FIFTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT
AND WAIVER OF DEFAULTS
This Amendment, dated as of June 3, 2004, is made by and between METRETEK, INCORPORATED, a
Florida corporation (the "Borrower"), and WELLS FARGO BUSINESS CREDIT, INC., a Minnesota
corporation (the "Lender").
The Borrower and the Lender are parties to a Credit and Security Agreement dated as of September 6, 2002, as
amended by (i) a First Amendment to Credit and Security Agreement and Waiver of Defaults dated as of March
(ii) a Second Amendment to Credit and Security Agreement dated as of September 24, 2003; (iii) a Third
Amendment to Credit and Security Agreement dated as of November 13, 2003; and (iv) a Fourth Amendment
to Credit and Security Agreement and Waiver of Defaults dated as of March 24, 2004 (as so amended, the
"Credit Agreement"). Capitalized terms used in these recitals have the meanings given to them in the Credit
Agreement unless otherwise specified.
The Borrower has requested that certain amendments be made to the Credit Agreement, which the Lender is
willing to make pursuant to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein
contained, it is agreed as follows:
1. Defined Terms. Capitalized terms used in this Amendment which are defined in the Credit Agreement shall
have the same meanings as defined therein, unless otherwise defined herein.
2. Section 6.2(a). Section 6.2(a) of the Credit Agreement is amended and restated in its entirety to read as
"(a) MINIMUM TANGIBLE NET WORTH. The Borrower will maintain, during each period described below,
its Tangible Net Worth, less (i) software development and (ii) intercompany indebtedness owing from all
Corporate Guarantors to Borrower, determined as at the end of each month, at an amount not less than the
amount set forth opposite such period (numbers appearing between "< >" are negative):
3. Section 6.2(b). S