FIRST MODIFICATION TO CREDIT AGREEMENT WITH MODIFICATIONS TO THE CASH COLLATERAL ACCOUNT AGREEMENT

Exhibit 10.11

FIRST MODIFICATION TO CREDIT AGREEMENT

THIS FIRST MODIFICATION AGREEMENT (this “ Agreement ”) is entered into as of November 14, 2008 by and between COMERICA BANK , a Texas banking corporation (“ Lender ”), and RENEGY HOLDINGS, INC ., a Delaware corporation (the “ Borrower ”). Robert Merrill Worsley (“ RMW ”) , Christi Marie Worsley (“ CMW ”) , The Robert Merrill Worsley and Christi Marie Worsley Family Revocable Trust, dated July 28, 1998 (“ Trust ”) , NZ Legacy, LLC, an Arizona limited liability company (“ NZ Legacy ”), and New Mexico & Arizona Land Company, LLC, an Arizona limited liability company (“ NMAL ”) (RMW, CMW, Trust, NZ Legacy and NMAL are also referred to individually and collectively as the “ Guarantor ” and together with Borrower the “ Credit Parties" ) are joining in the execution and delivery of this Agreement to evidence its acknowledgment of, consent to, and agreement with, the terms and conditions of this Agreement and the representations, warranties and obligations of Guarantor under this Agreement.

PRELIMINARY STATEMENTS

A. Lender has extended to Borrower a non revolving line of credit facility in the principal amount not to exceed $6,200,000.00 (the “ NRLC ”), pursuant to the terms and conditions set forth in the Credit Agreement dated March 28, 2008 (the “ Credit Agreement ”), and secured by the deeds of trust set forth on Schedule A attached hereto and incorporated by this reference, the Credit Documents, Note, Cash Collateral Account Agreement, and other documents related to the transactions contemplated therein (collectively the “ Loan Documents ”). To induce the Lender modify the Loan Documents as set forth in this Agreement, NZ Legacy and NMAL have agreed, contemporaneously with the execution of this Agreement, to execute and deliver secured guaranties from each of NZ Legacy and NMAL in favor of Lender. Each Guarantor has guaranteed certain obligations of Borrower with respect to the Loan Documents pursuant to the guaranty executed by each Guarantor in favor and for the benefit of Lender as and to the extent set forth in the Guaranty. The term “Loan Documents” shall hereafter include such Guaranty (as defined in the Credit Agreement as modified by this Agreement). Capitalized terms not otherwise defined herein shall have the meaning ascribed to such capitalized terms in the Credit Agreement.

B. Borrower and Guarantors (collectively, the “ Credit Parties ”) have requested that Lender agree to suspend Borrowers’ obligations under Section 9.23 of the Credit Agreement for the period specified below and that certain other modifications be made to the Credit Agreement as provided herein.

C. Lender is willing to agree to such request on the terms and conditions set forth in this Agreement.

AGREEMENT

For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:

1. The Credit Agreement is hereby modified as follows:

“ Base Rate ” means the rate per annum equal to the sum of the Prime Rate plus 300 basis points.

“ Guaranty ” means collectively (i) the Secured Guaranty dated March 28, 2008 executed and delivered by (1) Robert Merrill Worsley, a married man, (2) Christi Marie Worsley, a married woman, and (3) the Robert Merrill Worsley and Christi Marie Worsley Family Revocable Trust, dated July 28, 1998, in favor and for the benefit of Lender; (ii) the secured guaranty dated of even date herewith executed and delivered by NZ Legacy, LLC, a limited liability company, in favor and for and for the benefit of Lender; and (iii) the secured guaranty dated of even date herewith executed and delivered by New Mexico and Arizona Land Company, LLC, an Arizona limited liability company, in favor and for the benefit of Lender.

“ LIBOR ” means, for any day, a per annum interest rate which is equal to the quotient of the following:

(a) for any day, the per annum rate of interest determined on the basis of the rate for deposits in United States Dollars for a period equal to one (1) month, appearing on Page BBAM of the Bloomberg Financial Markets Information Service as of 8:00 a.m. (Arizona time) (or as soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business Day. In the event that such rate does not appear on Page BBAM of the Bloomberg Financial Markets Information Service (or otherwise on such Service) on any day, LIBOR for such day shall be determined by reference to such other publicly available service for displaying eurodollar rates as may be agreed upon by Lender and Borrower, or, in the absence of such agreement, LIBOR for such day shall, instead, be determined based upon the average of the rates at which Lender is offered dollar deposits at or about 8:00 a.m. (Arizona time) (or soon thereafter as practical), on such day, or if such day is not a Business Day, on the immediately preceding Business Day, in the interLender eurodollar market in an amount comparable to the principal amount of the Loan for a period of one (1) month;

divided by

(b) a percentage (expressed as a decimal) equal to 1.00 minus the maximum rate on such day at which Lender is required to maintain reserves on “Euro-currency Liabilities” as defined in and pursuant to Regulation D of the Board of Governors of the Federal Reserve System or, if such regulation or definition is modified, and as long as Lender is required to maintain reserves against a category of liabilities which includes eurodollar deposits or includes a category of assets which includes eurodollar loans, the rate at which such reserves are required to be maintained on such category.

“ Daily Adjusting LIBOR Rate ” means, for any day, a per annum interest rate which is equal to the sum of LIBOR plus 425 basis points.

“ LIBOR Lending Office ” means Lender’s office located in the Cayman Islands, British West Indies, or such other branch of Lender, domestic or foreign, as it may hereafter designate as its LIBOR Lending Office by notice to the Borrower.

(a) Interest shall accrue on the unpaid principal of the Loan at the Daily Adjusting Libor Rate, except during any period of time during which, in accordance with the terms and conditions of this Credit Agreement, the Indebtedness evidenced by the NRLC Note shall bear interest at the Base Rate.

(i) If, at any time, Lender determines that, (a) Lender is unable to determine or ascertain the Daily Adjusting Libor Rate, or (b) by reason of circumstances affecting the foreign exchange and interLender markets generally, deposits in eurodollars in the applicable amounts or for the relative maturities are not being offered to Lender, or (c) the Daily Adjusting Libor Rate will not accurately or fairly cover or reflect the cost to Lender of maintaining any of the Indebtedness under the NRLC Note at the Daily Adjusting Libor Rate, then Lender shall forthwith give notice thereof to the undersigned. Thereafter, beginning on the first day after the end of the then applicable LIBOR Interest Period and continuing until Lender notifies the Borrower that such conditions or circumstances no longer exist the Base Rate shall be the applicable interest rate for all Indebtedness under the NRLC Note during such period of time.

(ii) If, after the date hereof, the introduction of, or any change in, any applicable law, rule or regulation or in the interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by Lender (or its LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such authority, shall make it unlaw