Common use of Conditions Precedent to Effectiveness of Amendment Clause in Contracts

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders; (b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective when, is subject to and only when, contingent upon the fulfillment of each and every one of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lendersfollowing conditions: (a) Counterparts of Agent shall have received this Amendment Amendment, duly executed by BorrowerBorrowers, Guarantors Lenders and Agent; (b) Agent shall have received an Addendum to Revolving Credit Agreement and an Addendum to Security Agreement, duly executed by Phase Seven, together with all Schedules thereto, in form and substance satisfactory to Agent and Lenders; (bc) A copy Agent shall have received the Notes payable to each Lender in the amount of such Lender’s respective Commitments, duly executed by Borrowers; (d) Agent shall have received a Stock Pledge Agreement, duly executed by Parent, together with receipt by Agent for the ratable benefit of Lenders of the original certificates evidencing one hundred percent (100%) of the issued and outstanding Capital Stock of Phase Seven, together with undated stock powers with respect thereto, duly executed; (e) Agent shall have received, for the pro rata account of Lenders, (i) a term loan fee of $6,250, which shall be fully earned and nonrefundable, (ii) the Equipment Fee, which shall be fully earned and nonrefundable and (iii) all Expenses owing on the Amendment Date; (f) No Material Adverse Effect shall have occurred, as determined by Agent in its reasonable discretion; (g) No Event of Default, Unmatured Event of Default or Material Adverse Effect shall have occurred; (h) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of the Closing Date); (i) With respect to Phase Seven: (i) receipt by Agent of a Certificate of the Secretary of Phase Seven, dated as of the Amendment Date, certifying (1) the incumbency and signatures of the Responsible Officers of Phase Seven who are executing this Agreement and the Loan Documents on behalf of Phase Seven; (2) the By-Laws of Phase Seven and all amendments thereto as being true and correct and in full force and effect; and (3) the resolutions approving of the Board of Directors of Phase Seven as being true and correct and in full force and effect, authorizing the execution and delivery of this AmendmentAgreement and the Loan Documents, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true hereunder and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendmentthereunder, and authorizing the transactions contemplated herein duly adopted Responsible Officers of Phase Seven to execute the same on behalf of Phase Seven; (ii) receipt by Agent of Phase Seven’s Articles of Incorporation and all amendments thereto, certified by the Board Secretary of Directors or Members State of each Guarantor, as its state of organization and dated a recent date prior to the case may be, accompanied Amendment Date; (iii) receipt by Agent of a certificate of status and good standing for Phase Seven, dated a recent date prior to the duly authorized Secretary Amendment Date, showing that Phase Seven is in good standing under the laws of such Guarantorthe state of its state of organization; (iv) receipt by Agent of a certificate signed by the President or a Vice President and/or Chief Financial Officer of Phase Seven, dated as of the Amendment Date, certifying that such copy (1) both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, Phase Seven is a and will be Solvent; (2) to the best of their knowledge after due and diligent inquiry, the representations and warranties of Phase Seven contained in this Agreement and the Loan Documents are true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantorin all material respects, and that such resolutions constitute all (3) to the resolutions adopted best of their knowledge after due and diligent inquiry, both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, no Event of Default is continuing or shall occur; (v) receipt by Agent of Uniform Commercial Code and other public record searches with respect to such transactionsPhase Seven, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;each case reasonably satisfactory to Agent; and (dvi) Payment receipt by Agent of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment;copies of insurance binders or insurance certificates for Phase Seven; and (ej) Payment receipt by Borrower Agent of the fees such other documents, instruments and expenses of counsel to Lenders agreements as Agent may reasonably request in connection with the preparation transactions contemplated hereunder or to perfect or protect the liens and negotiation security interests granted to Agent for the ratable benefit of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewithherewith.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become not be effective when, unless and only when, until each of the following conditions below has shall have been complied with to satisfied in the satisfaction sole discretion of the Agent and the Lenders and the documents required below have been delivered to the Agent and or waived by the Lenders, for whose sole benefit such conditions exist: (a) Counterparts The Agent and each of the Lenders shall have received a fully executed counterpart or original of this Amendment duly executed by Borrower, Guarantors and Lenders;Amendment. (b) A copy Upon the effectiveness of the resolutions approving this Amendment, all representations and authorizing warranties set forth in the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a Loan Agreement shall be true and correct copy of the resolutions duly adopted by the Managers of Borrower, in all material respects on and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the effective date hereof;, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) A copy Except for the collectibility of the resolutions approving this Amendment, Referenced Account and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate occurrence of the duly authorized Secretary Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of such Guarantor, certifying that such copy is a true and correct copy delivery to the Lenders of the resolutions duly adopted by the Board of Directors Borrowers' most recent financial statements which event or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect development has had or is reasonably likely to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;a Material Adverse Effect. (d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees All corporate and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereby; andhereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (fe) The execution Lender shall have received such further agreements, consents, instruments and delivery documents as may be necessary or proper in the reasonable opinion of such additional documents and instruments which the Lenders, the Agent and its their counsel may deem necessary to effectuate carry out the provisions and purposes of this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.Amendment. 3

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders; (b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) There shall not have been, in the sole judgment of Lenders, any material adverse change in the financial condition, business or operations of Borrower or any Guarantor; (e) Payment of all fees (to be determined)required required to be paid to the Lenders in connection with this Amendment; (ef) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (fg) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.

Conditions Precedent to Effectiveness of Amendment. This The effectiveness of this Amendment shall become effective when, is subject to and only when, contingent upon the fulfillment of each and every one of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lendersfollowing conditions: (a) Counterparts of Agent shall have received this Amendment Amendment, duly executed by Borrower, Guarantors Borrowers and all Lenders; (b) Agent shall have received the Term A copy Notes payable to each Lender in the amount of such Lender’s respective Term Loan A Commitment, duly executed by Borrowers; (c) Agent shall have received the Term B Notes payable to each Lender in the amount of such Lender’s respective Term Loan B Commitment, duly executed by Borrowers; (d) Lenders shall have received and reviewed the audited financial statements of USTL dated December 31, 2006 and October 31, 2007. (e) Lenders shall have reviewed to their satisfaction the Interests Purchase Agreement and related documents and agreements in connection with the USTL Acquisition, and shall have received an executed collateral assignment of Parent’s rights arising under such Interests Purchase Agreement, in form and substance satisfactory to Agent; (f) Agent shall have received evidence that the closing, consummation and satisfaction of all conditions precedent in connection with the USTL Acquisition have been made in accordance with the terms of the Interests Purchase Agreement and all applicable laws, rules and regulations, and confirmation that the assets of USTL are free and clear of all claims and rights of third Persons, other than Permitted Liens; (g) Agent shall have received executed settlement and release agreements, with disbursement instructions, relating to the payoff of (i) GE Capital with respect to its existing real estate loan to Borrowers, and (ii) the sellers (and any debt of USTL that is to be paid at closing in accordance with the Interests Purchase Agreement) in connection with the USTL Acquisition, together with such releases and UCC-3 termination statements with respect to such payoff, in form and substance satisfactory to Agent; (h) Agent shall have received an Addendum to Revolving Credit Agreement and an Addendum to Security Agreement, duly executed by USTL, together with all Schedules thereto, in form and substance satisfactory to Agent and Lenders; (i) Agent shall have received an updated draft of Schedule 1 to the Parent’s Stock Pledge Agreement listing 65% of the shares of outstanding common stock of AETL Testing, Inc., together with the original stock certificate representing such ownership interest, a blank stock power duly executed by Parent and a Control Agreement duly executed by AETL Testing, Inc. in connection therewith; (j) Agent shall have received a Limited Liability Company Membership Interest Pledge Agreement, duly executed by NTS, with respect to one hundred percent (100%) of the issued and outstanding membership interests of USTL; (k) Agent shall have received, for the pro rata account of Lenders, all Expenses owing on the Amendment Date; (l) No Material Adverse Effect shall have occurred and be continuing, as determined by Lenders in their reasonable discretion; (m) No Event of Default or Unmatured Event of Default shall have occurred and be continuing; and (n) All of the representations and warranties set forth herein, in the Loan Documents and in the Agreement shall be true, complete and accurate in all respects as of the date hereof (except for representations and warranties which are expressly stated to be true and correct as of an earlier date). (o) With respect to USTL: (i) receipt by Agent of a Certificate of the Class A member of USTL, dated as of the Amendment Date, certifying (1) the incumbency and signatures of the Responsible Officers of USTL who are executing this Agreement and the Loan Documents on behalf of USTL; (2) the Operating Agreement of USTL and all amendments thereto as being true and correct and in full force and effect; and (3) the resolutions approving of the Class A member of USTL as being true and correct and in full force and effect, authorizing the execution and delivery of this AmendmentAgreement and the Loan Documents, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true hereunder and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendmentthereunder, and authorizing the transactions contemplated herein duly adopted Responsible Officers of USTL to execute the same on behalf of USTL; (ii) receipt by Agent of USTL’s Articles of Organization and all amendments thereto, certified by the Board Secretary of Directors or Members State of each Guarantor, as its state of organization and dated a recent date prior to the case may be, accompanied Amendment Date; (iii) receipt by Agent of a certificate of status and good standing for USTL, dated a recent date prior to the duly authorized Secretary Amendment Date, showing that USTL is in good standing under the laws of such Guarantorthe state of its organization; (iv) receipt by Agent of a certificate signed by the Class A member of USTL, dated as of the Amendment Date, certifying that such copy (1) both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, USTL is a and will be Solvent; (2) to the best of its knowledge after due and diligent inquiry, the representations and warranties of USTL contained in this Agreement and the Loan Documents are true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantorin all material respects, and that such resolutions constitute all (3) to the resolutions adopted best of its knowledge after due and diligent inquiry, both immediately before and immediately after giving effect to the transactions contemplated by this Agreement and the Loan Documents, no Event of Default is continuing or shall result therefrom; (v) receipt by Agent of Uniform Commercial Code and other public record searches with respect to such transactionsUSTL, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Payment of all fees (each case reasonably satisfactory to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated herebyAgent; and (fvi) The execution receipt by Agent of copies of insurance binders or insurance certificates for USTL; (p) With respect to the Saugus Real Estate: (i) ETCR shall have executed, acknowledged and delivery recorded in the Official Records of such additional documents Los Angeles County, California Recorder’s Office (the “Official Records”) a Correction Grant Deed, in the form prepared and instruments delivered by Agent to ETCR, which Correction Grant Deed changes the name in which the Agent and its counsel may deem necessary Saugus Real Estate is held from ▇▇▇▇▇▇▇ Training Center Corporation, a California corporation, to effectuate this Amendment or any document executed ETCR, INC., a California corporation formerly known as ▇▇▇▇▇▇▇ Training Center Corporation also known as E.T.C.R., Inc., a California corporation (ii) ETCR shall have executed, acknowledged and delivered to Lenders Agent a First Amendment to Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing (the “First Amendment”), in connection herewith or therewith.the form prepared and delivered by Agent to ETCR, which First Amendment shall amend the terms of that certain Deed of Trust, Assignment of Rents, Security Agreement and Fixture Filing dated November 21, 2001, executed by ETCR, as trustor, to Chicago Title Insurance Company, as trustee, for the benefit of Agent, which was recorded on November 27, 2001 as Instrument No. ▇▇-▇▇▇▇▇▇▇ in the Official Records (the “Deed of Trust”);

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, The prior or concurrent satisfaction of each of the following shall constitute conditions below has been complied with precedent to the satisfaction effectiveness of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lendersthis Amendment: (a) Counterparts of Lender shall have received this Amendment duly executed by Borrowerthe parties hereto, Guarantors which shall be in full force and Lenderseffect; (b) A copy Lender shall have received an amendment and consent fee in an amount equal to $25,000, which amount is due and payable in full on the First Amendment Effective Date and shall be charged to the Loan Account; (c) Lender shall have received copies of each of the resolutions approving this AmendmentOED Transaction Documents, the Certificate of Formation of OED I, and authorizing the transactions contemplated herein duly adopted by the Managers Certification of BorrowerFormation of OED II, accompanied by together with a certificate of the duly authorized Secretary of BorrowerBorrower certifying each such document as being a true, certifying correct, and complete copy thereof, and each such document shall be satisfactory to Lender in its Permitted Discretion; (d) Lender shall have received evidence satisfactory to Lender that the Permitted OED Acquisition has been consummated pursuant to the terms of the OED Transaction Documents; (e) Lender shall have received the Borrower Pledge Agreement and the OED I Pledge Agreement, together with the delivery of copies of certificates representing such copy is shares of Stock with attached copies of Stock powers endorsed in blank; (f) Lender shall have received the Guaranty and the Guarantor Security Agreement; (g) Lender shall have sent for filing a financing statement against OED I in favor of Lender in the state of Delaware; (h) The representations and warranties in this Amendment, the Loan Agreement, and the other Loan Documents shall be true and correct copy of the resolutions duly adopted by the Managers of Borrowercorrect, in all material respects, on and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were, to such extent, true and correct, in all material respects, as of such earlier date; (ci) A copy of the resolutions approving After giving effect to this Amendment, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and authorizing be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and (j) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein duly adopted shall have been issued and remain in force by the Board of Directors any Governmental Authority against Borrower or Members of each GuarantorLender, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewithof their Affiliates.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become not be effective when, unless and only when, until each of the following conditions below has shall have been complied with to satisfied in the satisfaction sole discretion of the Agent and the Lenders and the documents required below have been delivered to the Agent and or waived by the Lenders, for whose sole benefit such conditions exist: (a) Counterparts The Agent and each of the Lenders shall have received a fully executed counterpart or original of this Amendment duly executed by Borrower, Guarantors and Lenders;Amendment. (b) A copy Upon the effectiveness of the resolutions approving this Amendment, all representations and authorizing warranties set forth in the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a Loan Agreement shall be true and correct copy of the resolutions duly adopted by the Managers of Borrower, in all material respects on and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the effective date hereof;, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) A copy Except for the collectibility of the resolutions approving this Amendment, Referenced Account and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate occurrence of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors Goul▇ ▇▇▇nt,no event or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and development shall have not been amended, modified or revoked in any respect and are in full force and effect as of occurred since the date hereof; (d) Payment of all fees (to be determined)required to be paid delivery to the Lenders in connection with this Amendment;of the Borrowers' most recent financial statements which event or development has had or is reasonably likely to have a Material Adverse Effect. (e) Payment by Borrower The Lenders shall have received such further agreements, consents, instruments and documents as may be necessary or proper in the reasonable opinion of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which Lenders, the Agent and its their counsel may deem necessary to effectuate carry out the provisions and purposes of this Amendment or any document executed and delivered to Lenders in connection herewith or therewithAmendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become not be effective when, unless and only when, until each of the following conditions below has shall have been complied with to satisfied in the satisfaction sole discretion of the Agent and the Lenders and the documents required below have been delivered to the Agent and or waived by the Lenders, for whose sole benefit such conditions exist: (a) Counterparts The Agent and each of the Lenders shall have received a fully executed counterpart or original of this Amendment duly executed by Borrower, Guarantors and Lenders;Amendment. (b) A copy Upon the effectiveness of the resolutions approving this Amendment, all representations and authorizing warranties set forth in the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a Loan Agreement shall be true and correct copy of the resolutions duly adopted by the Managers of Borrower, in all material respects on and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the effective date hereof;, except for (x) such inducing representations and warranties that were only required to be true and correct as of a prior date, (y) such representations and warranties as relate to the defaults described in clause (ii) hereof and (z) such representations and warranties as relate to the occurrence of an event which has had or is reasonably likely to have a Material Adverse Effect, but only to the extent that such event constitutes the Goul▇ ▇▇▇nt, and no Default or Event of Default shall have occurred and be continuing, other than (i) the Designated Default and (ii) defaults under agreements made in the ordinary course of business between or among any of the Borrowers and Persons other than the Agent, the Lenders, or any Affiliate of the Borrowers, such as lease agreements, none of which agreements is material to the business of such Borrower and none of which defaults, singly or in the aggregate, has had or is reasonably likely to have, a Material Adverse Effect. (c) A copy Except for the collectibility of the resolutions approving this Amendment, Referenced Account and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate occurrence of the duly authorized Secretary Goul▇ ▇▇▇nt, no event or development shall have occurred since the date of such Guarantor, certifying that such copy is a true and correct copy delivery to the Lenders of the resolutions duly adopted by the Board of Directors Borrowers' most recent financial statements which event or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect development has had or is reasonably likely to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;a Material Adverse Effect. (d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees All corporate and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment legal proceedings and all documents and instruments executed or delivered in connection with this Amendment shall be satisfactory in form and substance satisfactory to the Lenders and their counsel, and the Lenders and their counsel shall have received all information and copies of all documents which the Lenders and their counsel may have requested in connection herewith and the matters contemplated hereby; andhereunder, such documents, when requested by them, to be certified by appropriate corporate authorities. (fe) The execution Lenders shall have received such further agreements, consents, instruments and delivery documents as may be necessary or proper in the reasonable opinion of such additional documents and instruments which the Lenders, the Agent and its their counsel may deem necessary to effectuate carry out the provisions and purposes of this Amendment or any document executed and delivered to Lenders in connection herewith or therewithAmendment.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders shall have received counterparts of this Amendment executed by Borrower and the documents required below have been delivered to Guarantor and Section 2 hereof shall become effective when, and only when, the Agent and Lenders shall have additionally received all of the Lendersfollowing documents, each document (unless otherwise indicated) being dated the date of receipt thereof by Lender (which date shall be the same for all such documents), in form and substance satisfactory to the Lender: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors Guarantor and Lenders; (b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Mortgages, executed by the Borrower, in a form satisfactory to the Agent, the Lenders and their counsel with respect to the Properties purchased by Borrower pursuant to the SJM Acquisition Agreement and described therein, which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the Lenders, executed and delivered by the Borrower, as mortgagor or assignor, in favor of the Agent, ratably for the benefit of the Lenders, in order to create and perfect the Lender Liens in and to all Collateral described therein; (e) The Pledge Agreement, executed by Borrower, in a form satisfactory to the Agent, the Lenders and their counsel, with respect to the shares of Pittrans along with one or more certificates evidencing such shares having attached thereto duly executed stock powers and any financing statements related thereto. (f) A Guaranty, executed by Pittrans, in a form satisfactory to the Agent, the Lenders, and their counsel; (g) There shall not have been, in the sole judgment of Lenders, any material adverse change in the financial condition, business or operations of Borrower or Guarantor; (h) Payment of all a fees (to be determined)required to be paid to as set forth in the Lenders Fee Letter executed by Borrower in connection with this Amendment; (ei) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (fj) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders shall have received counterparts of this Amendment executed by Borrower and the documents required below have been delivered to Guarantor and Section 2 hereof shall become effective when, and only when, the Agent and Lenders shall have additionally received all of the Lendersfollowing documents, each document (unless otherwise indicated) being dated the date of receipt thereof by Lender (which date shall be the same for all such documents), in form and substance satisfactory to the Lender: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors Guarantor and Lenders; (b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Payment A certificate, executed by an Authorized Officer of Borrower and Guarantor, stating that attached thereto is a true, correct and complete copy of a fully executed counterpart of the Acquisition Agreement, all fees exhibits and schedules thereto and all other documents and instruments executed and delivered in connection therewith. Additionally, the Acquisition Agreement shall expressly permit the direct or indirect assignment (to be determined)required to be paid collateral or otherwise) to the Lenders in connection with this Amendmentof all of the rights, but none of the obligations of Borrower, as a purchaser, under the Acquisition Agreement; (e) Mortgages, executed by the Borrower, in a form satisfactory to the Agent, the Lenders and their counsel with respect to the Properties purchased by Borrower pursuant to the Acquisition Agreement and described therein, which are part of the Collateral, and such other agreements, documents and instruments as may be necessary and appropriate, in form and substance satisfactory to the Agent and the Lenders, executed and delivered by the Borrower, as mortgagor or assignor, in favor of the Agent, ratably for the benefit of the Lenders, in order to create and perfect the Lender Liens in and to all Collateral described therein; (f) There shall not have been, in the sole judgment of Lenders, any material adverse change in the financial condition, business or operations of Borrower or Guarantor; (g) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and; (fh) The legal opinion of counsel to Borrower and Guarantor, in form and substance satisfactory to the Agent and its counsel; (i) ISDA documents entered into between Borrower and any of the Lenders evidencing Rate Management Transactions with respect to the Oil and Gas Properties of the Borrower and Guarantor, with confirmations of the transactions thereunder providing satisfactory hedging of natural gas sales in amounts and at prices satisfactory to the Lenders from the date hereof through December, 2005; (j) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall be and shall become effective when, and only when, each as of the conditions below has been complied with date hereof subject to the satisfaction of the Agent and following conditions (such date, the Lenders and the documents required below have been delivered to the Agent and the Lenders:"Amendment Effective Date"): (a) Counterparts of Lender shall have received this Amendment duly executed by Borrowerthe parties hereto, Guarantors which shall be in full force and Lenderseffect; (b) A Lender shall have received a true, correct and complete copy of the resolutions approving this Amendment(i) Management Agreement, (ii) OED I Operating Agreement, as amended, (iii) OED Operating Agreement, (iv) OED I Purchase Agreements and authorizing (v) the transactions contemplated herein duly adopted by the Managers Certificate of BorrowerCancellation of OED II, accompanied by together with a certificate of the duly authorized Secretary of BorrowerBorrower certifying each such document as being a true, certifying that correct and complete copy thereof, and each such copy is a document shall be satisfactory to Lender; (c) The representations and warranties in this Amendment and the Loan Agreement shall be true and correct copy of the resolutions duly adopted by the Managers of Borrowercorrect, in all material respects, on and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of , except to the resolutions approving this Amendmentextent such representations and warranties expressly relate to an earlier date, in which case such representations and authorizing warranties were, to the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantorextent, true and correct, in all material respects, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereofearlier date; (d) Payment of all fees (After giving effect to be determined)required to be paid to the Lenders in connection with this Amendment;, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and (e) Payment by Borrower No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the fees transactions contemplated herein shall have been issued and expenses of counsel to Lenders remain in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment force by any Governmental Authority against Borrower or Lender, or any document executed and delivered to Lenders in connection herewith or therewithof their Affiliates.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, The satisfaction of each of the following shall constitute conditions below has been complied with precedent to the satisfaction effectiveness of the Agent and the Lenders and the documents required below have been delivered to the Agent and the LendersAmendment: (a) Counterparts of Administrative Agent shall have received this Amendment Amendment, duly executed by Borrowerthe parties hereto, Guarantors and Lenders;the same shall be in full force and effect. (b) A copy Administrative Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor. (c) Administrative Agent shall have received a solvency certificate with respect to Borrower and its Subsidiaries in the resolutions approving this Amendmentform attached hereto as Exhibit B, duly executed and authorizing the transactions contemplated herein duly adopted delivered by the Managers Executive Vice President and Chief Financial Officer of Borrower, accompanied by a certificate of . (d) The representations and warranties herein and in the duly authorized Secretary of Borrower, certifying that such copy is a Credit Agreement and the other Loan Documents shall be true and correct copy of the resolutions duly adopted by the Managers of Borrower, and in all material respects (except that such resolutions constitute all materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the resolutions adopted with respect to such transactions, text thereof) on and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof;, as though made on such date (and the words “as of the Closing Date” in the introductory paragraph of Article V of the Credit Agreement shall be deemed not to apply for purposes of this Section 6(d)). (ce) A copy No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the resolutions approving transactions contemplated herein. (f) Substantially simultaneously with the effectiveness of this Amendment, and authorizing the transactions contemplated herein duly adopted by Borrower shall have made the Board prepayment of Directors or Members of each Guarantorthe Loans, together with premium, as contemplated by Section 4 of this Amendment. (g) Administrative Agent shall have (i) received all fees and other amounts due and payable by any Loan Party to the case may beAdministrative Agent in connection with this Amendment on or prior to the effective date of this Amendment and (ii) been reimbursed for the expenses referenced in Section 11 hereof (to the extent invoiced). (h) Administrative Agent shall have received the consent to this Amendment from the administrative agent under the ABL Credit Agreement and an amendment to the Intercreditor Agreement in form and substance satisfactory to Administrative Agent, accompanied by a certificate each of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are which shall be in full force and effect as of the date hereof; (d) Payment of all fees (to be determined)required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewitheffect.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, The prior or concurrent satisfaction of each of the following shall constitute conditions below has been complied with precedent to the satisfaction effectiveness of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lendersthis Amendment: (a) Counterparts of Lender shall have received this Amendment duly executed by Borrowerthe parties hereto, Guarantors which shall be in full force and Lenderseffect; (b) A copy of Lender shall have received the resolutions approving this Amendmentreaffirmation and consent attached hereto as EXHIBIT "A" duly executed by OED I, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are which shall be in full force and effect effect; (c) The representations and warranties in this Amendment, the Loan Agreement, and the other Loan Documents shall be true and correct, in all material respects, on and as of the date hereof; (c) A copy of , except to the resolutions approving this Amendmentextent such representations and warranties expressly relate to an earlier date, in which case such representations and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantorwarranties were, to such extent, true and correct, in all material respects, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereofearlier date; (d) Payment of all fees (After giving effect to be determined)required to be paid to the Lenders in connection with this Amendment;, no Event of Default or event which with the giving of notice or passage of time would constitute an Event of Default shall have occurred and be continuing on the date hereof, nor shall result from the consummation of the transactions contemplated herein; and (e) Payment by Borrower No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the fees transactions contemplated herein shall have been issued and expenses of counsel to Lenders remain in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment force by any Governmental Authority against Borrower or Lender, or any document executed and delivered to Lenders in connection herewith or therewithof their Affiliates.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders shall have received counterparts of this Amendment executed by Borrower and the documents required below have been delivered to Guarantor and Section 2 hereof shall become effective when, and only when, the Agent and Lenders shall have additionally received all of the Lendersfollowing documents, each document (unless otherwise indicated) being dated the date of receipt thereof by Lender (which date shall be the same for all such documents), in form and substance satisfactory to the Lender: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors Guarantor and Lenders; (b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein or therein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Payment There shall not have been, in the sole judgment of all fees (to be determined)required to be paid to Lenders, any material adverse change in the Lenders in connection with this Amendmentfinancial condition, business or operations of Borrower or Guarantor; (e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.

Conditions Precedent to Effectiveness of Amendment. This Amendment shall become effective when, and only when, each of the conditions below has been complied with to the satisfaction of the Agent and the Lenders and the documents required below have been delivered to the Agent and the Lenders: (a) Counterparts of this Amendment duly executed by Borrower, Guarantors and Lenders; (b) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Managers of Borrower, accompanied by a certificate of the duly authorized Secretary of Borrower, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Managers of Borrower, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (c) A copy of the resolutions approving this Amendment, and authorizing the transactions contemplated herein duly adopted by the Board of Directors or Members of each Guarantor, as the case may be, accompanied by a certificate of the duly authorized Secretary of such Guarantor, certifying that such copy is a true and correct copy of the resolutions duly adopted by the Board of Directors or Members of such Guarantor, and that such resolutions constitute all the resolutions adopted with respect to such transactions, and have not been amended, modified or revoked in any respect and are in full force and effect as of the date hereof; (d) Payment of all fees (to be determined)required required to be paid to the Lenders in connection with this Amendment; (e) Payment by Borrower of the fees and expenses of counsel to Lenders in connection with the preparation and negotiation of this Amendment and all documents and instruments contemplated hereby; and (f) The execution and delivery of such additional documents and instruments which the Agent and its counsel may deem necessary to effectuate this Amendment or any document executed and delivered to Lenders in connection herewith or therewith.