To provide Accommodations to finance the Obligor’s purchase and sale of ethanol and such other products as the Bank may approve from time to time (collectively “Product”) and for related hedging and working capital requirements related thereto and general working capital.

Advances may be used to finance negative cash flow, the carrying of accounts receivable, the purchase of Product and margin financing requirements. Letters of Credit may be used to finance the purchase of Product for resale, for swap transactions related to the hedging of Product, to secure transportation and other performance related obligations of the Obligor.

No request for any Accommodation may be made after November 24, 2009 (the “Maturity Date”) unless the Bank, in its sole discretion and without any obligation to do so, extends such date in writing. All Accommodations are payable on the earlier of any specified maturity thereof or ON DEMAND. Any issued and outstanding Letter of Credit with an expiry date later than the Maturity Date must be cash collateralized in an amount equal to at least 105% of the face amount of such Letter of Credit, in form and substance satisfactory to the Bank, five business days prior to the Maturity Date and shall continue to be secured after the Maturity Date by such cash and all other collateral in which the Bank has been granted a security interest by the Obligor.

The Obligor may repay any Advance at any time, and from time to time, without penalty or premium and any amount repaid may, subject to the terms hereof, be reborrowed. Subject to those provisions that expressly provide for survival hereunder, the Obligor may terminate this Uncommitted Facility Letter at any time (without penalty or premium) upon the repayment of all the Advances, the termination of the Letters of Credit and the repayment of all other amounts then due, owing or accrued hereunder or under any Security Document. Upon any such termination, the Security Documents shall terminate and the Bank shall execute such documents and take such actions (at Obligor’s expense) as Obligor shall reasonably request to evidence such termination and the termination of liens in and, where applicable, reconveyance, of any collateral herefor.

Maximum

Amount:

Up to the lower of (i) $35,000,000 (“Maximum Amount”) and (ii) the Borrowing Base as defined herein, without, for such purpose only, giving effect to any outstanding Accommodations.

Included in the Maximum Amount are the following sublimits:

Advance Sublimit: Up to $20,000,000 for short-term Advances for Product purchases where payment for Product is required to be made prior to receipt of backing receivables associated with such Advance and for associated margin requirements.

Letters of Credit Sublimit: Up to $10,000,000 for Letters of Credit with a maximum tenor of more than 90 days and less than 364 days and performance Letters of Credit of any tenor up to a maximum tenor of less than 364 days.

Any Accommodation may be subject to various sublimits at the same time. A sublimit is an indication of the Bank’s present view of the maximum amount that it might consider for particular types of Accommodations. Notwithstanding any such sublimits, the Bank has no commitment to make any Accommodation available. Accordingly, under no circumstances should the listing of the above sublimits, or the incorporation by the Bank of additional sublimits from time to time, be construed as an agreement or commitment by the Bank to provide any

Accommodation within any such sublimit.

Please note that the Bank may modify the Maximum Amount, modify the Borrowing Base, modify or cancel any of the existing sublimits or incorporate additional sublimits at any time at its sole discretion.

The Borrowing Base will be determined as shown below:

The Obligor shall provide the Bank with a borrowing base report (the “Borrowing Base Report”) accompanied by a Borrowing Base Certificate (in the form of Exhibit A hereto). Obligor shall provide a Borrowing Base Report and a Borrowing Base Certificate weekly, within (3) business days from the Friday of each week (each, a “Borrowing Base Reporting Date”). The Borrowing Base Report shall set forth a computation of the Borrowing Base and provide detailed backup information, including schedules of: (a) each of the Borrowing Base categories set forth above; (b) accounts receivable agings; (c) netted exchange receivables; (d) all contras (including forward book offsets) applied against accounts receivable and against unrealized gains on forward contracts; (e) product delivered under sales contracts, but not billed; (f) bank balances; (g) third party inventory statements; (h) details supporting the fixed prices of Eligible Inventory; and (i) outstanding principal amount of Accommodations.

If on the date of delivery to the Bank of any such Borrowing Base Certificate (or if the Obligor fails to deliver the same), the aggregate amount of Accommodations outstanding as of the relevant Borrowing Base Reporting Date (as defined above) exceed the Borrowing Base reported thereon (or, in the event of a failure to deliver the same, the Borrowing Base as then determined by the Bank) the Obligor shall immediately prepay the Accommodations in an amount sufficient so that the Accommodations remaining outstanding do not exceed the Borrowing Base reported on such Borrowing Base Certificate, with such prepayments being applied first to any outstanding Advances and then to cash collateralizing any outstanding Letters of Credit.

The following criteria, in addition to any other requirements that may be imposed by the Bank at its sole discretion from time to time, must be satisfied with respect to a requested Accommodation:

a)     The Bank shall be named loss-payee on the Obligor’s product insurance and other insurance, as the Bank may deem necessary. The Obligor to maintain insurance customary for its business and shall provide the Bank with evidence of all insurance providers and coverage.

b)     Notifications of Bank’s security interest in accounts receivable (in a form acceptable to the Bank) must be sent by the Obligor to accounts receivable counterparties and payment must be made directly to the Collection Account by wire transfer of immediately available funds.

c)     Notification of the Bank’s security interest in inventory (in a form acceptable to Bank) to be sent to, and if reasonably required by Bank acknowledged by, warehouses and other third party storage locations.

d)     Unless otherwise agreed on a case-by-case basis by the Bank, in its sole discretion, all collateral financed by the Bank and represented by negotiable documents of title shall be issued in the name of the Bank or endorsed to the order of BNP Paribas - New York. For clarity, where collateral financed by the Bank is represented by non-negotiable documents of title (e.g., railcar and truck bills of lading) such documents of title shall be, on a case by case basis as required by the Bank, issued in the name of the Bank.

e)     Backing letters of credit to be advised to the Bank, or at a minimum, the original letter of credit forwarded by Obligor to the Bank.

f)      Each Accommodation made available to the Obligor is to be based on a purchase and sale by the Obligor for its own account and not for or on behalf of any other entity.

Interest/Letter of

Credit Fees:

The following will apply until further notice by the Bank:

Commission for Letters of Credit (L/Cs):

Ø    For standby or documentary Letters of Credit covering purchases of Product: 3.25% per    annum payable monthly in arrears.

Ø    Forstandby Letters of Credit covering financial or performance obligations: 3.50% per    annum (with a 60-day minimum period) payable monthly in arrears.

Ø    Minimum L/C fee is $750 per issuance.

Ø    Amendment Fee of $100 per amendment.

Ø    In addition, all standard ancillary, customary administrative, amendment, payment,    and negotiation charges (that are charged by bank to other customers) apply.

Such commissions shall be payable on the earlier of demand, or if no demand has been made, monthly in arrears.

Interest:

As to any Advance, at the Obligor’s option the Bank’s Prime Rate plus 1.00% or the Bank’s Cost of Funds plus 3.50% per annum.

Interest shall be payable on the earlier of demand, or if no demand has been made, monthly in arrears and on the date of repayment of each Advance.

The “Bank’s Prime Rate” means the rate of interest established from time to time in New York, New York as the Bank’s “prime rate”. Such term shall not be construed to mean the Bank’s lowest or most favorable rate.

The “Bank’s Cost of Funds” means the rate quoted by the Bank in New York, New York to the Obligor and agreed to by the Obligor on or before the time of any Advance as the Bank’s cost of funds (as determined by the Bank in the Bank’s sole discretion) for the interest period applicable to such Advance.

Any overdue amounts shall bear interest as provided in the Demand Note.

$25,000 paid to the Bank upon the Obligor’s signed acceptance of the Indicative Summary of Terms and Conditions dated July 2008. The Acceptance Fee shall be non-refundable but shall be credited to the Origination Fee upon closing of this uncommitted guidance facility and payment to the Bank of the balance of the Origination Fee. The Obligor acknowledges that the payment of such fee is non-refundable and shall not change the uncommitted nature of the facility contemplated herein and shall not require the Bank to provide any Accommodations to the Obligor.

$100,000 payable to the Bank, upon the Obligor’s execution and delivery of this Uncommitted Facility Letter and the other Security Documents to the Bank (the “Origination Fee”). The Obligor acknowledges that the payment of the Origination Fee is intended to reimburse the Bank for its administrative and other costs in originating the facility contemplated under this Uncommitted Facility Letter. The Obligor further acknowledges that the payment of such fee is non-refundable and shall not change the uncommitted nature of the facility contemplated herein and shall not require the Bank to provide any Accommodations to the Obligor.

Documentation Fee:

$15,000, payable to the Bank upon the Obligor’s execution and delivery of this Uncommitted Facility Letter as compensation for the Bank’s preparation of this Uncommitted Facility Letter and the other Security Documents. The Bank reserves the right to request additional documentation fees in connection with any the preparation of any amendment or modification of any of the same after the execution thereof. The Obligor acknowledges that the payment of such fee(s) is non-refundable and shall not change the uncommitted nature of the facility contemplated herein and shall not require the Bank to provide any Accommodations to the Obligor.

Notwithstanding the uncommitted nature of the facility outlined herein, the Obligor recognizes that the Bank incurs administrative and other costs in maintaining, monitoring and operating this uncommitted facility for the Obligor and expects to receive annual compensation from the facility in an amount at least equal to the Base Amount (as defined herein). In the event that, for any calendar year (or portion thereof during which this uncommitted facility is in place and is either available to the Borrower to request Accommodations or Accommodations remain outstanding), Cumulative Compensation (as defined herein) earned and paid to the Bank by the Obligor does not equal the Base Amount, then, in consideration for the Bank maintaining this uncommitted facility, the Obligor agrees to pay the Bank the Minimum Compensation Fee (as defined herein).

Accordingly, promptly following the end of each calendar year (or the date of any termination or expiration of the uncommitted facility hereunder), the Bank and the Obligor shall calculate the amount of Cumulative Compensation received by the Bank from the Obligor from the beginning of the calendar year to the end of such calendar year (or the date of any termination or expiration of the uncommitted facility hereunder). If the amount of Cumulative Compensation received by the Bank for the period in question is less than the Base Amount, the Obligor shall pay to the Bank a fee equal to the difference between such Cumulative Compensation and the Base Amount (the amount of such difference being the “Minimum Compensation Fee”) within five days after calculation of the Cumulative Compensation.

The Obligor acknowledges that neither the payment of any Minimum Compensation Fee nor the Obligor’s obligation to do so shall require the Bank to maintain the uncommitted facility or to agree to provide any, or any minimum number of, Accommodations to the Obligor.

As used herein, the following terms have the meanings set forth below.

“Base Amount” means $300,000 for the calendar year January to December (or a pro-rated portion of $300,000 corresponding to that portion of any calendar year that the Bank’s uncommitted facility was in place).

“Cumulative Compensation” means the annual aggregate amount of compensation earned and paid to the Bank in a calendar year from this uncommitted facility from Letter of Credit commissions, interest on Advances (calculated on the margin collected over the Bank’s Cost of Funds or the Bank’s Prime Rate with respect such Advances as determined by the Bank), Administrative Fee and monthly wire transfer fees. Cumulative Compensation shall not include the Origination Fee or

the Documentation Fee, but shall include the monthly Administrative Fee. In the event of any difference between the Bank’s and the Obligor’s calculations of Cumulative Compensation, the Bank’s calculation of Cumulative Compensation shall be conclusive absent manifest error.

All interest and fees shall be calculated on a year of 360 days and days actually elapsed.

All Accommodations shall be fully secured by a first priority perfected security interest (subject to Permitted Liens) in all Obligor’s present and future assets. In connection with this Uncommitted Facility Letter, the Obligor shall cause to be delivered each of the following documents:

a)     This Uncommitted Facility Letter;

b)     General Security Agreement;

c)     UCC-l Financing Statements;

d)     Demand Promissory Note;

e)     Pledge of Deposit Account Agreement;

f)      Continuing Letter of Credit Agreement;

g)     Deposit Account Control Agreement with respect to any account maintained with any other bank;

h)     Funds Transfer Agreement / Payment Authorization Agreement;

i)      Investment Authorization Letter;

j)      Loss payee endorsements in favor of the Bank with respect to Obligor’s product insurance policy and other insurance as may be requested from time to time by the Bank;

k)     Subordination Agreements (as defined below);

l)      Unlimited guarantee of the Guarantor;

m)    Assignment of Hedging Account Security and Control Agreement regarding any commodity futures accounts;

n)     Such other documentation as the Bank may request from time to time.

Above documentation and any other documentation, including any amendments, modifications, or restatements of the same, (collectively “Security Documents”) shall be in form and substance satisfactory to the Bank and any Accommodation made available to the Obligor shall be subject to the terms of such documentation.

In addition to the Security Documents, Obligor shall also deliver to the Bank, prior to the first Accommodation, the following documents and such other documents as the Bank may reasonably request from time to time:

a)     Corporate Resolutions (including incumbency certification) of the Obligor and the Guarantor or their equivalent;

b)     Certified copy of Articles of Incorporation and By-laws (or their

equivalent) of the Obligor and for the Guarantor;

c)     Certificate of Good Standing for Obligor and for the Guarantor;

d)     Signature Cards;

e)     Opinion of counsel to the Obligor and Guarantor;

f)      A Borrowing Base Report and Borrowing Base Certificate prepared by the Obligor on a pro-forma basis as of 5 business days prior to execution and delivery of this Uncommitted Facility Letter and the other Security Documents to the Bank.

Commodity Swaps;

Futures Contracts:

This Uncommitted Facility Letter does not outline the terms of any facility which might be made available to the Obligor (i) by the Bank’s Commodity Indexed Transaction group (“CIT”) on an uncommitted basis for the purpose of entering into over-the-counter commodity swaps with CIT and/or (ii) by BNP Paribas Commodity Futures, Inc. (“CFI”) on an uncommitted basis for the purpose of entering into futures contracts with CFI. Any facility made available by CIT or CFI to the Obligor would be subject, among other things, to documentation and such terms and conditions as are approved by CIT and CFI, respectively. The Obligor acknowledges that all amounts due by the Obligor to CIT and/or CFI under such facilities will be secured by all “Collateral” under all of the Security Documents under this Uncommitted Facility Letter and the Obligor acknowledges that all amounts due from CIT and/or CFI to the Obligor and all property of the Obligor held by CIT and/or CFI shall secure all the obligations of the Obligor to the Bank (including CIT) and to CFI. The Obligor acknowledges that unless otherwise expressly agreed to in writing by CIT or CFI, as the case may be, none of such “Collateral” shall satisfy or be deemed to satisfy any obligation of the Obligor to CIT or CFI to provide margin or other payment or to deliver credit support, posted collateral or similar security under the terms of any ISDA Master Agreement, Credit Support Annex or similar agreement between CIT and Obligor (collectively the “CIT ISDA Documents”) or any Customer Agreement or similar agreement with CFI (collectively, “CFI Futures Documents”) except for cash or other property delivered by Obligor specifically in satisfaction of such obligation under the terms of the relevant CIT ISDA Documents or the CFI Futures Documents, as the case may be. The Obligor further acknowledges that CFI (and for the avoidance of doubt, CIT) is entitled to benefit from the provisions of the preceding sentences, notwithstanding that it is not a party hereto.

Notification of the Bank’s security interest in and assignment of all amounts due or to become due (including the proceeds) under all sales contracts shall be accomplished by the following means:

The Obligor shall notify all account debtors of such assignment in writing and to give irrevocable instructions to pay proceeds without offset or counterclaim to the deposit account identified in the notification

Amyris Fuels, Inc has irrevocably assigned all of its right, title and interest (but not its obligations) to receive all amounts due or to become due (including all proceeds) under this contract to BNP Paribas. You are hereby directed to make payment, without offset, counterclaim or deduction, by wire transfer of immediately available funds to:

[*]

ABA No. [*]

For Further Credit to: Amyris Fuels, Inc.

A/C No: [*]

In the event of payment by ACH debit or check for the Obligor, all invoices to buyer to include the following notification language (with such invoice providing payment the account identified in the notification immediately above):

“A security interest in, and an assignment of proceeds from, this transaction have been granted to BNP Paribas. This is our irrevocable instruction for you to pay the full amount of our invoice, without offset, deduction or counterclaim, according to the instructions on this invoice.”

The Bank may at its sole discretion additionally notify account debtors of the assignment of amounts due or to become due. To accomplish this, Bank may require payment undertakings from the account debtors from time to time.

Notifications of the assignment of proceeds of letters of credit shall be discretionary and at the option of the Bank and shall be in form and substance satisfactory to the Bank. In such case, Obligor to notify issuing bank in writing of the assignment of proceeds and give irrevocable instructions to pay proceeds without offset or counterclaim to the Collection Account and issuing bank to agree in writing to the foregoing and Obligor or issuing bank to deliver the original of the letter of credit to the Bank.

Notification of the Bank’s security interest in inventory (in form and substance satisfactory to the Bank) to be sent to and (if reasonably required by the Bank) acknowledged by warehouses and other third party storage locations.

At all times, the Obligor shall maintain a financial condition satisfactory to the Bank, in its sole discretion, characterized by, but not limited to, satisfying the following financial guidelines (“Financial Guidelines”):

a)     Minimum Tangible Net Worth of $7,500,000 (of which no less than $2,000,000 shall be in the form of equity). “Tangible Net Worth” means tangible net worth according to Generally Accepted Accounting Principles as used

Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

in the U.S. consistently applied (“GAAP”) adjusted on a Economic Basis plus debt subordinated on terms satisfactory to the Bank, less any goodwill and any other intangible assets and less any amounts owing to the Obligor from its shareholder(s) or other affiliates.

b)     Minimum Tangible Working Capital of $7,500,000. “Tangible Working Capital” means current tangible assets according to GAAP adjusted on a Economic Basis (but not including as assets any amounts owing to the Obligor from its shareholders or any other affiliates) less current liabilities according to GAAP.

c)     Maximum Leverage Ratio of 6:1. “Maximum Leverage Ratio” means total liabilities (including contingent liabilities, other than Letters of Credit issued under this uncommitted guidance facility) according to GAAP (excluding debt subordinated on terms satisfactory to the Bank), divided by Tangible Net Worth, both nominator and denominator being adjusted to on an Economic Basis.

“Economic Basis” means the calculation of financial accounting terms using mark to market of certain assets and liabilities as if the accounting standards of the Emerging Issues Task Force (EITF) under EITF-98-10 (accounting for contracts involved in energy trading and risk management activities) still applied.

Quarterly Stop Loss Limit: $1,000,000 within any calendar quarter. Upon reaching or breaching such Quarterly Stop Loss Limit, Obligor shall immediately notify its Risk Committee (as defined in the Obligor’s Risk Policy dated May 28, 2008 and amended from time to time) and the Bank. Obligor shall further provide a written explanation to the Bank of the Risk Committee’s recommended and implemented actions within 3 days of a Quarterly Stop Loss Limit breach.

Yearly Stop Loss Limit: $3,000,000 within any calendar year. Upon reaching or breaching such Yearly Stop Loss Limit, Obligor shall immediately notify the Bank and reduce net exposure to zero as quickly as reasonably practicable.

a)     Documentation requirements of Letters of Credit to include third party documentation whenever possible.

b)     Payments made to suppliers under outstanding Letters of Credit will be made through the Bank by wire transfer with reference to the corresponding Letters of Credit to facilitate the reduction/cancellation of the Letters of Credit.

a)     The Obligor to provide the Bank with monthly management financial statements within 45 days from month-end prepared in accordance with GAAP and in a format reasonably acceptable to the Bank together with a certificate in the form of Exhibit B (a “Compliance Certificate”) demonstrating compliance with the Financial Guidelines and written briefing on any material late receivables, material contract disputes or other material impairment in the value of the Obligor’s assets.

b)     The Obligor to provide the Bank with Amyris Biotechnologies, Inc.’s –annual audited financial statements and Obligor’s consolidating financial statements prepared by an independent auditor of national recognition that is reasonably acceptable to the Bank and in accordance with GAAP within 180 days of the Obligor’s fiscal year-end together with a Compliance Certificate of the Obligor demonstrating compliance with the Financial Guidelines.

c)     The Obligor to provide on a weekly basis on the third business day of each week, a comprehensive marked-to-market report as of the previous Friday of Obligor’s Product purchase and sale positions (including trading positions) in a format reasonably acceptable to the Bank. Such report shall include all positions for all current and future time periods and cover all instruments that create either an obligation to purchase or sell Product or that generate price exposure. The instruments shall include, but not be limited to, contracts for spot and future deliveries of Product, exchanges, derivatives (including, but not limited to swaps and options) and futures contracts.

d)     The Obligor to provide the Bank with such additional written or other information as the Bank may reasonably request from time to time and in a format reasonably acceptable to the Bank, including without limitation, Obligor’s trading book and report of Obligor’s trading positions.

e)     For the purpose of receiving all payments in respect of accounts receivable, the Obligor shall establish and maintain (in the name of the Obligor) the Collections Account with the Bank, or if not the Bank, with a third party bank reasonably acceptable to the Bank and subject to a pledge of deposit agreement satisfactory to the Bank, which pledge of deposit agreement shall also provide for the Collections Account to be a locked account to which only deposits may be made and, other than a daily cash sweep of all funds from such Collections Account into an account of the Obligor at the Bank, no withdrawals shall be permitted.

f)      The Bank reserves the right for a representative or designee of the Bank to audit Obligor’s reports, records and assets at any time and

from time to time at the Bank’s discretion. Without limiting the foregoing, the Bank may periodically review the Obligor’s internal controls, risk management practices and trading book. Any reasonable out-of-pocket expenses or fees associated with one such audit per calendar year will be for the account of the Obligor, except that after the occurrence of any default hereunder, all reasonable out-of-pocket expenses of fees for such audits and reviews without limitation will be for the account of the Obligor.

g)   All out-of-pocket expenses related to this uncommitted facility, including but not limited to UCC charges, audit and review charges, lock-box fees (if applicable), custody fees and other bank service fees and reasonable legal fees (including those of Bank’s in-house counsel), will be for the account of the Obligor and may be charged to any of the Obligor’s accounts at the Bank.

h)   Dividends, returns of capital, profit sharing or other similar payments may not be paid without the prior written consent of the Bank; provided however that upon giving 10 business days prior written notice to the Bank (which notice shall include the representations and calculations evidencing compliance described in clauses (i), (ii) and (iii) below), the Obligor may, once each calendar year, make a single dividend payment to the Guarantor of up to 50% of its net income (calculated in accordance with GAAP) for the prior twelve-month period so long as (i) on the date such payment is made (both before and after giving effect thereto) the Obligor is not then in default of any of its obligations hereunder and Obligor represents same, (ii) the Obligor prepares a pro forma balance sheet showing that the making of such dividend will not cause a default of any of its obligations hereunder, and (iii) the Obligor prepares a pro forma Borrowing Base showing that the making of such dividend will not cause the then outstanding Accommodations to exceed the Borrowing Base.

i)    So long as this Uncommitted Facility Letter and the other Security Documents have not been terminated, no guarantees or liens on assets shall be granted, nor shall other indebtedness be incurred by the Obligor without the prior written consent of the Bank except for Permitted Indebtedness and Permitted Liens.

j)    Obligor is not and will not make any investments in or make any loans to or become indebted or owe any other obligations to any of its shareholders or other affiliates without the prior written consent of the Bank except for debt owed by the Obligor to such affiliates and in existence at the time the Obligor executes and delivers this Uncommitted Facility Letter and that is subordinated on terms satisfactory to the Bank.

k)     The Obligor agrees to keep Bank fully informed of its condition (financial and otherwise) and the status of any litigation involving the Obligor, the Guarantor and/or shareholder or material affiliate and to promptly advise the Bank of the occurrence of any material adverse change in its business, condition (financial or otherwise) or prospects.

l)      The Obligor shall not cease to be a wholly owned subsidiary of Amyris Biotechnologies Inc. or merge or amalgamate with any other party or sell assets other than (i) sales or other dispositions of inventory in the ordinary course of business, (ii) sales or other dispositions of equipment that is worn out, damaged, surplus or obsolete in the ordinary course of business, and (iii) other immaterial sales of assets in the ordinary course of business. Notwithstanding anything else in this Agreement or the other Security Documents, upon 30 days prior written notice to the Bank, Obligor may merge into a newly formed company (anticipated to be named Amyris Fuels LLC), a Delaware limited liability company to be wholly owned and controlled by Amyris Biotechnologies Inc. Simultaneously with any such merger, such newly formed company shall acknowledge and affirm (in form and substance satisfactory to the Bank) its continued obligations hereunder.

m)    The Obligor shall continue to engage in the same type of business as it is currently engaged in on the date hereof.

n)     The Obligor shall not change its fiscal year without prior written notice to the Bank.

No Third Party

Beneficiaries:

The terms and provisions of this Uncommitted Facility Letter and any of the other Security Documents shall create no right in any person, firm or corporation other than the Obligor and the Bank and no third party shall have the right to enforce or benefit from the terms hereof or thereof.

Each of the Obligor and Guarantor agrees that the terms and provisions of this Uncommitted Facility Letter and the other Security Documents are confidential and may not be disclosed by the Obligor or the Guarantor to any other person (except as required by applicable law, regulation or judicial process) other than the Obligor’s or the Guarantor’s respective accountants, attorneys and other advisors and only in connection with the transactions contemplated by this Uncommitted Facility Letter and on a confidential basis unless specifically approved by the Bank.

The Bank agrees to maintain the confidentiality of the terms and provisions of this Uncommitted Facility Letter and the other Security Documents, except that information may be disclosed (a) to its affiliates and to its and its affiliates’ respective partners, directors, officers, employees, agents, advisors and representatives, (b) to the extent

requested by any regulatory authority purporting to have jurisdiction over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Uncommitted Facility Letter, (e) in connection with the exercise of any remedies or any action or proceeding relating to this Uncommitted Facility Letter or any other document or the enforcement of rights thereunder, (f) to any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations hereunder, (g) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Obligor and its obligations, (h) with the consent of the Obligor, (i) to the extent such information becomes publicly available or (j) as permitted under the section entitled Miscellaneous.

In the event of any conflict between any of the terms of this Uncommitted Facility Letter and any of the terms of any of the Security Documents or between any of the terms of the Security Documents, the term which gives the Bank the greater rights, as determined by the Bank in its sole discretion, shall control.

No failure on the part of Bank to exercise and no delay in exercising, and no course of dealing with respect to, any right, power, or privilege under this Uncommitted Facility Letter or any of the other Security Documents shall operate as a waiver thereof. The provisions of this Uncommitted Facility Letter and the other Security Documents may be amended only by a written instrument signed by Bank and the Obligor. Any waiver of any of the provisions hereof or thereof shall be effective only in the specific instance granted and shall not operate as a continuing waiver of any such provision.

Each of the Obligor and the Guarantor authorizes the Bank to disclose information relating to the Obligor, the Guarantor and their affiliates or the Accommodations to any of the Bank’s affiliates, any regulatory, tax, customs or judicial authority, rating agency, auditor, insurance or reinsurance broker, professional advisor, insurer, reinsurer, and as the case may be, in connection with any securitization or any other risks transfer or hedging transaction or any other transaction under which payments are to be made by reference to this Uncommitted Facility Letter or the Obligor, including, without limitation, actual or potential participants and/or assignees, or where the Bank deems such disclosure to be necessary or advisable in the carrying out of its duties, obligations, commitments or activities, or for the purpose of its assets, liabilities and risk management policies or as may be required by law, regulation or judicial process; provided in the case of disclosure to an actual or potential participant and/or assignee, such recipient shall undertakes to maintain the confidentiality of the information provided to the same

Each of Obligor and the Guarantor agrees on a joint and several basis to pay the Bank’s costs and expenses (including reasonable legal fees) in administering the uncommitted facility contemplated herein and in waiving or amending this Uncommitted Facility Letter or any of the other Security Documents or which are incurred by the Bank in connection with the enforcement or preservation of any of the Bank’s rights under this Uncommitted Facility Letter or any of the other Security Documents, including without limitation, any of such costs and expenses incurred in connection with any work-out or other restructuring of the amounts due to the Bank.

Each of Obligor and the Guarantor agrees on a joint and several basis to indemnify the Bank and its affiliates and each of the Bank’s and such affiliates’ respective directors, officers, employees, agents and controlling persons (each, an “indemnified party”) against, and to hold the Bank and such other indemnified parties harmless from, any and all losses, claims, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) incurred by or asserted against the Bank or any such indemnified parties in connection with any investigative, administrative or judicial proceeding (whether or not the Bank or any such other indemnified party is designated as a party thereto) relating to or arising out of or in any way connected with, or as a result of, this Uncommitted Facility Letter, any other Security Document, or any agreement contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Accommodation or the use of the proceeds of any Accommodation by the Obligor, provided however that this indemnity shall not, as to any indemnified party apply to any such losses, claims, damages, liabilities, costs or expenses, to the extent caused by the gross negligence or the willful misconduct of such indemnified party. The provisions of this paragraph shall survive the repayment of the Accommodations and the termination of this Uncommitted Facility Letter.

This Uncommitted Facility Letter and the other Security Documents shall be binding upon the parties hereto and each of their permitted successors and permitted assigns. The Obligor may not assign any rights or delegate any obligations hereunder or thereunder without the Bank’s prior written consent and any purported assignment or delegation by the Obligor without such consent shall be null and void. The Bank may, at any time, without the consent of, or prior notice to, the Obligor, assign to one or more financial institutions or other persons all or a portion of its interest in any Accommodations under this Uncommitted Facility Letter and the other Security Documents.

This Uncommitted Facility Letter may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Uncommitted Facility Letter and the other Security Documents constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Delivery of an executed counterpart of a signature page of this Uncommitted Facility Letter by telecopy shall be effective as delivery of a manually executed counterpart of this Uncommitted Facility Letter.

To the fullest extent permitted by applicable law, the Obligor and the Guarantor shall not assert, and hereby waives, any claim against the Bank, its affiliates and any of the Bank’s and any such affiliate’s directors, officers, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Uncommitted Facility Letter, any other Security Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby, any Accommodation or the use of the proceeds thereof.

THIS UNCOMMITTED FACILITY LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH NEW YORK LAW. BY ITS EXECUTION HEREOF EACH OF THE OBLIGOR AND GUARANTOR HEREBY SUBMITS TO THIS JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND FEDERAL COURTS SITTING IN NEW YORK, NEW YORK IN ANY ACTION, MATTER OR PROCEEDING RELATING HERETO.

WAIVER OF

JURY TRIAL:

EACH OF THE OBLIGOR AND GUARANTOR AND THE BANK HEREBY WAIVES ITS RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS UNCOMMITTED FACILITY LETTER.

The Bank hereby notifies the Obligor that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) as the same may be amended from time to time) (the “Act”), it is required to obtain, verify and record information that identifies the Obligor, which information includes the name and address of the Obligor and other information that will allow the Bank to identify the Obligor in accordance with the Act. The Obligor shall, and shall cause each of its subsidiaries and affiliates to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably

/s/ Christine Dirringer

/s/ Jordan Nenoff

Christine Dirringer

Jordan Nenoff

/s/ Jeryl Hilleman

/s/ Jeryl Hilleman

Such account (x) is for an amount of less than $250,000 singly or in the aggregate when combined with any amounts owing to the Obligor by the same account debtor, or (y) if for an amount in excess of $250,000 singly or in the aggregate either (1) the Bank has, in its sole discretion, specifically approved a credit limit for such account debtor in excess of $250,000, or (2) is secured by a Supporting Letter of Credit;

The Obligor has lawful and absolute title to such account;

Such account is a valid, legally enforceable obligation of the account debtor who is obligated under such account for goods actually delivered to such account debtor in the ordinary course of the Obligor’s business;

Such account shall have excluded any portion that is subject to any dispute, offset, netting arrangement, counterclaim or other claim or defense on the part of the account debtor or to any claim on the part of the account debtor denying liability under such account; provided, however, that in the event that the portion that is subject to any such dispute, offset, netting arrangement, counterclaim or other claim or defense is secured with a Supporting Letter of Credit, such portion secured by the Supporting Letter of Credit will not be excluded;

Such account is not evidenced by any chattel paper, promissory note or other instrument;

Such account is subject to a perfected first and exclusive priority security interest (or properly filed and acknowledged assignment, in the case of U.S. government contracts, if any) in favor of the Bank pursuant to the Security Documents, and such account is not subject any security interest or lien in favor of any party other than the Bank;

Such account shall have excluded any portion which is not payable in U.S. dollars;

Such account (i) is not past due by more than 15 days from the original due date of the same and (ii) has nor been outstanding for more than 30 days from the date of original invoice, in each case which invoice has been issued and delivered promptly according to the Obligor’s customary business practices and as to which no extension or indulgence has been granted extending the due date;

Such account complies with all applicable laws and regulations;

The account debtor and/or any other party, which may be liable thereon, are not subject to any bankruptcy or similar proceeding;

At the time of the sale the account debtor is not in default on more than 10% on any prior account to the Obligor by more than 15 days from the original due date and the Obligor has no other reason to anticipate that any such prior account or newly arising account of such account debtor will not be paid when due;

The Bank, in its sole judgment, does not believe that collection of such account is insecure or that such account may not be paid by reason of the account debtor’s financial inability to pay;

No account debtor is an affiliate of the Obligor, or does not have a place of business in the U.S., unless such account debtor is approved by the Bank; and

Such account has not otherwise been determined by the Bank, in its sole discretion, not to be eligible.

The Obligor has lawful and absolute title to such inventory (or in case of commingled inventory to a portion of the fungible mass) free and clear of all security interests, liens or other encumbrances in favor of third parties, other than those in favor of the Bank under the Security Documents and those arising under clause (ii) of the definition of Permitted Liens;

The inventory has not been identified to deliveries with the result that a purchaser may have rights to the inventory that could be superior to the Bank’s security interest, nor shall such inventory have become subject of a purchaser’s or prospective purchaser’s ownership or lien;

Such inventory, if in transit, is in transit in the U.S. under the management and control of the Obligor or is in a pipeline or other means of delivery acceptable to the Bank owned, managed, or otherwise controlled by a third party carrier acceptable to the Bank and such third party carrier has been notified of the Bank’s security interest;

If such inventory is in a storage facility, the Obligor has notified the storage facility, in a format acceptable to the Bank, of the Bank’s security interest. If a storage facility issues negotiable documents of title, such documents shall be issued to the order of, and delivered to, the Bank. If a storage facility issues non-negotiable documents, such documents shall be issued in the name of the Bank.

The inventory (or in case of commingled inventory the applicable a portion of the fungible mass) is subject to a perfected security interest in favor of the Bank pursuant to the Security Documents; and

Such inventory has not otherwise been determined, in the sole discretion of the Bank, to be ineligible.