ASSIGNS
THEREOF, TOGETHER WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS
AND EMPLOYEES OF ANY OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS OR
CAUSES OF ACTION OF ANY KIND, NATURE OR DESCRIPTION, WHETHER ARISING IN LAW OR
EQUITY OR UPON CONTRACT OR TORT OR UNDER ANY STATE OR FEDERAL LAW OR OTHERWISE,
WHICH THE BORROWER OR EACH GUARANTOR OR EACH SUBORDINATED CREDITOR HAS HAD, NOW
HAS OR HAS MADE CLAIM TO HAVE AGAINST ANY SUCH PERSON FOR OR BY REASON OF ANY
ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING FROM THE BEGINNING OF
TIME TO AND INCLUDING THE DATE OF THIS AMENDMENT, WHETHER SUCH CLAIMS, DEMANDS
AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR KNOWN OR UNKNOWN.
19.
COSTS AND EXPENSES.
THE BORROWER HEREBY REAFFIRMS ITS AGREEMENT
UNDER THE CREDIT AGREEMENT TO PAY OR REIMBURSE THE LENDER ON DEMAND FOR ALL
COSTS AND EXPENSES INCURRED BY THE LENDER IN CONNECTION WITH THE LOAN DOCUMENTS,
INCLUDING WITHOUT LIMITATION ALL REASONABLE FEES AND DISBURSEMENTS OF LEGAL
COUNSEL.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE BORROWER
SPECIFICALLY AGREES TO PAY ALL FEES AND DISBURSEMENTS OF COUNSEL TO THE LENDER
FOR THE SERVICES PERFORMED BY SUCH COUNSEL IN CONNECTION WITH THE PREPARATION OF
THIS AMENDMENT AND THE DOCUMENTS AND INSTRUMENTS INCIDENTAL HERETO.
THE
BORROWER HEREBY AGREES THAT THE LENDER MAY, AT ANY TIME OR FROM TIME TO TIME IN
ITS SOLE DISCRETION AND WITHOUT FURTHER AUTHORIZATION BY THE BORROWER, MAKE A
LOAN TO THE BORROWER UNDER THE CREDIT AGREEMENT, OR APPLY THE PROCEEDS OF ANY
LOAN, FOR THE PURPOSE OF PAYING ANY SUCH FEES, DISBURSEMENTS, COSTS AND EXPENSES
AND THE FEE REQUIRED UNDER PARAGRAPH 13 OF THIS AMENDMENT.
13
20.
MISCELLANEOUS.
THIS AMENDMENT AND THE ACKNOWLEDGMENT AND
AGREEMENT OF GUARANTOR AND THE ACKNOWLEDGMENT AND AGREEMENT OF SUBORDINATED
CREDITOR MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH WHEN SO
EXECUTED AND DELIVERED SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH
COUNTERPARTS, TAKEN TOGETHER, SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
[The remainder of this page intentionally left blank.]
14
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed as of the date first above written.
WELLS FARGO BANK, NATIONAL ASSOCIATION
TRADESTAR CONSTRUCTION SERVICES, INC.
By:
/s/ Martin E. Tracy
By:
/s/ Kenneth Thomas
Name:
Martin E. Tracy
Name:
Kenneth Thomas
Its:
Vice President
Its:
Vice President and Secretary
PETROLEUM ENGINEERS, INC.
By:
/s/ D. Hughes Watler, Jr.
Name:
D. Hughes Watler, Jr.
Its:
Chief Financial Officer
15
ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR
The undersigned, a guarantor of the indebtedness of Tradestar Construction
Services, Inc., a New Mexico corporation and Petroleum Engineers, Inc., a
Louisiana corporation (together, the "Borrower"), to Wells Fargo Bank, National
Association (as more fully defined in Paragraph 1 of this Amendment, the
"Lender"), acting through its Wells Fargo Business Credit operating division
pursuant to a Guaranty dated May 23, 2006 the "Guaranty"), hereby (i)
acknowledges receipt of the foregoing Amendment; (ii) consents to