving Loans; (b) the aggregate amount of Pending
Revolving Loans, including Special Revolving Loans and the Second Special Revolving
Loans; (c) one hundred percent (100%) of the aggregate undrawn face amount of all
outstanding Letters of Credit; and (d) the aggregate amount of any unpaid
reimbursement obligations in respect of Letters of Credit.”



     Section 2.5 Amendment to the Definition of “Borrowing” in Annex A to the Credit
Agreement. The definition of “Borrowing” in Annex A to the Credit Agreement is hereby
amended and restated to read in its entirety as follows:




          “‘Borrowing’ means a borrowing hereunder consisting of Revolving Loans
made on the same day by the Lenders to the Borrower, by Bank in the case of a
Borrowing funded by Non-Ratable Loans, by the Agent in the case of a Borrowing
consisting of an Agent Advance, by the Special Revolving Lenders consisting of
Special Revolving Loans, by the Second Special Revolving Lenders consisting of
Second Special Revolving Loans or the issuance of Letters of Credit hereunder.”



     Section 2.6 Amendment to the Definition of “Maximum Revolver Amount” in Annex A to the
Credit Agreement. The definition of “Maximum Revolver Amount” in Annex A to the Credit
Agreement is hereby amended and restated to read in its entirety as follows:




          “‘Maximum Revolver Amount’ means One Hundred Ninety Million Dollars
($190,000,000) plus, (a) during the Special Revolving Line of Credit Period, the
amount of the Special Revolving Line of Credit and (b) during the





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Second Special
Revolving Line of Credit Period, the amount of the Second Special Revolving Line of
Credit.”



     Section 2.7 Amendment to the Definition of “Special Revolving Line of Credit Termination
Date” in Annex A to the Credit Agreement. The definition of “Special Revolving
Line of Credit Termination Date” in Annex A to the Credit Agreement is hereby amended
and restated to read in its entirety as follows:



     “‘Special Revolving Line of Credit Termination Date’ means the earlier to occur of:
(a) the Termination Date, (b) August 31, 2006, and (c) upon at least two (2) Business Days’ prior
notice, the requested date of termination set forth in Borrower’s written notice of termination
delivered to Agent, provided that upon the effective date of any such notice of termination, the
outstanding Obligations shall be either (1) One Hundred Ninety Million Dollars ($190,000,000) or
less if the Special Revolving Line of Credit was then previously terminated, or (2) Two Hundred
Fifteen Million Dollars ($215,000,000) or less if the Special Revolving Line of Credit had not
been previously terminated.”



     Section 2.8 Amendment to Schedules. Schedule A-1 of the Credit Agreement is
hereby amended and restated in full by replacing it with Schedule A-1 attached to this
Amendment.



     Section 2.9 Amendment to the Definition of Cash Flow in Annex A to the Credit
Agreement. The definition of “Cash Flow” in Annex A to the Credit Agreement is hereby
amended and restated to read in its entirety as follows:




          “‘Cash Flow’ means, for any period, an amount equal to (a) the sum of (i)
EBITDA (adding back “Permitted Distributions” to the extent they are included in determining
EBITDA); and (ii) accrued Turnaround Costs for such period relating to the Paramount
Refinery, minus (b) the sum of: (i) actual Turnaround Costs for such period, to the
extent not included in EBITDA; (ii) Non-Discretionary Capital Expenditures made by the
Borrower and its Subsidiaries during such period; and (iii) federal, state, local and
foreign income Taxes paid or payable during such period by the Borrower and its Subsidiaries
to the extent included in EBITDA, provided that such Taxes shall in no event be less than
zero.”



     Section 2.10 Agreement as to Release of Barto Shares.




(a) At the request of the Borrower and of Jerrel C. Barto and Janice D. Barto, as trustees (in
such capacity “Trustees”) of the Jerrel C. and Janice D. Barto Living Trust (the Trustees on behalf
of the trust are collectively referred to herein as the Pledgor”), the Agent and the Lenders have
agreed, under the terms and conditions set forth below, to promptly release the pledge of the
“Capital Stock” as defined in that certain Pledge Agreement dated as of December 18, 2003, by and
between the Pledgor and the Agent, for itself and the Lenders, and to return the original stock
certificates representing the Capital Stock, without recourse or warranty to the Pledgor.





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          (b) If the sale of the stock of the Borrower pursuant to the terms of that certain Stock
Purchase Agreement dated as of April 28, 2006, by and among The Stockholders of Paramount
Petroleum Corporation and Alon USA Energy, Inc. does not close by August 31, 2006, by its
signature below the Pledgor agrees, and the Borrower agrees to cause the Pledgor, to
immediately pledge to the Agent, on behalf of the Lenders, collateral of a type
and having a value satisfactory to the Majority Lenders in their discretion, reasonably
exercised and to execute such additional documents and instruments as the Agent may
reasonably request to carry out the terms of the foregoing.



ARTICLE III




CONDITIONS




     Section 3.1 Conditions Precedent. The effectiveness of this Amendment is subject to
the satisfaction of the following conditions precedent in form and substance satisfactory to the
Agent:



     (a) The representations and warranties contained herein and in the Credit Agreement, as
amended hereby, shall be true and correct in all material respects as of the date hereof as if made
on the date hereof, except for such representations and warranties limited by their terms to a
specific date;



     (b) No Default or Event of Default shall have occurred and be continuing other than a
potential issue concerning compliance with the Debt Service Coverage Ratio Covenant which is
currently under discussion between the Agent and the Borrower (the “Potential Issue”);



     (c) The Borrower shall have delivered to the Agent an executed original of this Amendment
together with facsimile copies of all acknowledgements (with originals to follow within five
Business Days following the Amendment Closing Date);



     (d) The Borrower shall have paid to the Agent all fees, costs, and expenses owed to and/or
incurred by the Agent arising in connection with this Amendment, including but not limited to the
Amendment Fee set forth in Section 4.2 of this Amendment;



     (e) The Agent shall have received an executed promissory note from the Borrower for each of
the respective Lenders to reflect their Commitment, including their Commitment to make the Special
Revolving Loans and the Second Special Revolving Loans, respectively;



     (f) If required, the Agent shall have received evidence satisfactory to it that the Term Loan
Agent and the Term Loan Lenders have consented to the terms and conditions of this Amendment;



     (g) The Agent shall have received such other documents, corporate resolutions, corporate
certificates, legal opinions and information, including, without limitation, any third





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party
consents, that the Agent shall require, each in form and substance satisfactory to the Agent; and




     (h) All proceedings taken in connection with the transactions contemplated by this Amendment
and all documentation and other legal matters incident thereto shall be satisfactory to the Agent
in its sole and absolute discretion.



ARTICLE IV




MISCELLANEOUS




     Section 4.1 Acknowledgment of the Borrower. The Borrower hereby represents and
warrants that the execution and delivery of this Amendment and compliance by the Borrower with all
of the provisions of this Amendment: (a) are within the powers and purposes of the Borrower; (b)
have been duly authorized or approved by the board of directors of the Borrower; and (c) when
executed and delivered by or on behalf of the Borrower will constitute valid and binding
obligations of the Borrower, enforceable in accordance with their terms. The Borrower reaffirms
its obligation to pay all amounts due to the Agent or the Lenders under the Loan Documents in
accordance with the terms thereof, as modified hereby. The Borrower hereby represents and warrants
to the Agent and the Lenders that neither the consent of the Term Loan Lenders nor of the Term Loan
Agent is required under the terms of either the Amended and Restated Intercreditor Agreement or the
Term Loan Documents in order to consummate the transactions and amendments contemplated by this
Amendment. In the alternative, if any such consent by the Term Loan Lenders or the Term Loan Agent
is required, such consent has been obtained and delivered to the Agent, in form and substance
satisfactory to the Agent, on or before the date of this Amendment. The Borrower hereby
acknowledges that if the Potential Issue is deemed to be a Default or Event of Default, neither the
Agent nor the Lenders have waived any default rights or remedies with respect thereto, all of which
default rights and remedies are hereby expressly reserved.



     Section 4.2 Amendment Fee. Immediately upon the execution of this Amendment, the
Borrower shall pay to the Agent, for the account of the Second Special Revolving Lenders, a fee in
the amount of $60,000 (“Amendment Fee”) which Amendment Fee shall be fully earned as of the
Amendment Closing Date.



     Section 4.3 Loan Documents Unmodified. Except as otherwise specifically modified by
this Amendment, all terms and provisions of the Credit Agreement and all other Loan Documents, as
modified hereby, shall remain in full force and effect. A breach by Borrower of the terms of this
Amendment shall be an Event of Default. Nothing contained in this Amendment shall in any way
impair the validity or enforceability of the Loan Documents, as modified hereby, or alter, waive,
annul, vary, affect, or impair any provisions, conditions, or covenants contained therein or any
rights, powers, or remedies granted therein, except as otherwise specifically provided in this
Amendment. Subject to the terms of this Amendment, any lien and/or security interest granted to
the Agent, for the benefit of the Lenders, in the Collateral set forth in the Loan Documents shall
remain unchanged and in full force and effect





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and the Credit Agreement and the other Loan Documents
shall continue to secure the payment and performance of all of the Obligations.




     Section 4.4 Parties, Successors and Assigns. This Amendment shall be binding upon and
shall inure to the benefit of the Borrower, the Agent, the Lenders, and their respective successors
and assigns.



     Section 4.5 Counterparts. This Amendment may be executed in one or more counterparts
and by telecopy, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument.



     Section 4.6 EFFECT OF WAIVER. NO CONSENT OR WAIVER, EXPRESS OR IMPLIED, BY THE AGENT
TO OR OF ANY BREACH OF OR DEVIATION FROM ANY COVENANT, DUTY, OR CONDITION SET FORTH IN THE CREDIT
AGREEMENT SHALL BE DEEMED A CONSENT OR WAIVER TO OR OF ANY OTHER BREACH OF OR DEVIATION FROM THE
SAME OR ANY OTHER COVENANT, DUTY, OR CONDITION. NO FAILURE ON THE PART OF THE AGENT OR ANY LENDER
TO EXERCISE, NO DELAY IN EXERCISING, AND NO COURSE OF DEALING WITH RESPECT TO, ANY RIGHT, POWER, OR
PRIVILEGE UNDER THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT SHALL OPERATE AS A
WAIVER THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER, OR PRIVILEGE UNDER
THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT PRECLUDE ANY OTHER OR FURTHER
EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER RIGHT, POWER, OR PRIVILEGE. THE RIGHTS AND REMEDIES
PROVIDED FOR IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE CUMULATIVE AND NOT EXCLUSIVE
OF ANY RIGHTS AND REMEDIES PROVIDED BY LAW.



     Section 4.7 Headings. The headings, captions, and arrangements used in this Amendment
are for convenience only, are not a part of this Amendment, and shall not affect the interpretation
hereof.



     Section 4.8 Expenses of Agent. Without limiting the terms and conditions of the Loan
Documents, the Borrower agrees to pay on demand: (a) all costs and expenses incurred by the Agent
in connection with the preparation, negotiation, and execution of this Amendment and the other Loan
Documents executed pursuant hereto and any and all subsequent amendments, modifications, and
supplements hereto or thereto, including without limitation, the costs and fees of the Agent’s
legal counsel; and (b) all costs and expenses reasonably incurred by the Agent in connection with
the enforcement or preservation of any rights under the Credit Agreement, this Amendment, and/or
the other Loan Documents, including without limitation, the costs and fees of the Agent’s legal
counsel and the costs and fees associated with any environmental due diligence conducted in
relation hereto.



     Section 4.9 Choice of Law; Jury Trial Waiver. This Amendment shall be governed by and
construed according to the laws of the State of California (without regard to conflicts of law





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principles thereof). TO THE EXTENT PERMITTED BY LAW, EACH OF THE PARTIES HERETO WAIVES ITS RIGHT
TO A TRIAL BY JURY, IF ANY, IN ANY ACTION TO ENFORCE, DEFEND, INTERPRET, OR OTHERWISE CONCERNING
THIS AMENDMENT.




     Section 4.10 Total Agreement. This Amendment, the Credit Agreement, and all other Loan
Documents shall constitute the entire agreement between the parties relating to the subject
matter hereof, and shall rescind all prior agreements and understandings between the parties
hereto relating to the subject matter hereof, and shall not be changed or terminated orally.


[Remainder of Page Intentionally Left Blank]






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          IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the day and
year first written above.




	 	 	 	 	 	 	 
	 	 	“BORROWER”	 	 
	 
	 	 	 	 	 	 
	 	 	PARAMOUNT PETROLEUM CORPORATION,

a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig H. Studwell
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig H. Studwell	 	 
	 

	 	Title:
	 	Senior Vice President	 	 








 









 





	 	 	 	 	 	 	 
	 	 	“AGENT”	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Todd R. Eggertsen
 

Todd R. Eggertsen
	 	 
	 

	 	Title:
	 	Vice President	 	 








 









 





	 	 	 	 	 	 	 
	 	 	“BANK”	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Todd R. Eggertsen
 

Todd R. Eggertsen
	 	 
	 

	 	Title:
	 	Vice President	 	 







 









 





	 	 	 	 	 	 	 
	 	 	“LENDERS”	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Todd R. Eggertsen
 

Todd R. Eggertsen
	 	 
	 

	 	Title:
	 	Vice President	 	 






	 	 	 	 	 	 	 
	 	 	SOCIÉTÉ GÉNÉRALE	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Chung-Taek Oh
 

Chung-Taek Oh
	 	 
	 

	 	Title:
	 	Associate	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig Tashjian	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig Tashjian	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	CITIBANK (WEST), FSB	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Hillary Savoie	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Hillary Savoie	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Keith Cox	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Keith Cox	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Richard J. Wernli	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Richard J. Wernli	 	 
	 

	 	Title:
	 	Director	 	 








 









 





	 	 	 	 	 	 	 
	 	 	NATEXIS BANQUES POPULAIRES	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Simon Melchior	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Simon Melchior

Assistant Vice President
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Vincent Lauras	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Vincent Lauras	 	 
	 

	 	Title:
	 	Managing Director	 	 






 









 





          Each of the undersigned acknowledges that its consent is not required, but nevertheless does
hereby consent to the foregoing Amendment. Each of the undersigned hereby reaffirms its
obligations under its Non-Recourse Suretyship Agreement, Pledge Agreement (subject to the terms of
Section 2.10), and all other documents executed by it in favor of the Agent and/or the Lenders
(collectively, the “Suretyship Agreements”) and acknowledges and agrees that the Suretyship
Agreements remain in full force and effect and the Suretyship Agreements are hereby ratified and
confirmed. The signatures of the undersigned shall be fully effective even if other persons named
below fail to sign this acknowledgment. The failure to obtain the signature of any of the
undersigned shall not affect the obligations, under the terms of the Suretyship Agreements, of the
persons listed below, including but not limited to the person who fails to sign. Without limiting
the foregoing, Jerrel C. Barto, Trustee of the Jerrel C. and Janice D. Barto Living Trust, u/d/t
dated March 18, 1991 and Janice D. Barto, Trustee of the Jerrel C. and Janice D. Barto Living
Trust, u/d/t dated March 18, 1991 specifically agree to be bound by and to carry out the terms of
Section 2.10 of the foregoing Amendment.




	 	 	 	 	 
	 

	 	/s/ W. Scott Lovejoy	 	 
	 

	 	 	 	 
	 

	 	W. SCOTT LOVEJOY
	 	 
	 
	 	 	 	 
	 

	 	/s/ Mark R. Milano	 	 
	 

	 	 	 	 
	 

	 	MARK R. MILANO	 	 
	 
	 	 	 	 
	 

	 	/s/ Jerrel C. Barto	 	 
	 

	 	 	 	 
	 

	 	Jerrel C. Barto, Trustee of the Jerrel C.

and Janice D. Barto Living Trust, u/d/t	 	 
	 

	 	dated March 18, 1991	 	 
	 
	 	 	 	 
	 

	 	/s/ Janice D. Barto	 	 
	 

	 	 	 	 
	 

	 	Janice D. Barto, Trustee of the Jerrel C.

and Janice D. Barto Living Trust, u/d/t	 	 
	 

	 	dated March 18, 1991	 	 
	 
	 	 	 	 
	 

	 	/s/ Craig C. Barto	 	 
	 

	 	 	 	 
	 

	 	Craig C. Barto, Trustee of the Craig C.Barto

and Gisele M. Barto Living Trust , u/d/t	 	 
	 

	 	dated April 5, 1991	 	 








 









 





	 	 	 	 	 
	 

	 	/s/ Gisele M. Barto
 

Gisele M. Barto, Trustee of the Craig C. Barto

and Gisele M. Barto Living Trust, u/d/t
	 	 
	 

	 	dated April 5, 1991	 	 







 









 





          Each of the undersigned acknowledges that its consent is not required, but
nevertheless does hereby consent to the foregoing Amendment. Each of the undersigned
hereby reaffirms its obligations under its Guaranty Agreement, Security Agreement, Deed of
Trust with Power of Sale, Assignment of Leases and Rents, Security Agreement, Fixture
Filing and Financing Statement, and all other documents executed by it in favor of the
Agent and/or the Lenders (collectively, the “Guaranty Agreements”) and acknowledges and
agrees that the Guaranty Agreements remain in full force and effect and the Guaranty
Agreements are hereby ratified and confirmed. The signatures of the undersigned shall be
fully effective even if other persons named below fail to sign this acknowledgment. The
failure to obtain the signature of any of the undersigned shall not effect the obligations,
under the terms of the Guaranty Agreements, of the persons listed below, including but not
limited to the person who fails to sign.




	 	 	 	 	 	 	 
	 	 	Paramount of Oregon, Inc., an Oregon
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig H. Studwell
	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig H. Studwell	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Paramount of Washington, Inc., a Washington
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig H. Studwell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:

Title:
	 	Craig H. Studwell

Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	Point Wells, LLC, a Washington limited

liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Craig H. Studwell	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Craig H. Studwell	 	 
	 

	 	Title:
	 	Assistant Manager