THIRD AMENDMENT TO CREDIT AND SECURITY AGREEMENT
This Amendment, dated as of April 4, 2003, is made by and between SOUTHERN FLOW COMPANIES,
INC., a Delaware 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 24, 2001,
as amended by (i) the First Amendment to Credit and Security Agreement dated as of November 19, 2002 and
(ii) the Second Amendment to Credit and Security Agreement and Waiver of Defaults dated as of March 26,
2003 (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. In addition, Section 1.1 of the Credit
Agreement is amended by adding or amending, as the case may be, the following definitions:
"Borrowing Base" means at any time the lesser of:
(a) the Maximum Line; or
(b) subject to change from time to time in the Lender's sole discretion, the sum of:
(i) 85% of Eligible Accounts,
(ii) the lesser of (A) 20% of Eligible Inventory or (B) $200,000, plus
(iii) the Overadvance.
"Overadvance" means (i) from the date of this Amendment until August 1, 2003, $200,000 and (ii) from August
2, 2003 and thereafter, zero.
2. No Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the
Credit Agreement shall remain in full force and effect and shall apply to