Common use of Conditions Clause in Contracts

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch Term Loan Increase Effective Date; provided that: (ai) The Company Registration Statement: (xthe condition set forth in Section 6.2(c) shall be effective satisfied (except as to all Shares, not subject to any threatened or actual stop order and otherwise set forth in the applicable Increase Term Joinder); (yii) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Each of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the date execution of this Agreement and each Settlement Date, as if first made and restated on each such date.the relevant definitive acquisition agreement; and (div) The Company the Borrower shall have issued deliver or cause to be delivered a press release duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably acceptable to requested by the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Administrative Agent in connection with any such press release by 8:30 a.m. (New York time) on May 9, 2003transaction. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Revolving Commitment shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch Revolving Commitment Increase Effective Date; provided that: (ai) The Company Registration Statement: (xthe condition set forth in Section 6.2(c) shall be effective satisfied (except as to all Shares, not subject to any threatened or actual stop order and otherwise set forth in the applicable Increase Revolving Joinder); (yii) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Each of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the date execution of this Agreement and each Settlement Date, as if first made and restated on each such date.the relevant definitive acquisition agreement; and (div) The Company the Borrower shall have issued deliver or cause to be delivered a press release duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably acceptable to requested by the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Administrative Agent in connection with any such press release by 8:30 a.m. (New York time) on May 9, 2003transaction. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation (i) As a condition precedent to each Revolving Credit Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Purchaser Borrower and, if reasonably determined by the Administrative Agent to purchase and ---------- acquire Shares be necessary or desirable under this Agreement is subject applicable Requirements of Law with respect to the fulfillment Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (or waiver A) certifying and attaching the resolutions adopted by the PurchaserBorrower or such Guarantor approving or consenting to such Revolving Credit Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Revolving Credit Increase and the use of proceeds thereof) with each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order financial covenants contained in Section 7.16 and (y3) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Borrower and each other Loan Party contained in this Agreement shall be Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Revolving Credit Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of this Agreement such increase there are any Revolving Credit Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from such Revolving Credit Increase, and each Settlement Date, the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Lenders as if first made and restated on each such datepayments were effected by prepayments of Revolving Credit Loans. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligation of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (at or waiver by prior to the Purchaser) of each Closing Date of the following conditions: (a) The Company Registration Statement: (x) This Agreement and the transactions contemplated hereby shall be effective as to all Shareshave been approved in the manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, not subject to respectively, and by applicable law or by applicable regulations of any threatened stock exchange or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make other regulatory body by the statements therein, in light holders of the circumstances under which they were made, not misleadingAIP Common Shares and RELP Interests entitled to vote thereon. (b) The Company Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have secured been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) AIP shall have obtained the approval for the listing of the AIP Common Shares issuable in the Merger on the Nasdaq SmallCap Market (NYSE, subject to official notice of issuance). (ce) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time. 27 8.2 Conditions to Obligations of RELP to Effect the Merger. The obligation of RELP to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by RELP: (a) AIP shall have performed its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Company made AIP contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, and on RELP shall have received a certificate of the President or an Executive or Senior Vice President of AIP, dated the Closing Date, certifying to such effect. (b) RELP shall have received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and approved by RELP, dated the Closing Date, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and that RELP and AIP will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering its opinion, said counsel shall be entitled to rely as to any factual matter upon certificates given by executive officers of RELP and AIP and shall be entitled to assume that the covenants of AIP pursuant to Section 7.15 shall be fully complied with. (c) From the date of this the Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of AIP and each Settlement Dateits Subsidiaries, taken as if first made a whole, that would have or would be reasonably likely to have an AIP Material Adverse Effect other than any such change that affects both RELP and restated on each such dateAIP in a substantially similar manner. (d) The Company shall have issued opinion of Houl▇▇▇▇ ▇▇▇ressed to RELP that the Purchase Price is fair, from a press release reasonably acceptable financial point of view, to the Purchaser, disclosing the existence partners of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company RELP shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003been withdrawn or materially modified. (e) There RELP shall be no litigationhave received the opinion of Liddell, investigationSapp ▇▇ another recognized law firm selected by AIP and approved by RELP, inquiry or proceeding pending or threatened in writing (including without limitation with dated the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Closing Date, the Company shall file with the Commission a prospectus supplement as to the Company Registration Statementsuch customary matters as RELP may reasonably request, in agreed form, in order such opinion to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")be reasonably satisfactory to RELP.

Conditions. The obligation of GMAC shall be permitted to designate, and the Purchaser shall be permitted to purchase and ---------- acquire Shares under this Agreement is subject to accept the fulfillment (or waiver by the Purchaserdesignation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditionsconditions on or prior to the related Addition Date: (ai) The Company Registration Statement: GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (xii) GMAC shall be effective as have delivered to all Shares, not subject to any threatened or actual stop order the Purchaser a duly executed written assignment in substantially the form of Exhibit C and (y) will not contain any untrue statement of material fact or omit to state any material fact the list required to be stated therein or necessary delivered pursuant to make Section 7.02(d); (iii) GMAC shall have agreed to deliver to the statements thereinPurchaser, for deposit in light the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the circumstances under which they were madeAddition Date, not misleading.neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (bv) The Company the Schedule of Accounts shall have secured been amended to reflect such Additional Accounts and the listing Schedule of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement Accounts as so amended shall be true and correct as of and on each the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the date of this Trust Sale and Servicing Agreement and each Settlement Date, as if first made and restated on each such date.shall have been satisfied; and (dviii) The Company GMAC shall have issued a press release reasonably acceptable delivered to the Purchaser, disclosing Purchaser an Opinion of Counsel of GMAC substantially in the existence form of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").Exhibit D.

Conditions. The obligation Subject to the provisions of the Purchaser to purchase and ---------- acquire Shares immediately following sentence, the Holder’s obligations under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence Section 1 of this Agreement and the material Company’s acceptance of any Notes exchanged by the Holder and issuance of New Notes in the Private Placement shall be subject to consummation of the exchange offer contemplated by the Exchange and Tender Offer and the Private Placement consistent with the terms hereofand subject to the conditions set forth in the Term Sheet and the Private Placement Term Sheet, as applicable, and this Agreement and on terms and conditions reasonably acceptable to the Holder and the Company; provided that any amendment, modification or waiver of any terms or conditions of the Exchange and Tender Offer, the Private Placement or any other Transaction Document shall be reasonably acceptable to the Company and the Holder. The Purchaser may terminate its obligation Holder’s obligations under Section 1 with respect to acquire Shares the Private Placement are contingent on the approval of the Company’s senior lenders under this that certain Revolving Credit and Security Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9dated as of September 16, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to 2011 among the Company, each other borrower thereunder, the lenders party thereto and PNC Bank National Association, as agent for the lenders (the “Credit Agreement” and the “Credit Agreement Consent”). The Company and the Holder acknowledge and agree that could reasonably be expected notwithstanding any provision of the Term Sheet, the Private Placement Term Sheet or this Agreement to result in a material the contrary, the Holder’s exchange of the Holder’s Notes for New Notes and adverse effect the Company’s acceptance thereof (the “Holder’s Notes Exchange Obligation”) is not contingent on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale consummation of the Shares issued hereunder (tender offer contemplated by the "SUPPLEMENT")Exchange and Tender Offer or the consummation of the Private Placement.

Conditions. The obligation Notwithstanding anything to the contrary set forth herein, a Holder will not be required to comply with Section 3.2 above in connection with any proposed Sale of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to Company (the fulfillment (or waiver by the Purchaser) of each of the following conditions“Proposed Sale”), unless: (a) The such Holder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the Proposed Sale, other than the Company Registration Statement: (x) shall except to the extent that funds may be effective as paid out of an escrow established to cover breach of representations, warranties and covenants provided by all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.stockholders; (b) The Company liability shall have secured be limited to such Holder’s applicable share (determined based on the listing respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Shares on Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the Nasdaq SmallCap Market (subject amount of consideration otherwise payable to official notice of issuance).such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; (c) The representations and warranties upon the consummation of the Company made in this Agreement Proposed Sale, unless waived pursuant to the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Series A Preferred Stock and Common Stock shall be true allocated among the holders of Series A Preferred Stock and correct Common Stock on the basis of the relative liquidation preferences to which the holders of the Series A Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Section 3.3(b), if the consideration to be paid in exchange for the Shares held by the Holder, as applicable, pursuant to this Section 3.3(b) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of and on each such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of the Shares held by the Holder, as applicable, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Holder would otherwise receive as of the date of this Agreement and each Settlement Datethe issuance of such securities in exchange for the Shares held by the Holder, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").applicable;

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver i) The Administrative Agent shall have received a Borrowing Request as required by the PurchaserSection 2.03; (ii) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by the Company made Borrower set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects on and as of Increase Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and, to the extent such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); provided, that, in the case of Incremental Term Loans incurred to make an acquisition or other investment permitted to be made hereunder, such representations and warranties to be made on each of the date of this Agreement Increase Effective Date shall be limited to the Specified Representations and each Settlement Date, the “acquisition agreement representations” (or similar representations) conformed as if first made and restated on each appropriate for such date.transaction; (diii) The Company no Default (or, in the case of Incremental Term Loans incurred to make an acquisition or other investment permitted hereunder no Event of Default described in Section 7.01(a), (b), (h) or (i)) shall have issued a press release reasonably acceptable occurred and be continuing or would result from the borrowings to be made on the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Increase Effective Date; and (eiv) There the Borrower shall deliver or cause to be no litigation, investigation, inquiry delivered any legal opinions or proceeding pending or threatened other documents reasonably requested by the Administrative Agent in writing (including without limitation connection with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserany such transaction. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective, as of such Increase Effective Date; provided that: (i) no Event of Default shall have occurred and be continuing at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the foregoing condition shall not be required to be satisfied and instead no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h) shall have occurred and be continuing on the LCT Test Date; (ii) the proceeds of the Purchaser Incremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iii) the Borrower shall deliver or cause to purchase be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and ---------- acquire Shares under this Agreement is integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities shall be secured on a pari passu basis with the Term Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; (vi) subject to customary “SunGard” limitations (to the fulfillment (or waiver extent agreed to by the Purchaser) Lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Transaction), each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement such credit extension (or, subject to Section 1.06, on the LCT Test Date) with the same effect as though made on and each Settlement Dateas of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date; and (vii) solely with respect to any Incremental Facility incurred in reliance on clause (ii) of the definition of Maximum Incremental Facilities Amount (and for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Subsidiaries shall be, on a Pro Forma Basis, in compliance with Section 6.08; provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall be determined instead on a Pro Forma Basis on the LCT Test Date as if first made and restated the Limited Condition Transaction had occurred on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.1.2 unless, after giving effect to such Incremental Facility, the Loans to be made thereunder, and the application of the Purchaser proceeds therefrom (but without giving effect to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each any netting of the following conditions:proceeds thereof): (ai) The Company Registration Statement: after giving pro forma effect to such Incremental Facility and the use of proceeds thereof (xand assuming, in the case of an Incremental Facility, that the entire amount of such increase is funded) shall be on the effective as to all Sharesdate thereof and other pro forma adjustments (including any related acquisitions, not subject to any threatened or actual stop order dispositions, incurrence and (y) will not contain any untrue statement repayment of material fact or omit to state any material fact required indebtedness and other transactions to be stated therein agreed), (1) no Default or necessary to make Event of Default shall exist at the statements thereintime of incurrence of such Incremental Facility, in light of (2) the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by the Company made Loan Parties in this Agreement the Loan Documents shall be true and correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) after giving effect to such Incremental Facility (unless such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and on each correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such earlier date) and (3) the Borrowers are in compliance with the financial covenants set forth in Section 11.12 as of the date last day of this Agreement and each Settlement Date, as if first made and restated on each such date.the most recently ended twelve fiscal month period for which financial statements have been delivered; (dii) The Company the aggregate amount of all Incremental Facilities shall not exceed the Incremental Cap; (iii) the proceeds of any Incremental Facility shall be used solely for Permitted Acquisitions as expressly permitted by the existing Lenders; (iv) each Incremental Facility shall be on the same terms as those applicable to the existing Term Loans; and (v) the Administrative Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligation of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (at or waiver by prior to the Purchaser) of each Closing Date of the following conditions: (a) The Company Registration Statement: (x) This Agreement and the transactions contemplated hereby shall be effective as to all Shareshave been approved in the manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, not subject to respectively, and by applicable law or by applicable regulations of any threatened stock exchange or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make other regulatory body by the statements therein, in light holders of the circumstances under which they were made, not misleadingAIP Common Shares and RELP Interests entitled to vote thereon. (b) The Company Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have secured been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) AIP shall have obtained the approval for the listing of the AIP Common Shares issuable in the Merger on the Nasdaq SmallCap Market (NYSE, subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigationAll consents, investigationauthorizations, inquiry orders and approvals of (or proceeding pending filings or threatened registrations with) any governmental commission, board, other regulatory body or third parties required in writing (including without limitation connection with the Commissionexecution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Nasdaq Stock MarketMerger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in registration would not have a material and adverse effect on the Companybusiness, its business results of operations or its prospects or impose liability upon financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the PurchaserEffective Time. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The In addition to being subject to the satisfaction of the conditions contained in Section 5.2 hereof, the obligation of the Purchaser Issuing Bank to purchase and ---------- acquire Shares under this Agreement issue any Facility Letter of Credit is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction in full of the following conditions: (a) The Company Registration Statement: the Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe such documents and materials as may be reasonably required pursuant to the terms of the proposed Facility Letter of Credit (xit being understood that if any inconsistency exists between such documents and the Loan Documents, the terms of the Loan Documents shall control) and the proposed Facility Letter of Credit shall be effective reasonably satisfactory to the Issuing Bank as to all Shares, not subject to any threatened or actual stop order form and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.content; (b) The Company as of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter of Credit in particular, provided, in such event, the Borrower shall have secured the listing right to select an alternate Issuing Bank which shall be one of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).Lenders; (c) The representations and warranties of the Company made in this Agreement there shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.not exist any Default or Unmatured Default; and (d) The Company the Borrower shall have issued a press release reasonably acceptable paid those portions of the Facility Letter of Credit Fee referred to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) Section 3.8 hereof that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect are due on the Company, its business or its prospects or impose liability upon the PurchaserIssuance Date. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation transfer of the Purchaser to purchase Farmout Interest and ---------- acquire Shares under this Agreement the Operatorship is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (i) the Parties having obtained the Consent; (ii) the Parties having obtained the written consent of the Competition Authority of Kenya to the transfer of the Farmout Interest and the Operatorship; (iii) the EIA Project Report having been approved by NEMA and written evidence of such approval having been received by ERHC and provided to CEPSA; (iv) the Farmor having provided the Farmee with a full and complete copy of the Deed of Novation; and (v) the Farmor having obtained from the Government and provided to the Farmee either: (a) The Company Registration Statement: a letter addressed to ERHC from the Government providing that the Contract is in full force and effect and that there has been no breach of applicable Kenyan Laws/Regulations resulting from the Contract having been in the name of a non-Kenyan registered entity prior to the Contract Transfer or, alternatively, if such breach of applicable Kenyan Laws/Regulations is outstanding that (x1) the breach can be remedied or (2) that the Government will waive any further rights of enforcement with regard to such breach; or (b) a Certificate of Compliance from the Government confirming that as of the date of the Agreement the Farmor has complied with all applicable Kenyan Laws/Regulations with regard to the Contract and that there is no outstanding breach thereof, provided that any such document obtained by the Farmor shall be reasonably satisfactory to CEPSA, with CEPSA acting reasonably at all times, with each of the above being a “Condition” and together being the “Conditions”. Subject to such terms, conditions, and obligations herein as are contingent upon the fulfillment of the Conditions, this Agreement and all the obligations of the Parties hereunder shall be effective as from the Effective Date, including but not limited to all Shares, not subject (a) the Farmor’s obligation to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make proceed with the statements therein, in light transfer of the circumstances under which they were made, not misleading. Farmout Interest and the Operatorship and (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its Farmee’s obligation to acquire Shares under this Agreement if pay the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Past Costs and Attributable Costs as provided herein. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The In addition to being subject to the satisfaction of the conditions contained in Sections 5.1 and 5.2, the obligation of the Purchaser an Issuing Bank to purchase and ---------- acquire Shares under this Agreement issue any Letter of Credit is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction in full of the following conditions: (aA) The Company Registration Statement: the applicable Borrower shall have delivered to the applicable Issuing Bank (xand, if the Issuing Bank is a Lender other than ▇▇▇▇▇ Fargo, with a copy to the Administrative Agent) at such times and in such manner as such Issuing Bank may reasonably prescribe, a request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a “Request For Letter of Credit”), duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the “L/C Documents”), and the proposed Letter of Credit shall be effective reasonably satisfactory to such Issuing Bank as to form and content; it being agreed that any Letter of Credit application submitted by the Company through any Issuing Bank’s approved internet portal or approved electronic intake system shall be deemed to meet all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.requirements of this Section 3.4(A) with no further action being required by the applicable Borrower; and (bB) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and each Settlement Dateno law, as if first made rule or regulation applicable to such Issuing Bank and restated on each no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such dateIssuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit. (dC) The Company shall have issued a press release reasonably acceptable to In the Purchaser, disclosing event of any conflict between the existence terms of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under of any application for a Letter of Credit, the terms of this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003control. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The effectiveness of the consents contained in Section 1 hereof, the obligation of Administrative Agent to deliver the Purchaser Partnership Release pursuant to purchase Section 2 hereof and ---------- acquire Shares under this the effectiveness of the amendments to the Credit Agreement is contained in Section 3 hereof are subject to the fulfillment (prior or waiver by the Purchaser) concurrent satisfaction of each of the following conditions: (a) The Company Registration Statement: Pubco shall have completed an initial public offering of common stock pursuant to an effective registration statement under the Securities Act of 1933 (xas amended) shall be effective as to all Shares, on a firm commitment basis in which the aggregate Net Proceeds received by Pubco are not subject to any threatened or actual stop order and less than $100,000,000 (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading“IPO”). (b) The Company Restructure shall have secured been completed substantially in accordance with the listing of the Shares Steps Plan (other than any components thereof expressly designated as “optional” on the Nasdaq SmallCap Market (subject to official notice of issuanceSteps Plan). (c) The representations and warranties Administrative Agent shall have received copies of all of the Company made material agreements, instruments and undertakings to which any of the Loan Parties are bound or by which any such Person or any of its Property is bound or affected relating to, or arising out of, the Restructure (and expressly including all modifications, amendments and supplements to the Senior Notes Documents entered into in connection with the Restructure) (the “Restructure Documents”), each of which shall be certified by the Borrower Representative as true, correct and complete. (d) Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) shall have entered into a Loan Party Joinder Agreement and Collateral Documents, and executed and delivered, or caused to be executed and delivered, to the Applicable Agents such documents, agreements and instruments (including opinions of counsel), and taken or caused to be taken all such further actions which would be required pursuant to Section 5.14(a) and (b) of the Credit Agreement if Holdings were a newly acquired or organized Subsidiary of a Loan Party, and pursuant to which Holdings will become a party to the Credit Agreement and the other Loan Documents as a Loan Party and provide security over is property and assets of the type that constitutes Collateral granted by the other Loan Parties. (e) The Partnership shall have been released in full from all of its obligations and liabilities under the Senior Notes Documents. (f) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, an amendment or joinder to the Senior Notes Intercreditor Agreement duly executed and delivered by Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) (and an acknowledgment from the parties thereto), in each case as deemed reasonably necessary by the Administrative Agent. (g) The Administrative Agent shall have received an updated perfection certificate with respect to Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) after giving effect to the Restructure. (h) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, Schedules 3.15A and 3.15B pursuant to Section 3.16 of this Amendment. (i) Each Lender shall have received such information as it shall have reasonably requested with respect to Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) and each direct or indirect parent company of Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) in order to comply with “know your customer” requirements under applicable law and such Lender’s internal policies. (j) Each representation and warranty of the Loan Parties in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects after giving effect to the Restructure and the amendments to the Credit Agreement contained in Section 3 hereof except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such earlier date. (dk) The Company No Default or Event of Default shall have issued a press release reasonably acceptable occurred which is continuing before and after giving effect to the Purchaser, disclosing the existence of this Agreement Restructure and the material terms amendments to the Credit Agreement contained in Section 3 hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (el) There Administrative Agent shall be no litigation, investigation, inquiry or proceeding pending or threatened have received a certificate from the Borrower Representative in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse form and substance satisfactory to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement Administrative Agent certifying to the Company Registration Statement, satisfaction of each condition set forth in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")this Section 6.1.

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement above stated indemnity is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions; provided, however that any failure to satisfy such conditions shall excuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (a) The Company Registration Statement: (x) shall be effective as to all SharesDISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, not subject to any threatened or actual stop order at its reasonable request and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or at iSecureTrac's expense, with the reasonable assistance, information and cooperation necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.defend against any such claim or litigation; (b) The Company DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall have secured the listing not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of the Shares fault or violation of law on the Nasdaq SmallCap Market part of DISTRIBUTOR, (subject ii) the sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and (iii) if iSecureTrac fails to official retain counsel or otherwise defend any such claim, DISTRIBUTOR may, in DISTRIBUTOR's sole discretion and without prior notice of issuance).to or approval from iSecureTrac, defend or settle such claim at iSecureTrac's sole cost and expense; (c) The representations and warranties of the Company made Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or recovered in this Agreement such litigation or negotiation shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.accrue to iSecureTrac's account; and (d) The Company shall have issued If a press release reasonably acceptable preliminary injunction or final judgment is entered against DISTRIBUTOR's use, resale, distribution, or operation of any Product because of any alleged infringement, then in addition to the Purchaserindemnity provided herein, disclosing iSecureTrac, at its own expense and option shall (i) modify or replace the existence of this Agreement Product so that it becomes non-infringing while providing equivalent performance, functionality, and compatibility; or (ii) procure for DISTRIBUTOR the material terms hereof. The Purchaser may terminate right to continue to use and resell Products; or (iii) in the event iSecureTrac has been unable to achieve such procurement or modifications despite its obligation best efforts, to acquire Shares under this Agreement if refund to DISTRIBUTOR the Company shall not have issued Price DISTRIBUTOR paid for such press release by 8:30 a.m. Product or Products less a straight line depreciation for actual use computed based on a five (New York time5) on May 9, 2003year useful life. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Investor’s Commitment shall be subject to (a) the execution and delivery of the Purchaser to purchase and ---------- acquire Shares under this Transaction Agreement is subject to by all parties thereto, (b) the fulfillment (satisfaction or waiver by the Purchaser) Parent and Merger Sub of each of the following conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Article 7 of the Transaction Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions: ), (c) the substantially contemporaneous, or prior, funding of the Debt Financing (or, if applicable any Alternative Financing) in accordance with the terms of the applicable Commitment Letter at the Closing if each of the Commitment and the Other Investors’ Commitments is funded and (d) the substantially simultaneous consummation of the Closing in accordance with the terms of the Transaction Agreement. If the amount required to be paid by Parent pursuant to the Transaction Agreement is less than the aggregate sum of the Investor’s Commitment as funded and the Other Investors’ Commitments as funded, solely to the extent Parent does not require the full amount of the Commitment and the Other Investors’ Commitments to fund (a) The Company Registration Statement: the Merger Consideration required to be paid by Parent at the Closing pursuant to Article 3 of the Transaction Agreement and (b) pay the Transaction Expenses, the Investor’s Commitment hereunder and the Other Investors’ Commitments will each be accordingly reduced with such reduction allocated to the Investor’s Commitment and the Other Investors’ Commitments on a pro rata basis; provided that (x) shall it will thereafter be effective as possible for Parent to all Sharessatisfy payments (and without breaching the terms of the Debt Commitment Letter or causing the failure of any of the conditions set forth therein) with the Investor and the Other Investors contributing less than the full amount of the Commitment and the Other Investors’ Commitments, not subject to any threatened or actual stop order respectively and (y) will not contain any untrue statement of material fact or omit such amounts referred to state any material fact required to be stated therein or necessary to make in the statements therein, in light of the circumstances under which they were made, not misleading. foregoing clauses (a) and (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)are actually funded at Closing and not returned. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.01(d) unless, immediately after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming that the cash proceeds of such Incremental Facility are not netted), and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions:proceeds therefrom, (aA) The Company Registration Statement: no Event of Default shall exist; provided that in the case of Incremental Facilities being used to finance a Limited Condition Acquisition, compliance with this clause (xA) shall be effective determined as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.LCA Test Date and no Specified Event of Default (other than a Specified Event of Default pursuant to Section 11.01(c)) shall exist at the time of consummation of such Limited Condition Acquisition; (bB) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).[reserved]; (cC) The all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects, in each case, with the same effect as though such representations and warranties had been made on and as of the Company made date of such Credit Extension (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, that any representation or warranty that, by its terms, is qualified as to “materiality”, “Material Adverse Effect” or similar language or subject to dollar thresholds, shall be true and correct in all respects in accordance with its terms on such respective dates; provided further that, if the proceeds of such Incremental Term Loan are being used to finance a Limited Condition Acquisition, then the condition in this Agreement clause (B) shall instead be that no Lender shall be obligated to fund the Incremental Term Loan with respect thereto unless the representations and warranties contained in the agreement relating to the Limited Condition Acquisition as are material to the interests of the Agent and the Lenders shall be true and correct, but only to the extent that a Credit Party, or an Affiliate of a Credit Party, has the right to terminate its obligations under such agreement (or the right not to consummate the Limited Condition Acquisition under such agreement) as a result of the failure of such representations and warranties to be true and correct as of such date (except to the extent relating to an earlier date, in which case as of such earlier date); (D) the proceeds of such Incremental Facility shall be used for Investments permitted by this Agreement, general working capital, general corporate purposes, capital expenditures and on each Permitted Acquisitions, permitted Restricted Payments and any other transaction permitted by this Agreement, and (E) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower at least three (3) Business Days prior to the proposed date of this Agreement and each Settlement Date, such incurrence certifying as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The Investor’s obligation of to fund, or cause to be funded, the Purchaser Commitment pursuant to purchase and ---------- acquire Shares under this Agreement letter agreement is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditions, as applicable: (a) The Company Registration Statement: With respect to Section 1(a) above, either (xi) the satisfaction, or express written waiver by Parent and Merger Sub, at Closing, of all conditions precedent to the obligations of Parent and Merger Sub to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, set forth in Annex I to the Merger Agreement, or (ii) a Final Order shall have been obtained awarding specific performance or other equitable remedy to specifically enforce Parent’s and Merger Sub’s obligations to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, or to consummate the Closing on the terms and conditions set forth in the Merger Agreement (the “Closing Specific Performance Remedy”); provided that (1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(a) above in any amount in excess of the Commitment, (2) the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(a) may only be effective as used by Parent or Merger Sub to all Sharessatisfy the obligations described in Section 1(a), and not subject to for any threatened or actual stop order other purpose and (y3) funding of the Commitment with respect to Section 1(a) above will occur substantially contemporaneously with the Offer Acceptance Time. In the event that the Transaction Consideration is reduced in accordance with the terms of the Merger Agreement and therefore Parent and Merger Sub do not contain any untrue statement require Investor to fund all of material fact or omit the equity financing with respect to state any material fact which Investor has made its Commitment in order to consummate the Transactions contemplated by the Merger Agreement, then the amount required to be stated therein or necessary funded by Investor under this letter agreement pursuant to make Section 1(a) will be correspondingly reduced. In the statements therein, in light event that Parent and Merger Sub do not require the total aggregate amount of the circumstances Commitment in order to consummate the Transactions, the amount to be funded under which they were madethis letter agreement will be reduced, not misleadingwithout limitation, by the amount (if any) of the debt financing proceeds funded at the Closing to fund a portion of the Transaction Consideration and to pay related expenses and other amounts payable by Parent or Merger Sub at the Closing. (b) The With respect to Section 1(b) above, a Final Order shall be obtained awarding the Company shall have secured damages arising out of, caused by or resulting from a Willful Breach by Parent or Merger Sub of their obligations under the listing Merger Agreement, in each case, in the aggregate, up to the Willful Breach Cap Amount and subject to the terms and conditions of the Shares on Merger Agreement; provided that (i) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(b) above in any amount in excess of the Nasdaq SmallCap Market Willful Breach Cap Amount, (subject ii) the equity contributed by Investor and/or its permitted assignees to official notice Parent or Merger Sub pursuant to this Section 2(b) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(b), and not for any other purpose and (iii) funding of issuance)the amount payable for damages arising out of, caused by or resulting from a Willful Breach pursuant to Section 1(b) above, which such amount shall not exceed the Willful Breach Cap Amount, will occur within two Business Days of receipt of such Final Order. (c) The representations and warranties With respect to Section 1(c) above, the valid termination of the Merger Agreement by Parent or the Company made pursuant to and in this Agreement shall be true and correct as of and on each accordance with Section 8.1(c) of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. Merger Agreement; provided that (d1) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate Investor and/or its obligation to acquire Shares under this Agreement if the Company shall permitted assignees will not have issued such press release any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(c) above in any amount in excess of the Parent Termination Fee, and (2) the equity contributed by 8:30 a.m. Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(c) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(c), and not for any other purpose and (New York time3) on May 9, 2003. (ethe funding of the Parent Termination Fee with respect to Section 1(c) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect above will occur on the Company, its business or its prospects or impose liability upon day the PurchaserMerger Agreement termination occurs and substantially contemporaneously with such termination. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Kirin understands that, as a condition to the appointment of the Purchaser Kirin Designee, the Company may require the Kirin Designee to purchase and ---------- acquire Shares under this Agreement is subject to agree in writing, during the fulfillment (or waiver by the Purchaser) term of each any service as a director of the following conditions: Company, to (a) The comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee members of the Board of Directors, including, without limitation, the Company’s code of conduct, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policy, Regulation FD policy, related party transactions policy and corporate governance guidelines, in each case as previously approved by the Board of Directors and as amended from time to time; and (b) keep confidential and not publicly disclose discussions and matters considered in meetings of the Board of Directors and its committees or other confidential information of the Company Registration Statement: that the Kirin Designee receives from the Company, unless previously disclosed publicly by the Company, and Kirin shall cause the Kirin Designee to comply with any such agreement; provided, that notwithstanding anything herein to the contrary, the Kirin Designee may, to the extent not prohibited by antitrust, competition or any other applicable law, disclose confidential information (i) to its or Kirin’s attorneys, accountants, and other professionals (the “Kirin Agents”) to the extent necessary to obtain their services in connection with monitoring Kirin’s investment or interest in the Company, provided such persons are subject to professional duties of confidentiality and non-use or agree to be bound by confidentiality and non-use restrictions with respect to the confidential information of the Company at least as restrictive as those applicable to the Kirin Designee and (ii) to employees of Kirin (the “Kirin Employees”) to the extent necessary to monitor Kirin’s investment or interest in the Company, provided that the Kirin Designee informs such person that such information is confidential and such person agrees to be bound by confidentiality and non-use restrictions with respect to the confidential information at least as restrictive as those applicable to the Kirin Designee. Furthermore, Kirin (x) agrees that it shall be effective as to all Sharesliable for any damage, not subject to any threatened loss or actual stop order liability arising from disclosure of Company confidential information by Kirin Agents and Kirin Employees and (y) will agrees not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make use the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined confidential information in a manner adverse to that would negatively impact the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement above stated indemnity is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions; provided, however that any failure to satisfy such conditions shall excuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (a) The Company Registration Statement: (x) shall be effective as to all SharesDISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, not subject to any threatened or actual stop order at its reasonable request and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or at iSecureTrac's expense, with the reasonable assistance, information and cooperation necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.defend against any such claim or litigation; (b) The Company DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall have secured the listing not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of the Shares fault or violation of law on the Nasdaq SmallCap Market part of DISTRIBUTOR, (subject ii) the sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and (iii) if iSecureTrac fails to official retain counsel or otherwise defend any such claim, DISTRIBUTOR may, in DISTRIBUTOR's sole discretion and without prior notice of issuance).to or approval from iSecureTrac, defend or settle such claim at iSecureTrac's sole cost and expense; (c) The representations and warranties of the Company made Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or recovered in this Agreement such litigation or negotiation shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable accrue to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").iSecureTrac's account; and

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Incremental Facility is funded), and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsproceeds therefrom: (aA) The Company Registration Statement: (x) no Default or Event of Default shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares exist on the Nasdaq SmallCap Market Incremental Effective Date; provided, that to the extent the proceeds of such Incremental Facility are being used to finance the a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (subject to official notice of issuance). (ci) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this signing the Limited Condition Acquisition Agreement no Default or Event of Default shall have occurred and each Settlement Datebe continuing and (ii) as of the date of funding of such Incremental Facility no Default or Event of Default under Section 8.1(a), as if first made Section 8.1(f) or Section 8.1(g) shall have occurred and restated on each is continuing at such date.time of funding; (dB) The Company no commitment of any Lender shall be increased without the consent of such Lender, and any Person providing an Incremental Term Loan Commitment that is not a Lender shall satisfy the requirements under Section 10.9(b) of a permitted assignee of the Term Loans; (C) proceeds of such Incremental Term Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the Loan Documents); (D) [Reserved]; and (E) Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 5.1 The obligation provision of funding by the Purchaser City pursuant to purchase sections 2.3, 2.4 and ---------- acquire Shares under this Agreement 2.7 is subject to the fulfillment (following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or waiver in part by the Purchaser) of each of City by written notice to the following conditionsProponent: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, Proponent is the registered owner in light fee simple of the circumstances under which they were made, not misleading.lands described in Schedule “L”; (b) The Company shall have secured any Contribution Agreement referred to in section 3.4 remaining in force and the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).Proponent being in good standing thereunder; (c) The representations and warranties of there being no Claim for Lien under the Company made in this Agreement shall be true and correct as of and on each of Construction Lien Act registered against the date of this Agreement and each Settlement Date, as if first made and restated on each such date.Project; (d) The Company shall have issued a press release reasonably acceptable to there being in existence no unregistered lien or statutory claim having priority against the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Project; (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse Proponent's title to the Company, that could reasonably be expected to result in a material and adverse effect on Project being free from any encumbrances other than the Company, its business or its prospects or impose liability upon the Purchaser.Permitted Encumbrances; (f) On the first Settlement DateProponent being in good standing under all of the Permitted Encumbrances; (g) there being no work orders issued against the Project by any governmental entity, agency or official; (h) the Proponent having provided the City with the security documents required by section 7 and in accordance with the said section; and (i) all funds provided by means of a Contribution by Others due on or before a disbursement date hereunder having been fully advanced to the Proponent on or before such disbursement date and having been secured by by-law, agreement or otherwise and attached as Schedule "C". 5.2 If any of the conditions contained in section 5.1 have not been fulfilled on the date for the disbursement of the Loan by the City pursuant to sections 2.3 or 2.4 and are not waived by the City pursuant to section 5.1, the Company City shall file be under no obligation to make any advance of the Loan to the Proponent and the City shall thereupon have the right to terminate this Agreement and, in that event, neither party to this Agreement shall have any rights or obligations hereunder, save and except that the City may, notwithstanding such termination, bring an action against the Proponent for all losses, costs and expenses, including, without limitation, reasonable legal fees incurred by the City in connection with this Agreement where the non- performance or non-fulfillment of a condition is a result of a breach of a covenant by the Proponent. 5.3 The provision of Funds by the City pursuant to section 2.6 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (a) any Contribution Agreement referred to in section 3.4 remaining in force and the Proponent being in good standing thereunder; (b) there being no Claim for Lien under the Construction Lien Act registered against the Project; (c) there being in existence no unregistered lien or statutory claim having priority against the Project; (d) the Proponent’s title to the Project being free from any registered encumbrances other than the Permitted Encumbrances; (e) the Proponent being in good standing under all of the Permitted Encumbrances; (f) there being no work orders issued against the Project by any governmental entity, agency or official; (g) the City has approved the information reports required in section 8.1 (c) ; (h) the City has approved the Proponent's Targeting Plan and has advised the City, on an annual basis, that the Proponent is in compliance with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Targeting Plan.

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser Increase Effective Date; provided that: (i) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to purchase be made on the Increase Effective Date or, solely with respect to an Incremental Term Loan Commitment the proceeds of which are intended to and ---------- acquire Shares under this Agreement shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, unless the fulfillment (or waiver by the Purchaser) of each Persons holding not less than a majority of the following conditions:commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Permitted Acquisition Agreement Signing Date”); (aii) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of contained in Article V and the Company made other Loan Documents are true and correct in this Agreement all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such earlier date, and except that for purposes of this Section 2.16(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that with respect to Incremental Commitments the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, (i) the representation and warranty in the second sentence of Section 5.07 shall be deemed to expressly relate to the applicable Permitted Acquisition Signing Date and (ii) in the case of such Incremental Commitments that are Incremental Term Loan Commitments, the bring-down of such representations and warranties may be modified to reflect customary “Funds Certain Provisions” as agreed to by Administrative Agent and the holders of such Incremental Term Loan Commitments; (iii) on a Pro Forma Basis (assuming that such Incremental Commitment is fully drawn and giving effect to any Acquisition being consummated with advances under such Incremental Commitments), the Borrower shall be in compliance with each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.covenants set forth in Section 7.11; (div) The Company the Borrower shall have issued a press release reasonably acceptable make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.16(d); and (v) the Borrower shall deliver or cause to be delivered customary officer’s certificates and legal opinions to the Purchaser, disclosing extent reasonably requested by the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Administrative Agent. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of Each Commitment Increase shall become effective on the Purchaser to purchase proposed effective date set forth in the Borrowers’ request for a Commitment Increase or such later date as the Administrative Agent and ---------- acquire Shares under this Agreement is subject to the fulfillment Borrowers agree (the “Increase Effective Date”), which in any event shall be on or waiver by after the Purchaser) of each of date on which the following conditionsAdministrative Agent shall have received: (ai) The Company Registration Statement: an Additional Lender Supplement for each Additional Lender participating in such Commitment Increase and an Increasing Lender Supplement for each Increasing Lender participating in such Commitment Increase, in each case duly executed by all parties thereto; (xii) shall be effective such documents and opinions consistent with those delivered on the Effective Date as to all Sharesthe organizational power and authority of the Borrowers to request Letters of Credit hereunder after giving effect to such Commitment Increase as the Administrative Agent may reasonably request; (iii) such evidence of appropriate corporate or other organizational authorization on the part of the Borrowers, not subject Parent and the other Obligors with respect to any threatened such Commitment Increase as the Administrative Agent may reasonably request; (iv) if requested by the Administrative Agent, an opinion or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinopinions, in light of form and substance reasonably satisfactory to the circumstances under which they were madeAdministrative Agent, not misleading.from counsel to the Borrowers and the Obligors reasonably satisfactory to the Administrative Agent, covering such matters relating to such Commitment Increase as the Administrative Agent may reasonably request; (bv) The Company shall have secured a certificate of a Responsible Officer of Parent, dated such Increase Effective Date, certifying that (A) the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of set forth in Article VI and in the Company made other Loan Documents are true and correct in this Agreement all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of, and as if such representations and warranties were made on, such Increase Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing on each of the date of this Agreement and each Settlement such Increase Effective Date, as if first made and restated on each such date.; and (dvi) The Company shall have issued a press release reasonably acceptable other customary closing certificates and documentation (similar to the Purchaserdocumentation required to be delivered on the Effective Date under Section 5.01, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could extent applicable) relating to such Commitment Increase as the Administrative Agent may reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserrequest. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation making of the Purchaser to purchase and ---------- acquire Shares under this Agreement initial disbursement of the Loan is subject to the fulfillment (or waiver by the Purchaser) of each completion of the following conditions: (a) The Company Registration Statementconditions precedent in a manner satisfactory to Lender: (xi) all filings have been completed that are necessary or advisable to perfect the security interest of Lender in the Collateral, including without limitation UCC filings and intellectual property filings, (ii) the Loan Documents and all other documents relating to this Agreement have been executed and delivered, (iii) Lender has confirmed that there has been no Material Adverse Change since the June 30, 2015 financial statements provided to Lender prior to the date hereof, (iv) UCC and other searches deemed necessary by Lender have been completed, (v) payoff letters, with sufficient evidence of release of liens, in respect of existing indebtedness not permitted by the terms of this Agreement shall be effective as have been delivered, (vi) no Default or Event of Default has occurred and is continuing, and (vii) all other matters relating to all Shares, not the Loan requested by Lender. The making of each additional disbursement of the Loan is subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light satisfaction of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares following conditions precedent on the Nasdaq SmallCap Market relevant disbursement date: (subject to official notice of issuance). (ci) The the representations and warranties of the Company made by Borrower contained in this Agreement and the other Loan Documents shall be true and correct on and as of such date, with the same effect as if made on and on each as of such date (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date), and (ii) no Default or Event of Default shall exist or shall result from the requested disbursement. Each request by Borrower for a disbursement of any portion of the Loan shall constitute a representation and warranty by Borrower hereunder, as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable disbursement, that the conditions in Section 1.2 are satisfied both before and after giving effect to such disbursement. Notwithstanding anything to the Purchasercontrary in this Section 1.2 or otherwise in this Agreement, disclosing perfection of security interests in Borrower’s assets outside of the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company United States shall not have issued be required; provided that the aggregate book value of such press release by 8:30 a.m. (New York assets shall not exceed $250,000 at any time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 1.1(e) unless, immediately after giving pro forma effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Revolving Loan Commitment, that the entire amount of such Incremental Revolving Loan Commitment is funded), the application of the Purchaser proceeds therefrom and any acquisition or investment consummated in connection therewith: (A) no Event of Default shall exist at the time of funding or, solely with respect to purchase an Incremental Term Loan the proceeds of which are intended to and ---------- acquire Shares under this Agreement shall be used to finance substantially contemporaneously a Permitted Acquisition which is subject to customary “Funds Certain Provisions”, unless the fulfillment (or waiver by the Purchaser) of each Persons holding not less than a majority of the following conditions:commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Acquisition Agreement Signing Date”); (B) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 4.1(c), (1) (a) The Company Registration Statement: unless constituting Incremental Equivalent Debt, the Senior Leverage Ratio (x) on a Net Basis), recomputed on a pro forma basis, shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. exceed 5.25:1.00 (b) The Company to the extent constituting Incremental Equivalent Debt, the Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall have secured not exceed 6.50:1.00 and (2) the listing Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI; (C) proceeds of Incremental Term Loans shall be used solely to (1) finance or refinance the purchase price of a Permitted Acquisition that is, in each case, consummated substantially concurrently with the incurrence thereof or within 30 days prior to the date of incurrence, (2) make other Investments permitted under Section 5.4, (3) finance working capital requirements and general corporate purposes of the Shares on Borrower and its Subsidiaries in accordance with the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date terms of this Agreement and each Settlement Date, as if first made and restated on each such date.(4) make Restricted Payments permitted under Section 5.11; and (dD) The Company the Applicable Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.17 unless, after giving effect to such Incremental Facility, the Term Loans to be made thereunder, and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsproceeds therefrom: (ai) The Company Registration Statement: no Default or Event of Default shall exist at the time of funding; (xii) calculated on a pro forma basis immediately after giving effect to such Incremental Facility (A) the Loan Parties shall be effective in compliance with the Financial Covenant set forth in Section 6.07 as to all Shares, not subject to any threatened or actual stop order of the last day of the Fiscal Month most recently ended and (yB) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make Holdings shall have demonstrated projected pro forma compliance with the statements therein, Financial Covenant set forth in light Section 6.07 for the immediately succeeding twelve (12) full Fiscal Month period ending after the funding of the circumstances under which they were made, not misleading.Incremental Facility and the use of proceeds therefrom; (biii) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of contained in Article IV and the Company made other Loan Documents are true and correct in this Agreement all material respects (except to the extent that such representation and warranty is qualified by materiality or a Material Adverse Effect standard in which case it shall be true and correct in all respects) on and as of the effective date of such funding, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the foregoing standard) as of such earlier date; (iv) Administrative Agent shall have received a certificate of an Authorized Officer of Borrower Representative certifying as to the foregoing; (v) the proceeds of each Incremental Term Loan shall be used for the purposes set forth in Section 2.04; and (vi) Administrative Agent shall have received, to the extent Administrative Agent shall have required or requested, customary legal opinions from Borrowers’ counsel, customary evidence of authorization with respect to any of the date officers executing the Incremental Facility and related documentation on behalf of this Agreement the Borrowers, Organizational Documents and each Settlement Dategood standing certificates from Borrowers in their jurisdictions of organization and a solvency, as if first made secretary certificate and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementofficer’s certificate from Borrowers, in agreed formeach case, in order form and substance satisfactory to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Administrative Agent in its reasonable discretion.

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective as of such Increase Effective Date; provided that: (i) subject to Section 1.06, no Event of Default (or, in the Purchaser case of an Incremental Facility the proceeds of which will be used for a Permitted Acquisition, other Investment or Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) (solely with respect to purchase the Borrowers) or (h) (solely with respect to the Borrowers)) shall have occurred and ---------- acquire Shares under this Agreement is be continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the fulfillment terms of Section 1.06 hereof and the lenders providing such Incremental Facility may waive or not require any of the conditions of this clause (i) (except that no Event of Default under Section 8.01(a), (b), (g) or waiver (h) may be so waived); (ii) the proceeds of the Incremental Term Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the PurchaserLoan Documents; (iii) [reserved]; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples above such amount of $1,000,000, or in each case as the Borrower Agent and the Administrative Agent shall otherwise reasonably agree (except, in each case, such minimum amount shall not apply when the Borrowers use all of the following conditions:Incremental Term Loan Commitments available at such time or to the extent the Administrative Agent approves a lower amount); (av) The Company Registration Statement: any Incremental Facilities may be (A) secured by the Collateral on a senior basis to the Term Loans, (B) secured by the Collateral on a pari passu basis with the Term Loans, (C) secured by the Collateral on a junior basis to the Term Loans or (D) unsecured and, in the case of clauses (A), (C) and (D), shall be established as a separate facility from the then existing Term Loans; provided that if any such separate facility is secured, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to the Intercreditor Agreement and, (x) shall be effective as to all Sharesif secured on a pari passu basis with the Secured Obligations, not subject to any threatened or actual stop order a Pari Intercreditor Agreement and (y) will not contain any untrue statement if secured on a junior basis to the Secured Obligations, an Other Intercreditor Agreement (provided that, in each case, so long as such Senior Representative is joined to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, by way of material fact or omit to state a joinder agreement in substantially the form of the applicable form of joinder agreement attached thereto without any material fact changes therefrom or to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, in connection with such joinder, or such intercreditor agreement or joinder is Otherwise Acceptable, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)). No Incremental Facility shall (x) be stated therein or necessary to make the statements therein, in light secured by a Lien on any assets of the circumstances Borrower or any Guarantor not constituting Collateral, (y) be incurred by any entity other than a Borrower or a Guarantor and (z) be guaranteed by any Person (in the case of any borrowing under which they were madeany private equity fund facility of a direct or indirect equityholder of Holdings, not misleading.any Subsidiary) unless such Person (in the case of any borrowing under any private equity fund facility of a direct or indirect parent of Holdings, such Subsidiary) is a Borrower or a Guarantor that shall have previously or substantially concurrently Guaranteed or become a Borrower with respect to the Obligations; and (bvi) The Company shall have secured solely if and to the listing extent required by the lenders providing the applicable Incremental Facility, subject to (A) customary “SunGard” limitations (to the extent the proceeds of the Shares on applicable Incremental Facility are being used to finance a Permitted Acquisition, other Investment or Limited Condition Transaction (and such limitations shall, for the Nasdaq SmallCap Market avoidance of doubt, include a limitation to customary specified representations)) or (subject to official notice B) in the case of issuance). (c) The any “certain funds” Limited Condition Transaction in any non-U.S. jurisdiction, conditionality as is customary or required in such jurisdiction, each of the representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any such representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. credit extension (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined incurred in connection with a manner adverse Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the Company, that could reasonably be expected extent such representations and warranties expressly relate to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementan earlier date, in agreed form, which case such representations and warranties shall be true and correct in order all material respects (except that any representation and warranty that is qualified as to evidence “materiality” or “Material Adverse Effect” shall be true and disclose the offer and sale correct in all respects) as of the Shares issued hereunder (the "SUPPLEMENT")such earlier date.

Conditions. The obligation of 5.1. Completion is conditional upon the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) satisfaction of each of the following conditions: (a) The Company Registration Statement: the CMA having accepted the Undertaking in Lieu from the Seller Parent (xand such undertaking having been signed by the CMA and the Seller Parent) shall be effective and the CMA having approved the Buyer Parent or its Related Persons as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light suitable purchaser for the purposes of the circumstances under which they were made, not misleading.Transaction; (b) The Company shall have secured the listing closing of the Shares on transactions contemplated under the Nasdaq SmallCap Market (subject to official notice Business Combination Agreement in accordance with the terms of issuance).such agreement; (c) The representations and warranties each Rig (other than: (i) a Rig that has become a Rig Total Loss; or (ii) any Rig with Rig Damage on the Condition Satisfaction Date which is subject to determination pursuant to clauses 7.6 to 7.12 (inclusive)) is on Completion delivered with class maintained, free of average damage affecting class which has been incurred after the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.Rig Inspection Date relating to that Rig; (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence no Rig Total Loss Event having occurred in respect of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.more than two Rigs; and (e) There the consent in writing of the Drilling Customer to each of the Drilling Agreements (other than the NLN Drilling Agreement) to novate such agreement, subject to clause 5.3(b), on the terms of the Drilling Novation Agreements having been received prior to the satisfaction of the CMA Condition. 5.2. Each Seller Party shall use its reasonable endeavours to procure the satisfaction of the Conditions as soon as practicable and in any event by no later than the Longstop Date. The Seller Parent shall notify the Buyer in writing as soon as reasonably practicable if it becomes aware of any matter, event or circumstance which would result in any of the Conditions becoming incapable of satisfaction. 5.3. The Buyer shall (and shall procure that each of its Related Persons shall) cooperate with the Seller Parties in connection with the satisfaction of the Condition set out in clause 5.1(e), and shall (without limitation): (a) promptly provide to the Seller Parent (upon its written request) with all information and documents reasonably required by any Drilling Customer; (b) consent to any amendment reasonably requested by the Drilling Customer to the terms of any Drilling Novation Agreement to be entered into by such customer on Completion, provided that the Buyer and its Related Persons shall: (i) only be required to assume any obligation or liability under a Drilling Agreement that arises on or after Completion (provided that this clause 5.3(b)(i) shall not in any way require any Seller Party to remedy any damage to any Rig or the Rig Assets other than in accordance with the terms of clause 7); or (ii) not be required to agree any term that is inconsistent with the terms of this agreement or any other Transaction Document; (c) provide a Drilling PCG to each Drilling Customer; and (d) in accordance with the NSH Drilling Agreement and the NST Drilling Agreement, provide each Drilling Customer a deed of liability and insurance and a deed of mutual indemnity and waiver, in each case, in the form contained in the relevant Drilling Agreement. 5.4. The Buyer undertakes to cooperate with the CMA in relation to the CMA’s suitable purchaser assessment, including promptly providing the CMA with all information and documents reasonably required for the purposes of the purchaser suitability assessment and making the management of the Buyer available to meet with, and present to, the CMA on the proposed business plan for the Business to be operated by the Buyer following Completion and the NLN Completion. 5.5. The Buyer shall: (a) present a well developed business plan to the CMA for the Business when requested to do so by the CMA; (b) make senior management available to meet with and present to the CMA on the business plan and arrange the attendance of senior management from its selected partners to meet with the CMA when requested to do so by the CMA; (c) provide information reasonably requested by the CMA in relation to the assessment of purchaser suitability, in a timely manner; (d) keep the Seller Parent regularly updated on the status of discussions with the CMA in connection with the Transaction; and (e) promptly notify the Seller Parent of any communication received from the CMA in connection with the Transaction and, to the extent permitted by applicable law, promptly provide the Seller Parent with copies of all communications received from, or made to, the CMA in connection with the Transaction, in each case, it being acknowledged that any Buyer Confidential Information related to such discussions or communication with the CMA shall be no litigationshared on a counsel to counsel basis only. 5.6. The Buyer undertakes to each Seller Party that it has the financial resources, investigation, inquiry or proceeding pending or threatened in writing expertise (including without limitation managerial, operational and technical capability), incentive and intention to maintain and operate the Assets and the Business as part of a viable and active business in competition with the CommissionSellers and other competitors in the provision of offshore drilling services using ▇▇▇▇-up rigs in North West Europe (identified as the United Kingdom, Denmark and the Netherlands), excluding Norway. 5.7. The Buyer undertakes to each Seller Party that it shall not at any time prior to Completion, either alone or acting in concert with any other person, acquire, agree to acquire or offer to acquire, or cause any other person to acquire, agree to acquire or to offer to acquire, or progress or contemplate (or cause any other person to progress or contemplate) arrangements which, if carried into effect, would result in the acquisition of a competing business to the Business or any other business, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could acquisition of which might reasonably be expected to result prejudice or delay the outcome of the satisfaction of any of the Conditions or the occurrence of Completion. 5.8. To the extent requested by the CMA, each Party agrees to amend the terms of this agreement or any other Transaction Document on terms acceptable to the CMA and shall at their own expense execute all such documents (including a deed of amendment) and do such acts and things as the CMA may reasonably require for the purpose of such amendment. 5.9. By no later than one Business Days following the satisfaction of the Condition set out in clause 5.1(e), the Seller Parent and the Buyer shall deliver a material notice in writing to the CMA (signed by the Seller Parent and adverse effect on the Company, its business or its prospects or impose liability Buyer) confirming that such condition has been satisfied. 5.10. The Seller Parent shall keep the Buyer reasonably advised of the progress towards the satisfaction of the Conditions and shall notify the Buyer in writing upon the Purchasersatisfaction of each Condition capable of satisfaction prior to Completion and the first Business Day following the satisfaction of all the Conditions (or, in the case of the Rig Conditions, such conditions continuing to be fulfilled) being, the “Condition Satisfaction Date”. (f) On 5.11. If any of the first Settlement Conditions has not been satisfied or becomes incapable of satisfaction, in each case, on or before the Longstop Date, this agreement shall terminate with effect from that date. 5.12. If this agreement terminates in accordance with clause 5.11, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale obligations of the Shares issued hereunder Parties shall automatically terminate, save that the rights and liabilities of the Parties which have accrued prior to (the "SUPPLEMENT"or as a result of) termination shall continue to subsist, including those under this clause 5.12 and clauses 1, 4.4, 21 to 23 and 26 to 37 (inclusive).

Conditions. 3.1 The obligation of Parties undertake to enter into the Purchaser to purchase and ---------- acquire Shares under this Promised Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsconditions (“Conditions”): (a) obtainment of the Antimonopoly Approval (hereinafter, the „Condition 1”); (b) effective and final release of the guarantees issued by the Target Companies, as listed in items 2, 3 and 4 of the Schedule No. 15 hereto (hereinafter the “TC Guarantees”) (hereinafter, the “Condition 2”). 3.2 The Seller shall provide, or procure that the Target Companies shall provide, such reasonable assistance (including the provision of such information and other documents reasonably necessary to support the applications to the Relevant Antimonopoly Office) as the Buyer may reasonably require in respect of the Condition 1. 3.3 Subject to the provisions of item (f) below: (a) The Company Registration Statement: (x) Buyer undertakes to use its best endeavors to obtain as promptly as practicable the Antimonopoly Approval, and shall take all actions as may be effective as requested by the Relevant Antimonopoly Office to all Sharesobtain such approval, not subject to any threatened or actual stop order including, without limitation, providing such information and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or other documents reasonably necessary to make support the statements therein, in light of relevant application to and addressing any queries raised by the circumstances under which they were made, not misleadingRelevant Antimonopoly Office. (b) The Company Buyer shall have secured promptly submit (which shall in no event be later than 14 (fourteen) Business Days after the listing date of this Agreement) all filings and notifications with the Shares on Relevant Antimonopoly Office in order to obtain the Nasdaq SmallCap Market (subject to official notice of issuance)Antimonopoly Approval. (c) The representations and warranties Parties shall cooperate with the reasonable requests of each other in seeking to obtain as promptly as practicable the Antimonopoly Approval. No Party shall take any action that they are aware or should reasonably be aware would have the effect of delaying, impairing or impeding the receipt of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateAntimonopoly Approval. (d) The Company shall have issued a press release reasonably acceptable Subject to applicable laws relating to the Purchasersharing of information, disclosing the existence Buyer shall: (i) promptly notify the Seller of any communication the Buyer receives from the Relevant Antimonopoly Office in relation to this Agreement and permit the material terms hereof. The Purchaser may terminate Seller to review in advance any proposed communication by the Buyer to the Antimonopoly Office; and (ii) provide the Seller with copies of all correspondence, filings or communications between the Buyer or any of its obligation to acquire Shares under this Agreement if representatives, on the Company shall not have issued such press release by 8:30 a.m. (New York time) one hand, and the Relevant Antimonopoly Office or members of its staff, on May 9, 2003the other hand. (e) There The Seller and the Buyer shall be no litigation, investigation, inquiry or proceeding pending or threatened coordinate and cooperate fully with each other in writing (including without limitation exchanging such information and providing such assistance as the other may reasonably request in connection with the Commissionforegoing, provided that the Nasdaq Stock Market, foregoing shall not require any Party to disclose any information that in the reasonable judgment of the Buyer or the NASD) that challenges or calls into Seller, as the question the transactions contemplated hereby orcase may be, if determined in a manner adverse to the Company, that could reasonably be expected to would result in a material and adverse effect on the Company, its business disclosure of any trade secrets of third parties or its prospects or impose liability upon the Purchaserbreach of any of their respective confidentiality obligations. (f) On No Party shall be required to comply with any provision of this Section 3.3 to the first Settlement Dateextent that such compliance would be prohibited by applicable law. 3.4 The Parties shall keep each other fully informed and up to date with respect to their progress towards satisfaction of the Conditions and upon becoming aware of satisfaction of any of the Conditions shall notify the other Party thereof not later than within 1 (one) Business Day from the date such Party becomes aware of the satisfaction of the relevant Condition. In particular, the Company Buyer shall file deliver to the Seller, together with the Commission relevant notification, a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale copy of the Shares issued hereunder Antimonopoly Approval. Immediately after fulfillment of the Condition 2 all the pertinent documents confirming fulfillment of the Condition 2 shall be placed in the VDR (the "SUPPLEMENT"as defined below). 3.5 The Condition 2 is stipulated for the benefit of the Buyer and the Buyer is entitled to waive that Condition 2 at any time. The foregoing waiver shall have the same effect as fulfillment of Condition 2.

Conditions. The obligation (i) As a condition precedent to each Term Loan Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Purchaser Borrower and, if reasonably determined by the Administrative Agent to purchase and ---------- acquire Shares be necessary or desirable under this Agreement is subject applicable Requirements of Law with respect to the fulfillment Loan Documents of a Guarantor, of each such Guarantor, dated as of the Term Loan Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (or waiver A) certifying and attaching the resolutions adopted by the Purchaser) of each Borrower or such Guarantor approving or consenting to such Term Loan Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the following conditions: (aObligations on the Closing Date) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (yB) will not contain any untrue statement of material fact or omit certifying that (1) both before and immediately after giving effect to state any material fact required to be stated therein or necessary to make the statements thereinsuch Term Loan Increase, in light as of the circumstances under which they were made, not misleading. Term Loan Increase Effective Date no Default or Event of Default shall exist and be continuing and (b2) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Borrower and each other Loan Party contained in this Agreement shall be Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Term Loan Increase Effective Date, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Term Loan Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the date of this Agreement type delivered on the Closing Date as are reasonably requested by, and each Settlement Datein form and substance reasonably satisfactory to, as if first made and restated on each such datethe Administrative Agent. (di) The Company Each Term Loan Increase shall have issued a press release reasonably acceptable to the Purchaser, disclosing same terms as the existence of this Agreement outstanding Term Loan Loans and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale part of the Shares issued hereunder (the "SUPPLEMENT")existing Term Loan Facility hereunder.

Conditions. The obligation Incremental Term Loan Commitment shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is such Incremental Term Loan Effective Date; provided, that, subject to Section 1.6 in the fulfillment case of an Incremental Term Facility incurred in connection with a Limited Conditionality Transaction: (or waiver by the Purchaseri) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such Incremental Term Loan Effective Date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date); (ii) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility; (iii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the date proceeds of this Agreement such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and each Settlement Datedetermined on the basis of the financial statements for the most recently ended fiscal quarter), as if first made and restated on each assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such date.time; and (dvi) The Company shall have issued a press release reasonably acceptable the all in yield applicable to any Incremental Term Loan will be determined by the Purchaser, disclosing the existence of this Agreement Borrower and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Lenders providing such press release by 8:30 a.m. (New York time) on May 9, 2003Incremental Term Loans. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation (a) Subject to Section 4.4, the following are conditions to the consummation of the Purchaser Distribution (which, to purchase the extent permitted by applicable Law, may be waived, in whole or in part, by NCR in its sole discretion): (i) The Registration Statement shall have been declared effective by the SEC and ---------- acquire Shares under this Agreement is shall be subject to no further comment, no stop order suspending the fulfillment (effectiveness of the Registration Statement shall be in effect, and no Proceedings for that purpose will be pending before or waiver threatened by the PurchaserSEC; (ii) The ATMCo Common Stock to be delivered to the NCR stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution; (iii) NCR shall have obtained an opinion from each of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, tax counsel to NCR, and Ernst & Young, LLP, tax advisor to NCR, in form and substance satisfactory to NCR (in its sole discretion), substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify as a transaction that is generally tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D), 361 and 355 of the Code; (iv) An independent appraisal firm acceptable to NCR shall have delivered one (1) or more opinions to the NCR Board confirming that, immediately following the Distribution (A) each of NCR and ATMCo will be able to pay its indebtedness as its indebtedness becomes due in the ordinary course of business and (B) the fair value of each of NCR’s and ATMCo’s respective assets will be greater than the following conditions:sum of, as applicable, NCR’s or ATMCo’s respective stated liabilities and certain identified contingent liabilities (plus, with regard to NCR, the amount, if any, that would be needed, if NCR was dissolved at the time of Distribution, to satisfy the preferential rights upon dissolution of the holders of shares of Series A Convertible Preferred Stock of NCR, $0.01 par value per share), and such opinions shall be acceptable to the NCR Board in form and substance in the NCR Board’s sole discretion and such opinions shall not have been withdrawn or rescinded; (av) Each of NCR and ATMCo shall have received any necessary permits, registrations and consents under the securities or “blue sky” Laws of states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution and all such permits and authorizations shall be in effect; (vi) No order, injunction or decree issued by any court or arbitral authority of competent jurisdiction shall have been entered and shall continue to be in effect and no other Law or other legal restraint or prohibition shall have been adopted or be effective preventing the consummation of the Separation, Distribution or any of the related transactions contemplated herein; (vii) The Company Registration Statement: portion of the Internal Reorganization Plan to be effectuated prior to the Distribution shall have been effectuated, including the execution of all such instruments, assignments, documents and other agreements necessary to effect such portion of the Internal Reorganization Plan; (viii) The NCR Board shall have declared the Distribution and approved all related transactions (and such declaration or approval shall not have been withdrawn); (ix) Any material Governmental Approvals and Consents from Governmental Authorities, in each case, necessary to effect the transactions contemplated by the Internal Reorganization Plan or the Distribution shall have been obtained and be in full force and effect; (x) The financing for the ATMCo Financing Arrangements shall be effective as available on terms acceptable to all SharesNCR and ATMCo shall have completed the ATMCo Financing Arrangements and received the proceeds in respect thereof and ATMCo shall have (A) issued to NCR the Debt-for-Debt Indebtedness, not subject to any threatened or actual stop order (B) completed the Debt Proceeds Distribution and (yC) will not contain any untrue statement and completed the NCR Intercompany Loan Repayment; (xi) The Information Statement or notice of material fact internet availability of the Information Statement shall have been mailed to the holders of record of NCR Common Stock as of the close of business on the Record Date; (xii) Each Ancillary Agreement shall have been executed by each party to such agreement; and (xiii) No event or omit development shall have occurred or exist that, in the judgment of the NCR Board, in its sole discretion, makes it inadvisable to state any material fact required effect the Separation, the Distribution or the other related transactions (including with respect to be stated therein or the incurrence of Indebtedness necessary to make complete the statements therein, in light of the circumstances under which they were made, not misleadingSeparation and Distribution). (b) The Company conditions set forth in this Section 4.5 are for the sole benefit of NCR and shall have secured not give rise to or create any duty on the listing part of NCR or the NCR Board to waive or not waive any such condition. Any determination made by NCR prior to the Distribution concerning the satisfaction or waiver of any or all of the Shares conditions set forth in this Section 4.5 shall be conclusive and binding on the Nasdaq SmallCap Market (subject to official notice of issuance)Parties hereto. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of Except as expressly provided below, the following conditionsconditions shall automatically apply to each Transfer, without the necessity of same being stated in or referred to in Landlord's written consent: (a) The Company Registration Statement: Tenant shall execute, have acknowledged and deliver to Landlord, and cause the Transferee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (xi) the Transferee adopts this Lease and agrees to perform, jointly and severally with Tenant, all of the obligations of Tenant hereunder, as to the space transferred to it, (ii) the Transferee grants Landlord an express first and prior security interest in its personal property brought into the transferred space to secure its obligations to Landlord hereunder, (iii) Tenant subordinates to Landlord's statutory lien and security interest any liens, security interests or other rights which Tenant may claim with respect to any property of the Transferee, (iv) Tenant agrees with Landlord that, if the rent or other consideration due by the Transferee exceeds the Rent for the transferred space, then Tenant shall pay Landlord as additional Rent hereunder all such excess rent and other consideration immediately upon Tenant's receipt thereof after deduction by Tenant of all of the direct costs incurred by Tenant in connection with entering into the Transfer, reasonable marketing, accounting or legal costs incurred, fees charged by Landlord for the cost of any improvements required to prepare the space for the Transferee (not to exceed Five Dollars ($5.00) per rentable square foot), and reasonable leasing commissions [not to exceed six and one-half percent (6 1/2%)]; provided, however, such deduction shall only be allowed against such excess rent and not against any portion of the Rent, (v) Tenant and the Transferee agree to provide to Landlord, at their expense, direct access from a public corridor in the Building to the transferred space, (vi) the Transferee agrees to use and occupy the transferred space solely for the purpose specified in Section 4 and otherwise in strict accordance with this Lease and (vii) Tenant acknowledges that, notwithstanding the Transfer, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent), and Landlord shall be effective as permitted to all Sharesenforce this Lease against Tenant or the Transferee, not subject to or both, without prior demand upon or proceeding in any threatened or actual stop order and (y) will not contain way against any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.other persons; (b) The Company shall have secured Tenant may, without the listing consent of Landlord, Transfer this Lease, in whole or in part, to: (i) a corporation into which or with which Tenant is wholly merged or consolidated; or (ii) a corporation acquiring this Lease and all or substantially all of the Shares on other property of Tenant and assuming all or substantially all of the Nasdaq SmallCap Market liabilities of Tenant; or (subject iii) an entity that acquires all or substantially all of the stock or other ownership interests in or of Tenant; or (iv) an Affiliate, in which case, no excess consideration will be paid by Tenant to official notice of issuanceLandlord, provided that such Transferee complies with the conditions set forth in Section 10.2(a)(i)., (ii), (iii), and (vi); and (c) The representations and warranties Tenant shall deliver to Landlord a counterpart of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable all instruments relative to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation Transfer executed by all parties to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. transaction (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"except Landlord).

Conditions. The obligation obligations of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject Underwriters hereunder shall be subject, in their discretion, to the fulfillment (or waiver by the Purchaser) of each condition that all representations and warranties and other statements of the Company and the Selling Noteholder herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as ▇▇▇▇▇ ▇▇(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, with respect to the matters covered in paragraphs (i), (ii), (iii), (iv), (vi) and (xii)) of subsection (c) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) King & Spalding LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as described in the Pricing Prospectus; (ii) All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable; (iii) This Agreement has been duly authorized, executed and delivered by the Company; (iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity, and will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus; (v) To the best of such counsel’s knowledge based solely on inquiries of representatives of the Company who have responsibility for litigation and governmental proceedings, and other than as set forth in the Pricing Prospectus, such counsel does not know of any litigation or any governmental proceedings instituted or threatened against the Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and is not so disclosed; (vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of the transactions contemplated by this Agreement and the Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement: , (b) will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to such counsel by any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties, except that it is understood that no opinion is given in this paragraph (vi) with respect to any state securities law or any rule or regulation issued pursuant to any state securities law; (viii) No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and “Agreements with Sprint Nextel,” insofar as such statements summarize the legal matters, agreements or documents described therein, are accurate in all material respects; (x) shall The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are accurate summaries of the matters set forth therein in all material respects; (xi) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act; (xii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all Sharesmaterial respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not subject passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to any threatened or actual stop order the extent set forth in paragraphs (ix) and (yx) will not contain any above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the date of this Agreement, contained an untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, with respect to clauses (i), (ii) and (iii) above, such counsel expresses no belief with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Prospectus which are not so summarized; (d) ▇▇▇▇▇ Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(d) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) This Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (ii) The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Securities by the Selling Noteholder and (iii) compliance with the terms and provisions thereof by the Selling Noteholder will not violate any law or regulation known to such counsel to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Selling Noteholder or its property or violate or result in a default under any of the terms and provisions of the certificate of incorporation or bylaws of the Selling Noteholder or any agreement to which the Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that counsel expresses no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation); (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act; (v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “UCC”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the State of New York as may be designated by The Depository Trust Company (“DTC”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC. (be) The Company ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Delaware counsel for the Selling Noteholder shall have secured furnished to you their written opinion (a draft of which is attached as ▇▇▇▇▇ ▇▇(e) hereto), dated the listing Time of Delivery, in form and substance satisfactory to you, to the effect that the Exchange Agreement constitutes a valid and binding obligation of the Shares Selling Noteholder, enforceable against the Selling Noteholder in accordance with its terms; (f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the Nasdaq SmallCap Market (subject effective date of any post-effective amendment to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of Registration Statement filed subsequent to the date of this Agreement and each Settlement Datealso at the Time of Delivery, as if first made and restated on each such date. (d) The Company KPMG LLP shall have issued furnished to you a press release reasonably acceptable letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the Purchaser, disclosing effect set forth in Annex I hereto (the existence executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the material terms hereof. The Purchaser may terminate its obligation form of bring-down letter to acquire Shares under this Agreement if be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as ▇▇▇▇▇ ▇(b) hereto); (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have issued such press release by 8:30 a.m. been any change in the capital stock (New York timeother than (i) on May 9issuances of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, 2003. (erestricted stock, restricted stock units and other equity-based awards and equity-based compensation) There shall be no litigationor change in long-term debt of the Company or any of its Subsidiaries or any change, investigationor any development involving a prospective change, inquiry in or proceeding pending affecting the general affairs, management, financial position, stockholders’ equity or threatened results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in writing (including without limitation with the CommissionPricing Disclosure Package, the Nasdaq Stock Marketeffect of which, in any such case described in clause (i) or the NASD) that challenges or calls into the question the transactions contemplated hereby or(ii), if determined is in a manner adverse to the Company, that could reasonably be expected to result in a your judgment so material and adverse effect as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the Company, its business or its prospects or impose liability upon terms and in the Purchaser.manner contemplated in the Pricing Disclosure Package; (fh) On or after the first Settlement Date, Applicable Time (i) no downgrading shall have occurred in the Company shall file with rating accorded the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").Co

Conditions. The obligation of This Agreement shall become effective on the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of date on which the following conditions:conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Company Registration Statement: (x) Administrative Agent shall be effective as to all Shareshave received a counterpart of this Agreement, not subject to any threatened or actual stop order executed and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make delivered by the statements thereinCredit Parties, in light of the circumstances under which they were madeAdministrative Agent, not misleadingthe Required Lenders and the Issuing Lenders. (b) The Company All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)been paid. (c) The Each of the representations and warranties of made by the Company made Credit Parties in this or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of and on each of the date of this Agreement and each Settlement Date, Amendment Effective Date as if first made on and restated on each as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) The Company No Default or Event of Default shall have issued a press release reasonably acceptable to exist on the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Amendment Effective Date. (e) There The Administrative Agent shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with have received an officer’s certificate from an Authorized Officer of the Commission, Company and dated as of the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Amendment Effective Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, certifying that each condition set forth in agreed form, in order to evidence Sections 3(c) and disclose the offer (d) hereof have been satisfied on and sale as of the Shares issued hereunder (the "SUPPLEMENT")Amendment Effective Date.

Conditions. The obligation Subleases and assignments by Tenant are also subject to: (i) the terms of this Lease; (ii) the current Lease Term (i.e., the term of the Purchaser to purchase sublease or assignment shall not extend beyond the then-current Lease Term), and ---------- acquire Shares subtenants and assignees (except for an assignee that is an Affiliate and that receives an assignment of all of Tenant’s rights under this Agreement is subject Lease for the entire Premises) shall not have the right to the fulfillment (or waiver by the Purchaser) of each exercise any of the following conditions: Lease Term renewal/extension rights provided for in this Lease; (iii) Tenant shall not be released of, and shall remain liable for, all Lease obligations; (iv) consent to one sublease or assignment shall not waive the consent requirement for future assignments or subleases; (v) subtenants and assignees shall not have the signage rights set forth in Section 7.2(b) , Section 7.2(c) and Section 7.2(d) herein, except as otherwise expressly set forth in such sections; and (vi) fifty (50%) percent of the consideration (the “Excess Consideration”) received by Tenant from an assignment or sublease that exceeds the total of (a) The Company Registration Statement: (x) shall be effective as to all Sharesthe amount Tenant must pay Landlord, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required which amount is to be stated therein or necessary to make the statements therein, in light prorated where only a part of the circumstances under which they were madePremises is subleased or assigned, not misleading. and (b) The Company the actual reasonable costs incurred by Tenant in procuring said assignment or sublease, which amount is to be prorated over the term of such assignment or sublease, shall have secured be paid to Landlord, within ten (10) days of receipt of same from time to time, with a detailed statement showing the listing total consideration paid to Tenant by the subtenant or assignee and the actual reasonable costs incurred in procuring such assignment or sublease. Tenant shall provide Landlord with reasonable documentation of the Shares on information contained in the Nasdaq SmallCap Market (subject to official notice of issuance)detailed statement. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Term Loan Commitment shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is such Term Loan Increase Effective Date; provided, that, subject to Section 1.6 in the fulfillment case of an Incremental Term Facility incurred in connection with a Limited Condition Acquisition: (or waiver by the Purchaseri) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such Term Loan Increase Effective Date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date); (ii) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility; (iii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the date proceeds of this Agreement such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and each Settlement Datedetermined on the basis of the financial statements for the most recently ended fiscal quarter), as if first made and restated on each assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such date. time; and (dvi) The Company shall have issued a press release reasonably acceptable the all-in-yield applicable to any Incremental Term Loan will be determined by the Purchaser, disclosing the existence of this Agreement Borrower and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued lenders providing such press release by 8:30 a.m. (New York time) on May 9, 2003Incremental Term Loan. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Each Incremental Facility shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsapplicable Incremental Effective Date; provided that: (a) The Company Registration Statement: before and after giving effect to such Incremental Facility (xand, if such Incremental Facility is being established in whole or in part on clause (2) of the definition of “Incremental Cap,” assuming the full amount of such Incremental Facility is drawn), each of the conditions set forth in Section 7.2 [Each Additional Loan or Letter of Credit] shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.satisfied; (b) The Company shall have secured the listing before and after giving effect to such Incremental Facility (and, if such Incremental Facility is being established in whole or in part on clause (2) of the Shares on definition of “Incremental Cap,” assuming the Nasdaq SmallCap Market (subject to official notice full amount of issuancesuch Incremental Facility is drawn)., no Potential Default or Event of Default has occurred and is continuing; (c) The representations the Loan Parties shall deliver to each Agent on or before the effective date of such Incremental Facility the following documents in a form reasonably acceptable to each applicable Administrative Agent and warranties the Collateral Agent: (1) certifications of their corporate secretaries with attached resolutions certifying that the Incremental Facility has been approved by the Loan Parties, (2) opinions of counsel, addressed to each Administrative Agent and the Lenders addressing the authorization, execution and enforceability of the Company made Loan Documents executed in this Agreement shall be true connection with such Incremental Facility, and correct as of (3) if requested by the Collateral Agent, amendments to the Mortgages executed and on each delivered by the applicable Loan Parties to the Collateral Agent for the benefit of the date Secured Parties to reflect the Incremental Facility, in form and substance reasonably satisfactory to the Collateral Agent, together with (A) the Required Flood Materials and (B) local counsel opinions regarding the due authorization, execution, delivery, and enforceability of this Agreement and each Settlement Date, as if first made and restated on each such date.mortgage amendments. The Loan Parties shall cause the amendments described in clause (3) above to be properly recorded and/or filed in the applicable filing or recording offices; and (d) The Company the Borrower shall have issued deliver to each Agent a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale certificate dated as of the Shares issued hereunder Incremental Effective Date signed by an Authorized Officer of the Borrower (1) certifying that the "SUPPLEMENT")conditions set forth in clauses (a) and (b) above are satisfied and (2) if clause (2) of the definition of “Incremental Cap” is being utilized, setting forth calculations in reasonable detail showing compliance with such clause.

Conditions. The obligation (A) Completion of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject conditional upon the following conditions being fulfilled and remaining fulfilled as at Completion:- (i) where required pursuant to the fulfillment terms of any contracts, agreements or any loan or finance documentation, the counter parties thereto having confirmed that they will not seek to terminate or vary any term therein or make a claim thereunder as a result of, or treat as a breach of any terms thereof, any change in the boards of directors, the management or shareholding of the Company any other changes or transactions contemplated under or arising out of or in connection with this Agreement and all other necessary Consents and authorisations which may be required to implement and complete this Agreement having been obtained; (ii) all Consents which are required for the entering into or waiver the implementation or completion of this Agreement by the Purchaserrelevant Vendors, and/or the Company having been obtained, including, without limitation, the Consents (if appropriate or required) of each the respective shareholders and the respective boards of directors of the following conditionsrelevant Vendors and the Company and other relevant third parties in the PRC which are required for the entering into and the implementation of this Agreement having been made; all applicable statutory or other legal obligations having been complied with; (iii) all government or regulatory approvals required in the PRC by the Vendors and the Company in respect of the sale and purchase of the Sale Capital on the terms set out in this Agreement having been obtained; (iv) the term of the Joint Venture Contract having been legally and validly extended from 20 years to 31 years; (v) the Supplemental Contract having been entered into by the relevant parties; (vi) the Articles of Association having been revised to reflect the corporate changes caused by the Supplemental Contract; (vii) resolutions having been passed by all the directors of the Company approving: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light execution of the circumstances under which they were made, not misleading.Supplemental Contract; (b) The Company shall have secured the listing revision of the Shares on Articles of Association of the Nasdaq SmallCap Market Company referred to in Sub-clause 2(vi) above; (subject c) the transfer of an aggregate 60% of the registered capital of the Company from the Vendors to official notice the Purchaser; (d) the appointment of issuancea new Chairman and legal representative nominated by the Purchaser, and the appointment of new directors in accordance with Clause 9(A)(ii)(a); (e) such change of the authorised users of the Company's bank accounts and chops (with effect from Completion) as the Purchaser may request; (viii) Execution of necessary documents by the original approval authority in the PRC approving:- (a) the Supplemental Agreement; (b) the revision of the Articles of Association of the Company in accordance with Sub-clause 2(vi) above; (c) the transfer of an aggregate of 60% of the registered capital of the Company from the Vendors to the Purchaser; (d) the extension of the term of the Joint Venture Contract referred to in Clause 2(A)(iv) above; (ix) the issuance by the State Administration of Industry and Commerce of the PRC of an amended business licence of the Company; and (x) the Purchaser in its absolute discretion notifying the Vendors in writing of its readiness to complete. (B) Each of the Vendors and the Purchaser (in so far as it is within their respective powers and capacities so to do) shall provide all assistance, where relevant, as may be reasonably required by the other parties hereto to procure the fulfillment of the Conditions set out in Clause 2(A). (cC) The representations Purchaser may waive all or any of such Conditions at any time by notice in writing to the Vendors. (D) In the event that the Conditions shall not have been fulfilled, or waived on or before 15th September, 1999, or Completion shall not have taken place on or before that date (or such later date as the Vendors and warranties the Purchaser may determine), this Agreement and all documents executed ancillary thereto shall lapse and be of the Company made in no further effect, and no party to this Agreement shall be true have any claim against or liability to the other party but without prejudice to the rights and correct as of and on each obligations of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares parties under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"Clause 5(C).

Conditions. The obligation No Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Increase Effective Date unless (but subject to the fulfillment Section 1.09 in each case): (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement b), respectively, of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinSection 6.01; provided that, in light the case of an Incremental Commitment being used to consummate a Limited Condition Acquisition, at the circumstances under which they were madeBorrower’s election, not misleading. (b) The Company shall have secured to the listing of extent acceptable to the Shares on Lenders providing the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The relevant Incremental Commitment, the only representations and warranties of the Company made in this Agreement shall that will be required to be true and correct will be the Specified Representations (conformed as necessary for such acquisition) and such of and the representations made by or on behalf of the applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Condition Acquisition as are material to the interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the date covenants set forth in Section 7.11 as of this Agreement and each Settlement Date, as if first made and restated on each such date.the end of the latest fiscal quarter for which internal financial statements are available; (dv) The Company the Borrower shall have issued make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); and (vi) as a press release reasonably acceptable condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date to the Purchaserextent reasonably requested by, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commissionform and substance reasonably satisfactory to, the Nasdaq Stock MarketAdministrative Agent, or and if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined above requirements were satisfied in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaseraccordance with Section 1.09. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation obligations of the Purchaser Parties to purchase and ---------- acquire Shares under this Agreement is complete the Arrangement are subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsconditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) The Company Registration Statement: (x) the Arrangement Resolution shall be effective as to all Shares, not subject to any threatened or actual stop order have been approved and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make adopted by the statements therein, TMX Group Shareholders at the TMX Group Meeting in light of accordance with the circumstances under which they were made, not misleading.Interim Order; (b) The Company the Interim Order and the Final Order shall each have secured the listing of the Shares been obtained on the Nasdaq SmallCap Market (subject terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to official notice of issuance).TMX Group and LSEG, acting reasonably, on appeal or otherwise; (c) The representations no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and warranties has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.Arrangement; (d) The Company the LSEG Shareholder Approval shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.been obtained; (e) There the Regulatory Approvals shall have been obtained in accordance with Section 5.5(d) and there shall not, at the time when all other conditions precedent set out in Article 6 have been satisfied or waived in accordance with Article 6, be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.any outstanding Regulatory Intervention; (f) On LSEG shall have delivered evidence to TMX Group, acting reasonably, that (A) the first Settlement Date, the Company shall file with the Commission a prospectus supplement LSEG Shares issuable pursuant to the Company Registration StatementArrangement shall as soon as practicable following the Effective Time be admitted to the Official List of the UK Listing Authority and to trading on LSE and (B) the LSEG Shares issuable upon exchange of the Exchangeable Shares and exercise of the Replacement Options shall have been conditionally approved for listing on TSX, subject only in each case to the satisfaction of the customary listing conditions of LSE or TSX, as the case may be; (g) LSEG shall have delivered evidence to TMX Group, acting reasonably, that the LSEG Shares issuable pursuant to the Exchangeable Shares or Replacement Options shall as soon as practicable following the Effective Time be admitted to the Official List of the UK Listing Authority and to trading on LSE, subject only in each case to the satisfaction of the customary listing conditions of LSE; and (h) the LSEG Shares and the Exchangeable Shares to be issued pursuant to the Arrangement have been allotted by the LSEG Board and the board of directors of Exchangeco, respectively, conditional only on completion of the Arrangement and that such LSEG Shares and Exchangeable Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that TMX Group shall not be entitled to the benefit of the condition in this Section 6.1(h), and shall be deemed to have waived such condition, in agreed form, the event that TMX Group fails to advise the Court prior to the hearing in order to evidence and disclose the offer and sale respect of the Shares issued hereunder (Final Order that LSEG intends to rely on the "SUPPLEMENT")exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.

Conditions. The obligation (i) As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Purchaser Borrower and, if reasonably determined by the Administrative Agent to purchase and ---------- acquire Shares be necessary or desirable under this Agreement is subject applicable Requirements of Law with respect to the fulfillment Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (or waiver A) certifying and attaching the resolutions adopted by the PurchaserBorrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date no Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order financial covenants contained in Section 7.14 and (y3) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Borrower and each other Loan Party contained in this Agreement Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Incremental Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, organizational documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of this Agreement such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and each Settlement Date, the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if first made and restated on each such datepayments were effected by prepayments of Revolving Credit Loans. (diii) The Company To the extent that any Incremental Increase shall have issued take the form of a press release reasonably acceptable Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the Purchaserextent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), disclosing including with respect to such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any such terms (when taken as a whole) are materially more restrictive to the existence of this Agreement Borrower and the its Restricted Subsidiaries then such material terms hereofshall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. The Purchaser may terminate On any Increase Effective Date on which any Incremental Increase in the form of a Term Loan Increase or an Incremental Term Loan is effective, subject to the satisfaction of the terms and conditions in this Section 2.14, each Lender of such new Term Loan Increase or an Incremental Term Loan shall make an amount equal to its obligation commitment to acquire Shares under this Agreement if such new Term Loan Increase or an Incremental Term Loan available to the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9Borrower, 2003in a manner consistent with Borrowings hereunder. (eiv) There Notwithstanding anything to the contrary contained in this subsection 2.14(d), the only conditions precedent to any Incremental Increase in connection with a Limited Conditionality Transaction shall be no litigation, investigation, inquiry or proceeding pending or threatened those set forth in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the PurchaserSection 1.09. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Term Loan Commitments shall become effective as of the Purchaser first date that the following conditions precedent have been satisfied: (i) all conditions set forth in Section 4.4 with respect to purchase the applicable Incremental Projects shall have been met; (ii) since the Closing Date, no event or circumstance which has had a Material Adverse Effect shall have occurred and ---------- acquire Shares under be continuing; (iii) no Default or Event of Default shall have occurred and be continuing as of the Incremental Satisfaction Date or would exist immediately after giving effect to the borrowings to be made on the Incremental Satisfaction Date; (iv) all representations and warranties contained in this Agreement and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Incremental Satisfaction Date (unless such representation and warranty is subject qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as if made on and as of such date, except to the fulfillment extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or waiver by cause to be delivered officer’s certificates and legal opinions with respect to the PurchaserIncrease Joinder to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) of each of The Administrative Agent shall have received, at least ten (10) Business Days prior to the following conditionsrequested Incremental Satisfaction Date: (a) The Company Registration Statement: (x) shall be effective as to all SharesAll documentation and other information regarding the Pledgors and the Obligors requested in connection with applicable “know your customer” rules and regulations, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make Anti-Money Laundering Laws, including the statements therein, in light of the circumstances under which they were made, not misleading.Patriot Act; and (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject Beneficial Ownership Certifications with respect to official notice of issuance)each Pledgor and each applicable Obligor. (cvii) The representations and warranties of the Company made Borrower has delivered a notice meeting the requirements set forth in this Agreement shall be true and correct as of and on each of Section 2.3.1(b) at least forty-five (45) days prior to the date of this Agreement and each Settlement Incremental Satisfaction Date, as if first made and restated on each such date.; and (dviii) The Company shall have issued a press release reasonably acceptable to no later than ten (10) Business Days before the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Inclusion Date, the Company Borrower shall file have delivered to the Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in consultation with the Commission Independent Engineer) and (B) a prospectus supplement certificate of an Authorized Officer of the Borrower stating that the Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Company Registration StatementAdministrative Agent, in agreed form, in order to evidence the Lenders and disclose the offer LC Issuers and sale as of the Shares issued hereunder (the "SUPPLEMENT")Incremental Satisfaction Date.

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of any Incremental Facility, that the entire amount of such Incremental Facility is funded), and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsproceeds therefrom: (aA) The Company Registration Statement: no Default or Event of Default shall exist at the time of funding; provided that, to the extent the proceeds of such Incremental Facility are being used to finance a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (xi) as of the date the signing of the Limited Condition Acquisition Agreement, no Default or Event of Default shall have occurred and be effective as to all Shares, not subject to any threatened or actual stop order continuing and (yii) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this the funding of such Incremental Facility, no Default or Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and is continuing at such time of funding; (B) as of the last day of the most recent Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.1, the Total Net Leverage Ratio recomputed on a pro forma basis shall not exceed 3.75:1.00; provided that if the proceeds of such Incremental Facility are being used to finance a Limited Condition Acquisition, the Total Net Leverage Ratio shall be determined as of the date that the applicable Limited Condition Acquisition Agreement is entered into, and each Settlement Date, calculated as if first made such Limited Condition Acquisition (and restated any other pending Limited Condition Acquisition) and other pro forma events in connection therewith were consummated on each such date.; (dC) The Company proceeds of any such Incremental Term Loan shall be used solely to finance or refinance the purchase price of, and to pay fees, costs and expenses in connection with, a Permitted Acquisition consummated substantially concurrently with the incurrence thereof or within forty-five (45) days prior to the date of incurrence; (D) such Incremental Facility shall constitute “Senior Obligations” under any Subordination Agreement; and (E) Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject Increase Effective Date; provided that: (i) (x) to the fulfillment extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition, no Event of Default under §14.1(a), (b), (g) and (h) shall have occurred and be continuing or waiver by (y) otherwise, no Default shall have occurred and be continuing or would result from the Purchaserborrowings to be made on the Increase Effective Date; (ii) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition, the Specified Representations are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the following conditions:covenants set forth in §11 as of the end of the latest fiscal quarter for which internal financial statements are available; and (aiv) The Company Registration Statement: (x) the Borrowers shall be effective as make any breakage payments in connection with any adjustment of Revolving Loans pursuant to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading§6.9. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Any Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, shall become effective as of its Incremental Facility Effective Date; provided that: (i) the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to condition set forth in Section 5.2(c) shall be satisfied (except as otherwise set forth in the fulfillment applicable Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (or waiver by the Purchaserii) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on each and as of such specific date); provided that, if the date primary purpose of this Agreement such Incremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 7.7, the foregoing shall be limited to the Specified Representations (other than Section 4.19 with respect to the target in such Permitted Acquisition and each Settlement Dateits Subsidiaries); (iii) no Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Facility Effective Date (except as otherwise set forth in the Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if first made and restated on each the primary purpose of such date.Incremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 7.7, the foregoing shall be limited to no Specified Event of Default; and (div) The Company the Borrower shall have issued a press release deliver or cause to be delivered any customary legal opinions or other documents reasonably acceptable to requested by the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Administrative Agent in connection with any such press release by 8:30 a.m. (New York time) on May 9, 2003transaction. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The No Lender shall have any obligation to make any Revolving Advance to a Borrower (other than any Revolving Advances under Section 2A.4 hereof) and no Issuing Lender shall issue, or cause the issuance of, a Letter of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of Credit unless, in each of the following conditions: (a) The Company Registration Statement: instance, (x) shall be effective as with respect to all Sharesa Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.4 hereof), not subject such Borrower delivers to any threatened or actual stop order the Agent a Borrower's Certificate dated the date of such Revolving Advance and (y) will not contain any untrue statement of material fact or omit the following conditions precedent are fulfilled to state any material fact required to be stated therein or necessary to make the statements therein, in light satisfaction of the circumstances under which they were made, not misleading.Agent (or waived in writing by the Majority Lenders): (bi) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The all representations and warranties made by each of the Company Credit Parties contained herein or otherwise made in this Agreement any Loan Document (including, without limitation, each Borrower's Certificate), officer's certificate or any agreement, instrument, certificate, document or other writing delivered to the Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects with the same effect as of though such representations and warranties had been made on each and as of the date of this Agreement and each Settlement Datesuch borrowing or issuance of a Letter of Credit (unless any such representation or warranty speaks as of a particular date, in which case it shall be deemed repeated as if first made and restated on each of such date.); (dii) The Company on the date of such borrowing or issuance of a Letter of Credit there shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence exist no Default or Event of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement Default (either immediately before or after giving effect thereto); (iii) if the Company shall not be requesting a Letter of Credit, the Agent on behalf of the Issuing Bank shall have issued (to the extent requested by any such press release by 8:30 a.m. (New York timeIssuing Bank) on May 9, 2003.received a duly executed and delivered Letter of Credit Agreement with respect thereto; (eiv) There such Borrower shall be no litigationhave complied with all procedures and given all certificates, investigation, inquiry notices and other documents required hereunder for such advance or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.issuance; and (fv) On the first Settlement Date, Agent shall have received such other approvals of governmental authorities or documents as the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Agent may have reasonably requested.

Conditions. The obligation availability of the Purchaser Incremental Term Loans will be subject solely to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) no Default or Event of Default shall have occurred and be effective as to all Shares, not subject to any threatened continuing on the date such Incremental Term Loans are incurred or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.would exist immediately after giving effect thereto; (b) The Company shall have secured the listing representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be accurate in all respects) immediately prior to, and immediately after giving effect to, the incurrence of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).such Incremental Term Loans; and (c) The such other conditions (if any) as may be required by the Incremental Lenders providing such Incremental Term Loans, unless such other conditions are waived by such Incremental Lenders; provided that if the proceeds of such Incremental Term Loans will be used to finance, in whole or in part, the acquisition of all or substantially all the assets of, or a majority of the Equity Interests in, or the merger, consolidation or amalgamation with, a Person or division or line of business of a Person, (i) the condition in the foregoing clause (a) may be waived (or not required) by the Incremental Lenders providing such Incremental Term Loans; and (ii) the condition in the foregoing clause (b) may be limited to the accuracy in all material respects of (A) the Specified Representations and (B) any representations and warranties made with respect to such Person, division or line of business in the agreement governing such acquisition, merger, consolidation or amalgamation to the extent the breach of such representations and warranties is material to the interests of the Company made in this Agreement shall be true and correct as Lenders; provided that the failure of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each any such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall representation or warranty will not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale failure of the Shares issued hereunder conditions set forth in the foregoing clause (b) unless such breach results in a failure of a condition precedent of the "SUPPLEMENT"obligations of the Borrower or a Restricted Subsidiary to consummate such acquisition, merger, consolidation or amalgamation or permits the Borrower or a Restricted Subsidiary to terminate such agreement (after giving effect to any applicable notice and cure provisions).

Conditions. The obligation Any Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsapplicable Increase Effective Date; provided that: (ai) The Company Registration Statement: (x) no Lender shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, participate in light of the circumstances under which they were made, not misleading.any such new incremental facility; (bii) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The all representations and warranties of the Company made contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on each and as of such date except to the extent such representations and warranties expressly relate to an earlier date and in such case, such representations and warranties shall be true and correct in all material respects as of such date; provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of the date applicable date, before and after giving effect to such Borrowing of this Agreement Term Loans; (iii) no Default or Event of Default shall have occurred and each Settlement be continuing or would result from the Borrowings to be made on such Increase Effective Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the applicable Increase Effective Date, as if first made and restated on each such date.without giving effect to any Collateral Coverage Ratio Cure Period; and (div) The Company shall have issued a press release reasonably acceptable after giving pro forma effect to the PurchaserBorrowings to be made on the Increase Effective Date, disclosing (A) the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company Collateral Coverage Ratio shall not have issued such press release by 8:30 a.m. be less than 2.00 to 1.00 and (New York timeB) on May 9, 2003the aggregate outstanding amount of all Priority Lien Debt is no greater than $5,000,000,000. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 4.01. The obligation of the Purchaser to purchase and ---------- acquire Shares Seller under this Agreement is to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by the Purchaser) satisfaction of each of all the following conditions, any one or more of which may be waived in writing by Seller: (a) The Company Registration Statement: (x) Seller shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light have received payment of the circumstances under which they were made, not misleadingPurchase Price in accordance with Section 2.02 of this Agreement. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Purchaser set forth in Section 3.02 of this Agreement shall be true and correct as of and on each in all material respects. (c) Purchaser shall have delivered all of the date of this Agreement documents and each Settlement Date, as if first made and restated on each such dateother items described in Section 5.01. (d) The Company Lender's Consent shall have issued been obtained. Purchaser acknowledges that obtaining Lender's Consent will require Purchaser's cooperation. In connection therewith, Purchaser shall, at its sole cost and expense (except, with respect to clause (iv) of this Section, as otherwise provided in Section 2.04 hereof), and shall cause its affiliates and employees to promptly, (i) provide such information, (ii) execute and deliver such certificates, instruments and agreements, (iii) deliver acceptable legal opinions, addressed to Lender and the Rating Agencies (as defined in the Indenture), including, without limitation, a press release reasonably acceptable to substantive non-consolidation opinion, and (iv) take such other actions as are required by the Purchaser, disclosing Indenture and any other loan documents in connection with the existence of transaction contemplated by this Agreement and such other actions as may be reasonably requested by Seller, Lender and/or the material terms hereofRatings Agencies (including any of the foregoing actions as may be requested by Seller as may be necessary to satisfy the requirements in the Indenture). 4.02. The obligation of Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question to consummate the transactions contemplated hereby or, if determined in a manner adverse shall be subject to the Companysatisfaction of all of the following conditions, that could reasonably any one or more of which may be expected to result waived in a material writing by Purchaser: (a) Seller shall have delivered all of the documents and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserother items described in Section 5.02. (fb) On The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters that are Lessee's responsibility under the first Settlement Date, the Company Net Lease. (c) Lender's Consent shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")have been obtained by Seller.

Conditions. The obligation obligations and liabilities of the Purchaser Infonet to purchase and ---------- acquire Shares a person or entity seeking indemnification (an "Indemnified Party") under this Closing Agreement is with respect to claims resulting from the assertion of liability by third parties shall be subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) a. The Company Registration Statement: (x) Indemnified Party shall give written notice to Infonet of the nature of the assertion of liability by a third party and the amount thereof promptly after the Indemnified Party learns of such assertion. The Indemnified Party also shall give written notice to Infonet of any assertion of liability made by it against GSI and shall provide Infonet with a copy of such assertion. The foregoing notwithstanding, failure of an Indemnified Party to comply with its obligations under this Section 8 shall affect its right to indemnity only to the extent Infonet demonstrates actual damage caused by such failure. b. If any Action is brought by a third party against an Indemnified Party, the Action shall be effective defended by Infonet and such defense shall include all appeals or reviews which counsel for Infonet shall deem appropriate. Until Infonet shall have assumed the defense of any such Action, or if the Indemnified Party shall have reasonably concluded that there are likely to be defenses available to the Indemnified Party that are different from or in addition to those available to Infonet (in which case Infonet shall not be entitled to assume the defense of such Action), all legal or other expenses reasonably incurred by the Indemnified Party shall be borne by Infonet and shall be repaid to Infonet by the Indemnified Party if it is finally determined that Infonet was not liable or responsible for the claim underlying the Action. c. In any Action initiated by a third party and defended by Infonet, (i) the Indemnified Party shall have the right to be represented by advisory counsel and accountants, at its own expense, (ii) Infonet shall keep the Indemnified Party fully informed as to the status of such Action at all Sharesstages thereof, whether or not subject the Indemnified Party is represented by its own counsel, (iii) the Indemnified Party shall make available to any threatened or actual stop order Infonet, and its attorneys and accountants, all books and records of the Indemnified Party relating to such Action, and (yiv) will not contain any untrue statement of material fact or omit the parties shall render to state any material fact required to be stated therein or necessary to make the statements thereineach other such assistance (including, in light without limitation, as contemplated by Section 4.6 of the circumstances under which they were made, not misleadingAcquisition Agreement) as may be reasonably required for the proper and adequate defense of such Action. (b) The Company d. In any Action initiated by a third party and defended by Infonet, Infonet shall have secured not make any settlement of any claim without the listing written consent of the Shares on Indemnified Party, which consent shall not be unreasonably withheld or delayed. Without limiting the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties generality of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Dateforegoing, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company it shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry deemed unreasonable to withhold consent to a settlement involving injunctive or proceeding pending or threatened in writing (including without limitation with other equitable relief against the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business Indemnified Party or its prospects assets, employees or impose liability upon the Purchaserbusiness. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation institution of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Add-On Term Loan shall be subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (aI) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date conditions set forth in Section 5.02 shall be satisfied or waived in accordance with the terms hereof; (II) no Default or Event of this Agreement Default shall have occurred and each Settlement be continuing or would result from the Add-On Term Loan made on the Add-On Term Loan Effective Date, as if first made and restated on each such date.any; (dIII) The Company the Borrower shall have issued deliver, or cause to be delivered, any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (IV) any Person providing any portion of the Add-On Term Loan that is not an existing Lender must be an Eligible Assignee; (V) any institution of the Add-On Term Loan shall be in a press release reasonably acceptable minimum principal amount of Fifty Million Dollars ($50,000,000), and in integral multiples of Ten Million Dollars ($10,000,000) in excess thereof; (VI) other than with respect to any Add-On Term Loan the proceeds of which shall be used to finance a Permitted Acquisition or any other Investment permitted under Section 8.04, a Responsible Officer of the Borrower shall deliver to the PurchaserAdministrative Agent a Pro Forma Compliance Certificate demonstrating that the Borrower would be in compliance with all applicable Financial Covenants in effect at such time on a Pro Forma Basis, disclosing recomputed as of the existence last day of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.last ended Test Period; and (eVII) There the Applicable Rate, fees and scheduled principal amortization payments under each Add-On Term Loan shall be no litigation, investigation, inquiry or proceeding pending or threatened as set forth in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the PurchaserAdd-On Term Loan Lender Joinder Agreement. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch Incremental Effective Date; provided that: (ai) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties under Article III shall be true in all material respects with the same effect as though made on and as of such date, except to the Company made extent such representations and warranties expressly relate to an earlier date (in this Agreement which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; provided that, solely with respect to Incremental Revolving Loans that are used to effect or finance a Permitted Acquisition or Investments permitted under this Agreement, the Borrowers shall have the option of making any representations and on each warranties under Article III (other than any customary “specified representations”) and determinations as to the availability of any “basket-carveouts” under Article VII effective as of the date of this entering the definitive agreement for such Permitted Acquisition or such Investment in accordance with the Limited Condition Transaction provisions set forth in Section 1.09; (ii) no Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Effective Date; (iii) the Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.20(d); (iv) the Borrowers shall deliver or cause to be delivered any legal opinions or other customary documents reasonably requested by the Administrative Agent in connection with any such transaction; (v) if not already permitted by the Intercreditor Agreement and each Settlement Dateto the extent necessary, as if first made and restated on each such date. (d) The Company the Intercreditor Agreement shall have issued a press release reasonably acceptable to the Purchaserbeen amended, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse reasonably satisfactory to the CompanyAdministrative Agent, to reflect an increase in the maximum principal amount of the aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (as such term is defined in the Intercreditor Agreement) under Section 10.4(b)(i) of the Intercreditor Agreement in an amount equal to the amount of the increased or new Commitments; and (vi) if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that could reasonably be expected the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall enter into any security documents, amendments, confirmations, reaffirmations or other agreements to result in a material and adverse effect maintain the Collateral Agent’s fully perfected First Priority Lien on the CompanyCollateral, its business or its prospects or impose liability upon subject to the Purchaser. terms of the Intercreditor Agreement (f) On the first Settlement Dateso long as any Term Loans are outstanding), the Company shall file with terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale terms of the Shares issued hereunder any Permitted Secured Indebtedness Intercreditor Agreement (the "SUPPLEMENT"so long as any Permitted Secured Indebtedness is outstanding).

Conditions. The effectiveness of this Agreement and the obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement any Bank hereunder is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditionsconditions as of the Effective Date or at the time of any Borrowing, as applicable: (a) The Company Registration Statement: (x) the fact that the Effective Date shall be effective as have occurred prior to all SharesAugust 31, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.2001; (b) The Company shall have secured receipt by the listing Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).case may be; (c) The the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (e) the fact that no Default shall have occurred and be continuing; (f) the fact that the representations and warranties of the Company made Borrower (in the case of a Borrowing, other than the representation set forth in Section 4.02(b)) contained in this Agreement shall be true (it being understood and agreed that the representation and warranty set forth in Section 4.13 shall be true and correct as to all information furnished prior to the making of and on each the respective Loan); and (g) the fact that (i) there shall be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this Agreement clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and each Settlement Datewarranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser), disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation), investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale (g) of the Shares issued hereunder (the "SUPPLEMENT")this Section.

Conditions. The Notwithstanding anything to the contrary herein, the obligation of the Purchaser Company to purchase and ---------- acquire Shares consummate any conversion under this Agreement is Section 7 shall be subject to the fulfillment (satisfaction, or waiver by the Purchaser) Company, of each of the following conditions: (ai) The Company Registration Statement: all approvals or authorizations of, filings and registrations with, and notifications to, all Governmental Authorities, if any, required to consummate such conversion (xincluding the issuance and delivery of the Lazard Ltd Stock) shall be effective as in full force and effect and all waiting periods required by law shall have expired or been terminated, and no Burdensome Condition shall have been imposed by any Governmental Authority in connection therewith; (ii) all approvals of shareholders of Lazard Ltd required by law or regulation (including, for the avoidance of doubt, the rules and regulations of the New York Stock Exchange, Inc.) to all Sharesconsummate such conversion (including the issuance and delivery of the Lazard Ltd Stock) shall have been obtained; and (iii) no statute, not subject to rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) of any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinGovernmental Authority that, in light each case, prohibits consummation of such conversion (including the issuance and delivery of the circumstances under which they were made, not misleading. (bLazard Ltd Stock) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject been enacted, issued, promulgated, enforced or entered. With respect to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Dateforegoing conditions, the Company and the Holder hereby undertake to use commercially reasonable efforts to cause, and to assist the other in causing, each such condition to be satisfied as promptly as practicable after written notice of such conversion shall file have been given by the Holder in accordance with the Commission a prospectus supplement Section 7(c)(iii), and, to the Company Registration Statementextent reasonable, in agreed form, in order to evidence and disclose the offer and sale take such other actions as are necessary or advisable to consummate such conversion as of the Shares issued hereunder (desired Conversion Date or as promptly as practicable thereafter. Notwithstanding anything herein to the "SUPPLEMENT").contrary, nothing in this Note shall be deemed to

Conditions. The obligation (i) As a condition precedent to each Term Loan Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Purchaser Borrower and, if reasonably determined by the Administrative Agent to purchase and ---------- acquire Shares be necessary or desirable under this Agreement is subject applicable Requirements of Law with respect to the fulfillment Loan Documents of a Guarantor, of each such Guarantor, dated as of the Term Loan Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (or waiver A) certifying and attaching the resolutions adopted by the Purchaser) of each Borrower or such Guarantor approving or consenting to such Term Loan Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the following conditions: (aObligations on the Closing Date) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (yB) will not contain any untrue statement of material fact or omit certifying that (1) both before and immediately after giving effect to state any material fact required to be stated therein or necessary to make the statements thereinsuch Term Loan Increase, in light as of the circumstances under which they were made, not misleading. Term Loan Increase Effective Date no Default or Event of Default shall exist and be continuing and (b2) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Borrower and each other Loan Party contained in this Agreement shall be Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Term Loan Increase Effective Date, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Term Loan Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the date of this Agreement type delivered on the Closing Date as are reasonably requested by, and each Settlement Datein form and substance reasonably satisfactory to, as if first made and restated on each such datethe Administrative Agent. (dii) The Company Each Term Loan Increase shall have issued a press release reasonably acceptable to the Purchaser, disclosing same terms as the existence of this Agreement outstanding Term Loan Loans and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale part of the Shares issued hereunder (the "SUPPLEMENT")existing Term Loan Facility hereunder. Cash Collateral.

Conditions. The obligation Incremental Revolving Commitments shall become effective and the Borrowers may draw upon such Incremental Revolving Commitments, as of the Purchaser such Increase Effective Date; provided that: (i) Subject to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of Section 1.06(b), each of the following conditions: conditions set forth in Sections 4.02(b), (ac), (d) The Company Registration Statement: and (xe) shall be effective as satisfied on or prior to all Shares, not subject the Increase Effective Date; (ii) Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.20(d); (iii) Administrative Agent and Collateral Agent shall have received audits reasonably satisfactory to Administrative Agent and Collateral Agent with respect to any threatened new Accounts or actual stop order and (y) will not contain any untrue statement hydrocarbon Inventory being added to the Borrowing Base, if any, in connection with the Incremental Revolving Loans prior to such Accounts or hydrocarbon Inventory being included for purposes of material fact or omit calculating the Borrowing Base; provided, that this requirement to state any material fact obtain such audits shall only be required to be stated therein the extent the new Accounts and/or hydrocarbon Inventory being added to the Borrowing Base equals or necessary to make the statements therein, in light exceeds 10% of the circumstances under which they were made, not misleading.then-existing Borrowing Base; (biv) The Company Borrowers shall have secured deliver or cause to be delivered any legal opinions or other documents reasonably requested by the listing Administrative Agent in connection with any such transaction; provided, however, that any or all of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date requirements of this Agreement and each Settlement Datesubsection 2.20(b) (other than the requirements in clause (i) with respect to Section 4.02(d), as if first made and restated on each such date. clause (diii) The Company shall have issued a press release reasonably acceptable to (except for any waiver of payments under Section 2.13 by the PurchaserLenders providing the Incremental Revolving Commitments) or clause (iv)) may be modified and/or waived by the Borrowers, disclosing the existence of this Agreement Administrative Agent and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if Lenders providing the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Incremental Revolving Commitments. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation (i) As a condition precedent to each Incremental Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Purchaser Borrower and, if reasonably determined by the Administrative Agent to purchase and ---------- acquire Shares be necessary or desirable under this Agreement is subject applicable Requirements of Law with respect to the fulfillment Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (or waiver A) certifying and attaching the resolutions adopted by the PurchaserBorrower or such Guarantor approving or consenting to such Incremental Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, no Event of Default shall exist and be continuing, (2) immediately after giving effect to such Incremental Increase, as of the Increase Effective Date, the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Incremental Increase and the use of proceeds thereof) with each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order financial covenants contained in Section 7.14 and (y3) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Borrower and each other Loan Party contained in this Agreement Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations or warranties modified by a materiality or Material Adverse Effect standard, each such representation or warranty shall be true and correct in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Incremental Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, organizational documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have substantially the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Revolving Credit Lender having a Revolving Credit Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Revolving Credit Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Revolving Credit ▇▇▇▇▇▇’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Revolving Credit Lender’s Applicable Revolving Credit Percentages (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of this Agreement such increase there are any Revolving Credit Loans outstanding, the Revolving Credit Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Revolving Credit Percentages arising from such Revolving Credit Increase, and each Settlement Date, the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Revolving Credit Lenders as if first made and restated on each such datepayments were effected by prepayments of Revolving Credit Loans. (diii) The Company To the extent that any Incremental Increase shall have issued take the form of a press release reasonably acceptable Term Loan Increase or an Incremental Term Loan, this Agreement may be amended to the Purchaserextent necessary (without the need to obtain the consent of any Lender or any L/C Issuer other than the Lenders providing such Incremental Term Loans or Term Loan Increase), disclosing including with respect to such terms as are customary for a term loan commitment, including mandatory prepayments, assignments and voting provisions; provided that (i) if any such terms (when taken as a whole) are materially more restrictive to the existence of this Agreement Borrower and the its Restricted Subsidiaries then such material terms hereofshall be added to the Term Facility hereunder, provided that if such terms have been amended, modified or removed by the requisite Lenders providing such Incremental Term Loans, such terms shall be automatically deemed amended, modified or removed in respect of each other Term Facility hereunder (or tranche thereof) without any further action by or consent of any Person and (ii) no such terms or amendment shall contravene any of the terms of the then existing Loan Documents. The Purchaser may terminate On any Increase Effective Date on which any Incremental Increase in the form of a Term Loan Increase or an Incremental Term Loan is effective, subject to the satisfaction of the terms and conditions in this Section 2.14, each Lender of such new Term Loan Increase or an Incremental Term Loan shall make an amount equal to its obligation commitment to acquire Shares under this Agreement if such new Term Loan Increase or an Incremental Term Loan available to the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9Borrower, 2003in a manner consistent with Borrowings hereunder. (eiv) There Notwithstanding anything to the contrary contained in this subsection 2.14(d), to the extent agreed to by the applicable Lenders providing an Incremental Increase, the only conditions precedent to any Incremental Increase incurred in connection with a Limited Conditionality Transaction shall be no litigation, investigation, inquiry or proceeding pending or threatened those set forth in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the PurchaserSection 1.09. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser Except for a Transfer pursuant to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of Section 10.3, the following conditionsconditions automatically apply to each Transfer, whether or not consented to by Landlord: (a) The Company Registration Statement: Tenant shall execute, have acknowledged, and deliver to Landlord, and cause the Transferee to execute, have acknowledged, and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (xi) the Transferee adopts this Lease and assumes and agrees to perform all of the obligations of Tenant hereunder which accrue on and after the effective date of the Transfer, as to the portion of the Leased Premises transferred to it; (ii) if less than all of the Leased Premises is Transferred, any such Transfer shall be effective effected by a sublease and Tenant and the Transferee shall arrange between themselves, at their expense, for access to the portion of the Leased Premises transferred and to the portion of the Leased Premises not transferred, as may be required by applicable Legal Requirements (provided that any alterations required to effect such access must be approved in writing by Landlord); (iii) in the case of any Transfer which is effected by a sublease, the Tenant under the Lease shall remain obligated for the performance of all Shares, obligations of Tenant under this Lease and such sublease shall not create any privity of contract or estate between the subtenant and Landlord (and any provisions in this Section 10.2(a) to the contrary shall not be applicable to any such sublease); (iv) each Transferee shall use and occupy the transferred space solely for the Permitted Use and otherwise in accordance with all applicable Legal Requirements and the provisions of this Lease; (v) the Transferee under an assignment of this Lease specifically acknowledges and agrees that the provisions of Section 16 are applicable to the Transferee; (vi) the documentation of any Transfer constituting and assignment of this Lease must be reasonably satisfactory to Landlord and (v) Landlord acknowledges and agrees that upon a transfer and subject to any threatened the Transferee’s creditworthiness and operating history being equal to or actual stop order and (y) will greater than Tenant’s, as reasonably determined by Landlord, which shall be subject to Landlord’s reasonable discretion not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinunreasonably withheld, in light Tenant shall be released from all obligations of Tenant hereunder as of the circumstances under which they were made, not misleading.effective date of such assignment; and (b) The Company Tenant shall have secured deliver to Landlord a counterpart of all instruments relative to any Transfer executed by all parties to such transaction (Tenant will not be required to deliver copies of underlying merger, acquisition, purchase, or similar documents so long as Landlord receives documents making the listing Transfer and the subsequent legal structure of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuanceTransferee). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 9.1 The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Plan shall be subject to the fulfillment (or waiver by the Purchaser) of each satisfaction in all material respects of the following conditionsterms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and the Supporting Parties, and each of which, as applicable, may be waived by KGI and by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (a) The Company Registration Statement: (x) the Closing Date shall be effective as to all Shares, not subject to any threatened occur on or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make before the statements therein, in light of the circumstances under which they were made, not misleading.Outside Date; (b) The Company shall have secured all disclosure documents on or after the listing Agreement Date, Court sanction materials and definitive agreements in respect of the Shares on Transaction (including all Transaction Documents) shall be in a form agreed to in advance by KGI and the Nasdaq SmallCap Market (subject to official notice of issuance).Supporting Parties, each acting reasonably; (c) any amendments to the structure of the Transaction and the steps required to complete the Transaction from those provided for in the Plan shall be in form and substance satisfactory to KGI and the Supporting Parties, each acting reasonably; (i) the Plan, the Final Order, all other orders and all materials filed by or on behalf of CPC and its subsidiaries in the CBCA Proceedings shall be in a form reasonably agreed to in advance by KGI and the Supporting Parties when filed and as supplemented, amended or modified, as applicable, and with respect to any and all orders, shall have been entered in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (ii) the Plan shall have been approved by the requisite majorities of all applicable stakeholder groups of CPC and its subsidiaries as and to the extent required by the Court in the Interim Order or otherwise; and (iii) the Plan shall have been approved by the Court and the Final Order and all other orders granted by the Court shall be in full force and effect, final and binding with no appeal or motion to vary or amend outstanding in respect thereof and all such appeals and motions finally determined, in each case in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (e) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been made to any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Transaction or any part thereof or requires a material variation from the form of the Transaction contemplated herein; (i) the Shares held by the Cashed Out Shareholders shall have been acquired for immediately available cash consideration of C$6.00 per share and (ii) the Shares held by the Supporting Parties and the Existing CPC Board shall have been exchanged for an interest in the Junior Last Out Convertible Term Loan in the manner contemplated herein; (g) all conditions in the CPC Arrangement Agreement shall have been satisfied or waived (with any such waiver by CPC being acceptable to the Supporting Parties); and (h) all consents required under applicable law, including the Key Consents, shall have been obtained. 9.2 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and may be waived by KGI: (a) the Supporting Parties shall have performed or complied with, in all material respects, their obligations and covenants under this Agreement; (b) the representations and warranties of the Company made Supporting Parties set forth in this Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if made at and as of such time, except (i) as such representations and on each warranties may be affected by the occurrence of the date of events or transactions contemplated and permitted by this Agreement and each Settlement Date, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date; and (c) (i) the representations and warranties of CPC set forth in the CPC Arrangement Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if first made at and restated as of such time, except (A) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement or the CPC Arrangement Agreement, (B) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (C) where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) there shall have been no material default in the performance or observance by CPC of any material covenant set forth in the CPC Arrangement Agreement, which default has not been cured in accordance with the terms of the CPC Arrangement Agreement; and (iii) all conditions precedent to the CPC Arrangement Agreement shall have been satisfied or waived by KGI. 9.3 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of Supporting Parties and may be waived by unanimous consent of the Supporting Parties that have executed this Agreement on each the Agreement Date: (a) KGI shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; (b) the representations and warranties of KGI set forth in this Agreement and the CPC Arrangement Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and (ii) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date.; (c) the Notes, including any Accrued Interest thereon, shall have been exchanged for equal interests in the principal of the New Term Loan; (d) The Company shall have issued a press release reasonably acceptable to Payment in full of the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Take-Up Fee; (e) There KGI shall have irrevocably agreed to satisfy the KGI Funding Commitment and shall have funded that portion thereof required to be no litigation, investigation, inquiry funded at or proceeding pending or threatened in writing (including without limitation with before the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.Effective Time; (f) On each right and privilege of any kind of the first Settlement Date, Supporting Parties contemplated in the Company Plan and each of Schedule C and Schedule D (“Supporting Parties’ Rights”) shall file have been memorialized in duly executed and delivered definitive documentation that comports in all material respects with the Commission a prospectus supplement terms set forth in this Agreement and in each of Schedule C and Schedule D, as applicable, in each case acceptable to KGI and each of the Supporting Parties, each acting reasonably, which documentation shall provide, among other things, that in no event shall such documentation be amended, supplemented or otherwise modified in any way to modify, amend or waive compliance with any of the provisions or terms (or to add new provisions that contravene or impair any such provisions or terms) thereof providing for (or otherwise governing) any Supporting Parties’ Rights except with the unanimous consent of all of the Supporting Parties that have executed this Agreement on the Agreement Date; and (g) KGI shall have caused to be delivered, executed and rendered fully effective (subject only to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale occurrence of the Shares issued hereunder closing of the Transaction) purchase contracts entered into by CPC (or to be automatically assigned to CPC concurrently with the "SUPPLEMENT")closing of the Transaction) representing an aggregate increase in the per annum orders for newsprint from CPC equal to at least 200,000 tons over a duration to be agreed upon.

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver date determined by the Purchaser) of applicable Borrower and the Administrative Agent to be the effective date (each of the following conditionssuch date, an “Increase Effective Date”); provided that: (ai) The Company Registration Statement: no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; provided that in the case of a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a) or Section 8.01(f) shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (xii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be effective as deemed to all Shares, not subject refer to any threatened or actual stop order the most recent financial statements furnished pursuant to subsections (a) and (y) will not contain any untrue statement b), respectively, of material fact or omit to state any material fact Section 6.01; provided that in the case of a Limited Condition Transaction, the relevant Lenders may agree that only customary “specified representations” shall be required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct in all material respects on and as of and the Increase Effective Date. (iii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in pro forma compliance with each of the date covenants set forth in Section 7.11 as of this Agreement and each Settlement Date, as if first made and restated on each such date.the end of the latest fiscal quarter for which financial statements have been or are required to be furnished pursuant to subsection (a) or (b) of Section 6.01; and (div) The Company the applicable Borrower shall have issued a press release reasonably acceptable deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Original Closing Date to the Purchaserextent reasonably requested by, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commissionform and substance reasonably satisfactory to, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the PurchaserAdministrative Agent. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (aii) The Company Registration Statement: no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (xiii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, the Borrowers shall, as of such date, be in compliance with the covenant set forth in Section 6.10, to the extent applicable; (iv) the Borrowers shall make any payments required pursuant to Section 2.12 or Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.23(d); (v) the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (vi) any such increase, and the incurrence of Indebtedness pursuant thereto, shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make permitted by the statements therein, in light of the circumstances under which they were made, not misleading.Intercreditor Agreement; (bvii) The Company if any Loan Party or any of its Subsidiaries owns or will acquire any Margin Stock, Borrowers shall have secured the listing of the Shares on the Nasdaq SmallCap Market deliver to each Agent an updated Form U-1 (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on with sufficient additional originals thereof for each of the date of this Agreement Lender and each Settlement DateIssuing Bank), duly executed and delivered by the Borrowers, together with such other documentation as if first made and restated on each such date. (d) The Company Agent shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed formrequest, in order to evidence enable each Agent, the Lenders, and disclose the offer and sale Issuing Banks to comply with any of the Shares issued hereunder requirements under Regulation T, Regulation U or Regulation X; and 1160299.01-CHISR1160299.03H-CHISR02A - MSW (viii) any such increase shall be permitted under the "SUPPLEMENT"Senior Note Documents and any other then existing Indebtedness of the Loan Parties and their Subsidiaries and any such increase shall not give rise to the obligation of any Loan Party or any of its Subsidiaries under the terms of the Senior Note Documents or such other Indebtedness to grant any Lien to secure such Senior Note Documents or other existing Indebtedness (other than any obligation to provide or confirm the security granted under the Term Loan Documents in accordance with the Intercreditor Agreement).

Conditions. The obligation This Agreement shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to first date (the fulfillment (or waiver by the Purchaser“Fourth Amendment Effective Date”) of when each of the following conditionsconditions shall have been satisfied: (a) The Company Registration Statement: the Administrative Agent (or its counsel) shall have received (x) shall be effective as from the Majority Lenders for the Term B Facility (determined before giving effect to all Shares, not subject the replacement of any Non-Consenting Lenders) and each Lender holding Term B Loans (after giving effect to the replacement of any threatened Non-Consenting Lenders) (i) a Consent signed on behalf of such party or actual stop order (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include facsimile or electronic transmission of a signed signature page of this Agreement) that such party has signed a Consent and (y) will not contain any untrue statement of material fact or omit from the Borrower and the Administrative Agent, an executed counterpart to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.this Agreement; (b) The Company the representations and warranties set forth in Section 5 above shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).be true and correct; (c) The representations any fees and warranties reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP) owing by the Company made in Borrower to the Administrative Agent and the Fourth Amendment Arranger pursuant to this Agreement shall be true and correct as of and on each of the date of or any letter agreement entered into in connection with this Agreement and invoiced at least three (3) Business Days prior to the date hereof shall have been paid in full; and (i) all Obligations of the Borrower with respect to the Term B Loans owing to any Non-Consenting Lender being replaced pursuant to Section 3 shall be paid in full to such Non-Consenting Lender concurrently with the assignment described in Section 3, (ii) all Obligations of the Borrower with respect to the Term B Loans owing to any Assigning Consenting Lender shall be paid in full to such Assigning Consenting Lender concurrently with the assignment described in Section 4(b)(i), (iii) all Obligations of the Borrower with respect to the Cashless Consenting Lender Assigned Amount owing to any Cashless Consenting Lender pursuant to a Cashless Consenting Lender Assignment contemplated by Section 4(c) shall be paid in full to such Cashless Consenting Lender concurrently with the assignment described in Section 4(c) and (iv) the Replacement Lender shall pay to each Settlement Datesuch Non-Consenting Lender, each such Assigning Consenting Lender and each such Cashless Consenting Lender an amount equal to (x) in the case of any Non-Consenting Lender and any Assigning Consenting Lender, the principal amount of the Term B Loans held by such Non-Consenting Lender or such Assigning Consenting Lender, as if first made applicable, in each case, plus accrued and restated on each such date. unpaid interest thereon, and (dy) The Company shall have issued a press release reasonably acceptable to in the Purchaser, disclosing the existence case of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commissionany Cashless Consenting Lender, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration StatementCashless Consenting Lender Assigned Amount of such Cashless Consenting Lender, in agreed formeach case, in order to evidence plus accrued and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")unpaid interest thereon.

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions: conditions set forth in Section 4.02 (a) The Company Registration Statement: (xother than Section 4.02(a)) shall be effective as satisfied; (ii) after giving pro forma effect to all Shares, not subject the borrowings to be made on the Increase Effective Date and to any threatened or actual stop order change in Consolidated EBITDA and (y) will not contain any untrue statement increase in Indebtedness resulting from the consummation of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct Permitted Acquisition concurrently with such borrowings as of and on each of the date of this Agreement the most recent financial statements delivered pursuant to Section 5.01(a) or (b), Borrower shall be in compliance with each of the covenants set forth in Section 6.09 and each Settlement Date, as if first made and restated on each such date.the First-Lien Leverage Ratio shall not be greater than 2.25:1.00; (diii) The Company Borrower shall have issued a press release make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.20(d); and (iv) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably acceptable requested by the Administrative Agent in connection with any such transaction; provided, further, that to the Purchaser, disclosing extent the existence proceeds of this Agreement and such borrowings are used to finance all or a portion of the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commissionpurchase price of a Permitted Acquisition, the Nasdaq Stock Market, or conditions set forth in clauses (i) (regarding Section 4.02(b) only) and (ii) above shall only apply at the NASDearlier of (A) the time the definitive agreements with respect to such Permitted Acquisition are executed and delivered (and on the date of effectiveness of any amendments thereto that challenges or calls into effect an increase of more than 5% in the question the transactions contemplated hereby orcash portion, if determined in a manner adverse to the Companyany, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder purchase price thereunder) and (B) the "SUPPLEMENT")consummation of such Permitted Acquisition.

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.03 shall be satisfied; (aii) The no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company Registration Statement: may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a 972172.01-CHISR01A - MSW certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be effective as limited to all Sharesthose contained in Sections 3.01, not subject to any threatened or actual stop order 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) will not contain any untrue statement of material fact or omit the Defaults referred to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (bSection 4.03(b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (cand Section 2.23(b)(ii) The representations and warranties of the Company made in this Agreement shall be true and correct as limited to Significant Events of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateDefault. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation obligations of the Purchaser Members with respect to purchase and ---------- acquire Shares under this Agreement is an Approved Sale are subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditions: (a) The Company Registration Statement: (xi) the consideration payable upon consummation of such Approved Sale to all Members shall be effective allocated among the Members based upon the Pro Rata Share represented by the Units Transferred by such Member pursuant to such Approved Sale; and (ii) upon the consummation of the Approved Sale, all of the Members shall receive (or shall have the option to receive) the same form of consideration for such class of Unit; provided that, in the event that securities are part of the consideration payable to the Members in connection with such Approved Sale, the Approving Party may in its discretion cause each Member that is not an “accredited investor” (as such term is defined under the Securities Act), and each such Member hereby agrees to all Sharesaccept, not subject in lieu of such securities, cash consideration equal to the Fair Market Value of such securities as of the closing of such Approved Sale (as determined by the Approving Party in good faith); (iii) no Management Investor or any holder of Class A Common Units issued in exchange for equity of Shine Holdco (UK) Limited shall be obligated to agree, in his capacity as a Member, to any threatened non-compete or actual stop order and non-solicit covenants without such Member’s consent (yother than any such non-compete or non-solicit covenants to which such Management Investor or holder of Class A Common Units was already contractually obligated); (iv) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made given directly by a Management Investor in this Agreement his capacity as a Member shall be true limited to representations and correct as warranties regarding such Management Investor’s authority, title to and ownership of its Units and on each of the date of this Agreement enforceability against such Management Investor; and each Settlement Date, as if first made and restated on each such date. (dv) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Sponsor Group is “rolling over” any of its equity interests in connection with such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement DateApproved Sale, the Company shall file with use commercially reasonable efforts to cause the Commission a prospectus supplement acquirer in such Approved Sale to the Company Registration Statement, provide customary tag-along and drag-along right provisions to Management Investors and holders of Class A Common Units issued in agreed form, in order to evidence and disclose the offer and sale exchange for equity of the Shares issued hereunder Shine Holdco (the "SUPPLEMENT")UK) Holdco.

Conditions. The Notwithstanding the foregoing, (i) the obligations of the Company under Section 12(a) shall be subject to the condition that the Reviewing Party (defined below) shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 12(c) hereof is involved) that Watford would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Purchaser Company to purchase and ---------- acquire Shares under this Agreement is make an Expense Advance pursuant to Section 12(a) shall be subject to the fulfillment (or waiver by condition that, if, when and to the Purchaser) of each of extent that the following conditions: (a) The Company Registration Statement: (x) shall Reviewing Party determines that Watford would not be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required permitted to be stated therein or necessary to make the statements therein, in light of the circumstances so indemnified under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Dateapplicable law, the Company shall file with be entitled to be reimbursed by Watford (who hereby agrees to reimburse the Commission Company) for all such amounts theretofore paid; provided, however, that if Watford commences legal proceedings in a prospectus supplement court of competent jurisdiction to secure a determination that Watford should be indemnified under applicable law, any determination made by the Reviewing Party that Watford would not be permitted to be indemnified under applicable law shall not be binding and Watford shall not be required to reimburse the Company Registration Statementfor any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Reviewing Party or if the Reviewing Party determines that Watford substantively would not be permitted to be indemnified in whole or in part under applicable law, Watford shall have the right to commence litigation in agreed formany court in the State of Texas having subject matter jurisdiction thereof and in which venue is proper seeking an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, and the Company hereby consents to service of process and to appear in order to evidence any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive and disclose binding on the offer Company and sale of the Shares issued hereunder (the "SUPPLEMENT")Watford.

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.03 shall be satisfied; (aii) The no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company Registration Statement: may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; 1160381.015-CHISR02A - MSW provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be effective as limited to all Sharesthose contained in Sections 3.01, not subject to any threatened or actual stop order 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) will not contain any untrue statement of material fact or omit the Defaults referred to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (bSection 4.03(b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (cand Section 2.23(b)(ii) The representations and warranties of the Company made in this Agreement shall be true and correct as limited to Significant Events of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateDefault. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (aii) The Company Registration Statement: (x) no Default or Event of Default shall have occurred and be effective as to all Shares, not subject to any threatened continuing or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required would result from the borrowings to be stated therein or necessary to make made on the statements therein, Increase Effective Date and any Permitted Acquisitions consummated in light of the circumstances under which they were made, not misleading.connection therewith; (biii) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of contained in Article V and the Company made in this Agreement shall be other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(a), the representations and warranties contained in Section 5.15 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 6.01; (iv) on a Pro Forma Basis (assuming, in the case of Incremental Revolving Credit Commitments, that such Incremental Revolving Credit Commitments are fully drawn but without netting the cash proceeds of such Indebtedness), the Borrowers shall be in compliance with each of the date covenants set forth in Section 7.14 as of this Agreement and each Settlement Date, as if first made and restated on each such date.the end of the latest fiscal quarter for which internal financial statements are available; (dv) The Company the Borrowers shall have issued a press release reasonably acceptable make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if Section 3.05; (vi) the Company shall not have issued such press release by 8:30 a.m. (New York time) deliver or cause to be delivered officer’s certificates and legal opinions, in each jurisdiction where a Borrower is incorporated, of the type delivered on May 9the Closing Date to the extent reasonably requested by, 2003.and in form and substance reasonably satisfactory to, the Administrative Agent; and (evii) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with A) upon the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse reasonable request of any Lender made at least ten days prior to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Increase Effective Date, the Company shall file have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Commission a prospectus supplement PATRIOT Act, in each case at least ten days prior to the Company Registration StatementIncrease Effective Date and (B) at least five days prior to the Increase Effective Date, any Credit Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in agreed form, in order relation to evidence and disclose such Credit Party; and (viii) the offer and sale proceeds of any loans made using the Incremental Revolving Credit Commitment or any Incremental Term Loans shall be used for working capital or general corporate purposes of the Shares issued hereunder Borrower and its Subsidiaries (the "SUPPLEMENT"including Permitted Acquisitions).;

Conditions. The obligation effectiveness of the Purchaser to purchase and ---------- acquire Shares under this Agreement Amendment is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditions:conditions (the date on which all such conditions are satisfied and/or waived, the “Amendment Effective Date”): 2.1. the Administrative Agent (a) The Company Registration Statement: (xor its counsel) shall be effective as to all Shares, not subject to any threatened or actual stop order have received a duly executed and (y) will not contain any untrue statement delivered counterpart of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.this Amendment signed by each Borrower and each other Loan Party party hereto; (b) The Company 2.2. this Amendment shall have secured been executed and delivered by the listing of Administrative Agent and Lenders constituting the Shares on Required Lenders; 2.3. the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of in Section 3 hereof and in the Company made in this Agreement Loan Documents shall be true and correct in all material respects (except that any such representation or warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to such qualification) in all respects, and except to the extent that such representations or warranties expressly relate to an earlier date, in which case such representation or warranty shall be true and correct in all material respects as of such earlier date); 2.4. at the time of and on immediately after giving effect to the effectiveness of this Amendment, no Event of Default shall have occurred or be continuing; 2.5. the Administrative Agent (or its counsel) shall have received an updated Schedule 1 to Pledge Agreement, detailing the pledge of the Equity Interests in CAPL JKM Holdings LLC by LGP Operations LLC, along with all certificates representing such Equity Interests, if any, delivered in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, substantially in the form provided in Exhibit A to the Pledge Agreement; 2.6. the Borrowers shall have paid to Citizens, as lead arranger of the amendments contemplated hereby, and each of the date Lenders executing this Amendment on or prior to the Amendment Effective Date, such arrangement and consent fees as Citizens and such Lenders shall have agreed with the Borrowers; and 2.7. the Borrowers shall have paid all reasonable and documented out-of-pocket legal fees and expenses of the Administrative Agent in connection with the preparation, negotiation and execution of this Agreement Amendment, and each Settlement Date, as if first made and restated on each such date. for which it has received invoices at least one (d1) The Company shall have issued a press release reasonably acceptable Business Day prior to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Amendment Effective Date. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject Notwithstanding anything to the fulfillment contrary set forth herein, a Shareholder will not be required to comply with Section 5.1 in connection with any proposed Change of Control Transaction (or waiver by the Purchaser) of each of the following conditions“Proposed Sale”), unless: (a) The Company Registration Statement: (x) shall any representations and warranties to be effective as made by such Shareholder in connection with the Proposed Sale are limited to all representations and warranties related to authority, ownership and the ability to convey title to such Shares, including, but not limited to, representations and warranties that (i) the Shareholder holds all right, title and interest in and to the Shares such Shareholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Shareholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Shareholder have been duly executed by the Shareholder and delivered to the acquirer and are enforceable (subject to any threatened or actual stop order customary limitations) against the Shareholder in accordance with their respective terms; and (yiv) will not contain any untrue statement neither the execution and delivery of material fact or omit to state any material fact required documents to be stated therein or necessary to make entered into by the statements thereinShareholder in connection with the transaction, in light nor the performance of the circumstances under Shareholder’s obligations thereunder, will cause a breach or violation of the terms of the Shareholder’s constating documents (if applicable), any agreement to which they were madethe Shareholder is a party, not misleading.or any law or judgment, order or decree of any court or governmental agency that applies to the Shareholder; (b) The Company shall have secured the listing Shareholder is not liable for the breach of any representation, warranty or covenant made by any other person (except for an Affiliate or Eligible Transferee of such Shareholder) in connection with the Proposed Sale, other than the Corporation (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Shares on the Nasdaq SmallCap Market (subject to official notice Corporation as well as breach by any Shareholder of issuanceany of identical representations, warranties and covenants provided by all Shareholders).; (c) The representations and warranties of the Company made in this Agreement liability shall be true and correct limited to such Shareholder’s applicable share (determined based on the respective proceeds payable to each Shareholder in connection with such Proposed Sale) of a negotiated aggregate indemnification amount that applies equally to all Shareholders but that in no event exceeds the amount of consideration otherwise payable to such Shareholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Shareholder, the liability for which need not be limited as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each to such date.Shareholder; and (d) The Company shall have issued upon the consummation of the Proposed Sale, each Shareholder will receive the same form of consideration for their Shares and same amount of consideration per Share as is received by other Shareholders in respect of their Shares, and if any Shareholder is given a press release reasonably acceptable choice as to the Purchaser, disclosing the existence form of this Agreement and the material terms hereof. The Purchaser may terminate its obligation consideration to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in received as a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (Proposed Sale, all Shareholders will be given the "SUPPLEMENT")same option.

Conditions. The obligation effectiveness of the Purchaser to purchase and ---------- acquire Shares under this Agreement Amendment is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsconditions precedent: (a) The Each Company Registration Statement: (x) shall be effective as have delivered to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement Holder a manually executed original of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.this Amendment; (b) The Company Companies shall have secured paid to Holder the listing of the Shares on the Nasdaq SmallCap Market Amendment Fee (subject to official notice of issuanceas defined below).; (c) The representations Companies shall have delivered to Holder an agreement executed by each Company and warranties CIT in form and substance satisfactory to Holder (the "CIT Amendment"), pursuant to which, among other things, (i) CIT shall have waived all Defaults and Events of Default (as such terms are defined in the Company made CIT Financing Agreement) in this Agreement shall be true and correct existence as of and on each of the date of this hereof under the CIT Financing Agreement, which waiver shall be subject to no conditions to effectiveness other than those substantially similar to those set forth herein, and (ii) CIT and the Companies shall have agreed to amend the financial covenants set forth in the CIT Financing Agreement and each Settlement Datesuch that the financial covenants therein are the same as the financial covenants set forth in the Loan Agreement, as if first made and restated on each such date.amended hereby; (d) The Company shall have issued a press release reasonably acceptable After giving effect to the Purchaserwaiver set forth in Section 2, disclosing no Default or Event of Default shall be in existence as of the existence of this Agreement and the material terms date hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.; and (e) There After giving effect to the CIT Amendment, no Default or Event of Default (as such terms are defined in the CIT Financing Agreement) shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale existence as of the Shares issued hereunder (date hereof under the "SUPPLEMENT")CIT Financing Agreement.

Conditions. The obligation of Tenant shall not have any right to assign this Lease or sublet the Purchaser to purchase and ---------- acquire Shares Premises under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of Section 12.7.1 above unless each of the following conditionsconditions precedent are satisfied: (a) The Company Registration Statement: Tenant shall deliver to Landlord notice at least ten (x10) shall be days prior the effective as date of such Transfer with evidence reasonably satisfactory to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement Landlord that the conditions of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.this Section have been satisfied; (b) The Company shall have secured the listing no Event of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).Default exists at such time; (c) The representations and warranties of such Transferee shall use the Company made in this Agreement shall be true and correct as of and on each of Premises only for those uses expressly permitted by the date terms of this Agreement and each Settlement Date, as if first made and restated on each such date.Lease; (d) The Company shall have issued such transaction is not entered into as a press release reasonably acceptable subterfuge to avoid the Purchaser, disclosing the existence restrictions and provisions of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Article 12; (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse Subject to the Companyprovisions of Section 12.8, that could reasonably Tenant shall remain fully liable under this Lease and the Transferee shall agree with Landlord to be expected jointly and severally liable with Tenant for all Lease obligations including the obligation to result in a material pay all Rent due under this Lease and adverse Landlord shall have received an acceptable assignment and assumption agreement to such effect on the Company, its business or its prospects or impose liability upon the Purchaser.from Tenant and Transferee; (f) On such Transferee shall execute an agreement in favor of Landlord to be bound by all of the first Settlement Dateobligations of Tenant hereunder, including, without limitation, the Company shall file obligation to pay all Rent and other charges due under this Lease; and (g) in the case of a Successor Entity, such Transferee (individually or collectively with the Commission all owned or controlled subsidiaries of Transferee) has a prospectus supplement net worth at least equal to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale Tenant as of the Shares issued hereunder date immediately prior to such merger, consolidation or transfer, as determined in accordance with generally accepted accounting principles; the determination of net worth shall be based upon financial information (the "SUPPLEMENT")reasonably acceptable to Landlord) certified by an independent certified public accountant.

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Facilities Increase Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 3.2 shall be satisfied; (aii) The Company Registration Statement: (x) no Default or Event of Default shall have occurred and be effective as to all Shares, not subject to any threatened continuing or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required would result from the Borrowings to be stated therein or necessary to make made on the statements therein, in light of the circumstances under which they were made, not misleading.Facilities Increase Date; (biii) The Company shall have secured on a Pro Forma Basis after giving pro forma effect to the listing of the Shares borrowings to be made on the Nasdaq SmallCap Market Facilities Increase Date and the use of proceeds thereof (subject to official notice including any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of issuance). (cany Permitted Acquisition concurrently with such borrowings) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and the most recent Financial Statements delivered pursuant to Section 6.1(a) or (b), Ultimate Parent Co-Borrower shall be in compliance with each Settlement Date, as if first made and restated on each such date.of the covenants set forth in Article V; (iv) A Revolving Borrower shall make any payments required pursuant to Section 2.14(d) in connection with any adjustment of Revolving Loans pursuant to clause (d) below; (v) The Company applicable Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction, and the Administrative Agent shall be reasonably satisfied with the terms and documentation of the Facilities Increase; and (vi) there shall have issued a press release reasonably acceptable been paid to the PurchaserAdministrative Agent, disclosing for the existence account of this Agreement the Administrative Agent and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing Lenders (including without limitation with any Person becoming a Lender as part of such Facilities Increase on such Facilities Increase Date), as applicable, all reasonable and documented fees and expenses (including reasonable and documented fees and expenses of counsel) due and payable on or before the Commission, Facilities Increase Date (including all such fees described in the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"Fee Letters).

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment Increase Effective Date; provided that (or waiver by the Purchaser) of each of the following conditions:except as otherwise provided in §6.18.7): (ai) The Company Registration Statement: (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition or other similar Investment, no Event of Default under §14.1(a), (b), (g) and (h) shall have occurred and be effective as to all Shares, not subject to any threatened continuing or actual stop order and (y) will not contain any untrue statement of material fact otherwise, no Default shall have occurred and be continuing or omit to state any material fact required would result from the borrowings to be stated therein or necessary to make made on the statements therein, in light of the circumstances under which they were made, not misleading.Increase Effective Date; (bii) The Company shall have secured (x) to the listing of extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition or other similar Investment, the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement Specified Representations shall be true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents shall be true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition or other similar Investment, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the date covenants set forth in §11 as of this Agreement and each Settlement Date, as if first made and restated on each such date.the end of the latest fiscal quarter for which internal financial statements are available; and (div) The Company the Borrowers shall have issued a press release reasonably acceptable make any breakage payments in connection with any adjustment of Revolving Loans pursuant to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003§6.9. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective as of such Increase Effective Date; provided that: (i) subject to Section 1.06, and (solely in the Purchaser to purchase case of any Incremental Facility (other than any Revolving Commitment Increase) incurred in connection with a Limited Condition Transaction, Permitted Acquisition or other Investment) unless (other than in the case of an Event of Default under Section 8.01(a), (b), (g) or (h)) waived by the lenders in respect of such Incremental Facility, no Event of Default (or, in the case of an Incremental Facility (other than a Revolving Commitment Increase) the proceeds of which will be used for a Permitted Acquisition or other Investment, no Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and ---------- acquire Shares under this Agreement is be continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the fulfillment terms of Section 1.06 hereof; (or waiver ii) the proceeds of the Incremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the PurchaserLoan Documents; (iii) the Borrower shall deliver or cause to be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B) (C), and (D) shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that with respect to any such separate facility to the extent secured by Collateral and in an amount in excess of the greater of $31,350,000 and 27.5% of Consolidated EBITDA, (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or counter signature by the clause (v)); provided, further, that any Incremental Facility, except to the extent not exceeding the Non-Credit Party Cap, shall (x) have a borrower other than the Borrower or a Guarantor or (y) be guaranteed by any Person unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction with respect to any Revolving Commitment Increase, such limitations shall include a limitation to the Specified Representations and such limitations shall be deemed consented to by the Revolving Lenders), each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. credit extension (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined incurred in connection with a manner adverse Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the Company, that could reasonably be expected extent such representations and warranties expressly relate to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementan earlier date, in agreed form, which case such representations and warranties shall be true and correct in order all material respects (except that any representation and warranty that is qualified as to evidence “materiality” or “Material Adverse Effect” shall be true and disclose the offer and sale correct in all respects) as of the Shares issued hereunder (the "SUPPLEMENT")such earlier date.

Conditions. (a) The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (satisfaction or waiver by the Purchaser) Underwriters of each all conditions precedent to the closing of the purchase and sale of the Firm Shares under the Underwriting Agreement shall be conditions precedent to the obligation of FBR to purchase and pay for the Shares hereunder. The following conditionsshall also be conditions precedent to the obligation of FBR to purchase and pay for the Shares: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (ci) The representations and warranties of made by the Company made in this Agreement Section 4 below shall be true and correct as of the Closing Date, provided that this clause (i) shall not apply to the extent that any truth or accuracy of a representation and on each warranty in Section 4 below is also a condition precedent to the obligations of the date of this Underwriters under the Underwriting Agreement and each Settlement Date, as if first made and restated on each such datecondition precedent has been waived by the Underwriters. (dii) The Company and each other party indicated in the signature blocks thereto shall have issued executed and delivered a press release reasonably acceptable to Third Amended and Restated Registration Rights Agreement, substantially in the Purchaserform set forth in Annex A hereto (the "Registration Rights Agreement"), disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if shall constitute "Registrable Securities" as defined in the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Registration Rights Agreement. (eiii) There FBR shall be no litigationhave received legal opinions of Fried, investigationFrank, inquiry or proceeding pending or threatened in writing Harris, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ (including without limitation with the Commission"FFHSJ"), the Nasdaq Stock Marketand ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("SAB"), or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse special counsel to the Company, in each case in form and substance reasonably satisfactory to FBR, to the effect set forth in clauses (ii), (iii) and (iv) of Section 4(a) below (it being understood that could reasonably the opinion of SAB shall be expected limited to result certain matters arising under the Investment Company Act of 1940 and that the opinion of FFHSJ need not express an opinion with respect to such matters, in a material and adverse effect on each case to an extent consistent with the Company, its business or its prospects or impose liability upon respective opinions of such counsel contemplated to be provided to the PurchaserUnderwriters pursuant to the Underwriting Agreement). (fb) On The following shall be conditions precedent to the first Settlement Date, obligation of the Company to issue and sell the Shares to FBR: (i) the representations and warranties made by FBR in Section 4(b) below shall file with be true and correct as of the Commission Closing Date. (ii) FBR shall have executed and delivered a prospectus supplement "lock-up" agreement relating to the Company Registration StatementShares substantially in the form set forth in Annex B hereto. (iii) FFHSJ shall have received a legal opinion of counsel of Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. (or such other counsel as FFHSJ may approve), in agreed formform and substance reasonably satisfactory to FFHSJ , in order to evidence and disclose the offer and sale effect that FBR is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, together with permission for FFHSJ to rely on such opinion for purposes of delivery of the Shares issued hereunder (the "SUPPLEMENT")opinion contemplated by Section 3(a)(iii) above.

Conditions. The obligation effectiveness of the Purchaser to purchase and ---------- acquire Shares under this Agreement Amendment is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditions: (a) The Company Registration Statement: Borrowers shall have executed and delivered to the Collateral Agent (x) or shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required have caused to be stated therein or necessary executed and delivered to make the statements thereinCollateral Agent by the appropriate Persons), the following, in light each case in form and substance satisfactory to the Collateral Agent: (i) a Secured Promissory Note payable to the order of each of the circumstances under Lenders, in the original principal amount equal to such Lender’s Term Loan C Commitment; (ii) an amendment to the Subordination Agreement acknowledging and permitting the increased Aggregate Term Loan Commitments; (iii) Certified copies (attached as required in Part A of the form attached as Schedule 3.01 to the Credit Agreement) of all corporate or other action taken by each Borrower and the Equity Holders of each Borrower authorizing the execution and delivery of the Notes to which they were madeit is a party (including all resolutions authorizing the execution, delivery and performance of this Amendment by such Borrower and the transactions contemplated hereby, the incurrence of the Obligations and the granting of the Liens contemplated by the Loan Documents to which it is a party, to the extent required by the Organizational Documents applicable thereto) which have been properly adopted and have not misleadingbeen modified or amended; (iv) Such other supporting documents and certificates as the Collateral Agent, the Administrative Agent, or the Lenders may reasonably request. (b) The Company Collateral Agent shall have secured received the listing favorable written opinion of general corporate counsel to the Borrowers dated as of the Shares on date hereof, addressed to the Nasdaq SmallCap Market (subject Collateral Agent, the Administrative Agent, and Lenders and reasonably satisfactory to official notice of issuance).the Collateral Agent in scope and substance; and (c) The representations and warranties of each Borrower and its Affiliates set forth in the Company made Credit Agreement, as amended hereby, and in this Agreement the other Loan Documents shall be true and correct in all material respects on and as of and on each of the effective date of this Agreement Amendment and each Settlement Date, as if first made and restated on each such dateBorrower shall have performed all obligations which were to have been performed by it hereunder prior to the effective date of this Amendment (unless waived by the Collateral Agent or the Required Lenders). (d) The Company As of the effective date of this Amendment, and since the dates of those certain Projections attached as Schedule 4.17 to the Credit Agreement and other financial documents delivered to the Collateral Agent prior thereto, no event or circumstance shall have issued occurred which could reasonably be expected to have a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Material Adverse Effect. (e) There Borrowers shall be no litigationhave paid (i) to the Collateral Agent on or before the effective date of this Amendment for the ratable account of each Term Loan C Lender, investigationa non-refundable fee in the amount of $60,000, inquiry or proceeding pending or threatened in writing (including without limitation with ii) all other fees owed to the CommissionCollateral Agent, the Nasdaq Stock MarketAdministrative Agent, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse Lenders and their respective Affiliates pursuant to the CompanyCredit Agreement, that could reasonably be expected as amended hereby, and (iii) all legal fees and expenses of counsel to result in a material Collateral Agent and adverse effect on Lenders incurred through the Company, its business or its prospects or impose liability upon the Purchaserdate hereof. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement All legal matters incident to the Company Registration Statement, in agreed form, in order transactions contemplated hereby shall be reasonably satisfactory to evidence and disclose counsel for the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Collateral Agent.

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.03 shall be satisfied; (aii) The Company Registration Statement: no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (xiii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be effective as excluded from Unrestricted Cash) (it being understood that the Designated Company may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required Incremental Term Loans permitted to be stated therein or necessary made pursuant to make such Incremental Term Loan Commitments, the statements thereinDesignated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in light calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the circumstances under which they were made, not misleading. (b) The Designated Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable delivered to the Purchaser, disclosing Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued calculations demonstrating such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").compliance;

Conditions. The obligation effectiveness of the Purchaser to purchase and ---------- acquire Shares under this Agreement Amendment is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditions precedent or concurrent (the date of satisfaction of such conditions:, the “Amendment Effective Date”): (a) The Company Registration Statement: Administrative Agent shall have received counterparts of (xi) shall be effective this Amendment duly executed and delivered by Parent, Obligor, the Administrative Agent and the Bondholders, (ii) reaffirmation agreements and/or amendments to the existing Mortgages (together with any applicable policies of title insurance or modification endorsements to title insurance policies and any UCC financing statements, as to all Sharesare reasonably required by the Administrative Agent) duly executed and delivered by the Obligor for the benefit of the Collateral Agent (“Mortgage Reaffirmation”), not subject to any threatened or actual stop order and (yiii) will not contain any untrue statement Mortgages (together with any applicable policies of material fact title insurance or omit modification endorsements to state title insurance policies and any material fact UCC financing statements, as are reasonably required by the Administrative Agent) required to be stated therein or necessary delivered pursuant to make the statements therein, in light of the circumstances under which they were made, not misleadingCollateral and Guarantee Requirement. (b) The Company Administrative Agent shall have secured received fully executed copies of an amendment to each Indenture, in form and substance, attached hereto as Exhibit A (collectively, the listing “Indenture Amendments”) certified by a Responsible Officer of the Shares on Obligor as of the Nasdaq SmallCap Market (subject to official notice of issuance)Amendment Effective Date as being complete and correct. (c) The representations Administrative Agent shall have received favorable written opinions from ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Loan Parties, or such other special counsel as may be reasonably requested by the Administrative Agent, (i) in form and warranties substance satisfactory to the Administrative Agent, (ii) dated the Amendment Effective Date, (iii) addressed to the Bondholder Parties, and (iv) covering such matters relating to the Amendment, Mortgage Reaffirmation, or the Mortgages to which any Loan Party is a party, as the Administrative Agent shall reasonably request and which are customary for transactions of the Company made in this Agreement shall be true type contemplated by the Amendment and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateBond Documents. (d) The Company Administrative Agent shall have issued a press release reasonably acceptable received favorable written opinions from Bond Counsel (i) in form and substance satisfactory to the PurchaserAdministrative Agent, disclosing (ii) dated the existence Amendment Effective Date, (iii) addressed to the Bondholder Parties, (iv) to the effect that the Indenture Amendments have been duly authorized, executed and delivered by the Issuer and constitute legal, valid and binding obligations of the Issuer enforceable in accordance with their terms (subject to customary exceptions regarding enforceability), (v) to the effect that this Agreement Amendment and the material terms hereof. The Purchaser Indenture Amendments will not adversely affect the validity of the Bonds under state law or the exclusion from gross income of interest on the Bonds for federal income Tax purposes, (vi) to the effect that this Amendment and the Indenture Amendments are permitted under the Indentures, including but not limited to Section 9.01 A of the Indentures and (vii) covering such other customary matters as the Bondholder Parties may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003reasonably request. (e) There The Administrative Agent shall be no litigationhave received a certificate of a Responsible Officer of each of the Loan Parties, investigation, inquiry or proceeding pending or threatened in writing dated the Amendment Effective Date and certifying (including without limitation with the Commission, the Nasdaq Stock Market, or the NASDA) that challenges attached thereto is a true and complete copy of the limited liability company operating agreement of such Person, together with all amendments or calls into the question the transactions contemplated hereby ormodifications thereto, if determined as in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the CompanyAmendment Effective Date (or a certification that there have been no amendments to such limited liability company operating agreement of such Person since the Closing Date), its business (B) that attached thereto is a true and complete copy of resolutions duly adopted by the appropriate governing entity or its prospects body of such Person, authorizing the Amendment and related documents and consenting to the Indenture Amendments, and that such resolutions have not been modified, rescinded or impose liability upon amended and are in full force and effect, (C) that attached thereto is a certificate of formation or other formation documents of such Person, together with all amendments or modifications thereto, as in effect on the PurchaserAmendment Effective Date (or a certification that there have been no amendments to such certificate of formation or other formation documents of such Person since the Closing Date), (D) that attached thereto are certificates as to the good standing of such Person as of a recent date from the Secretary of State of such Loan Party’s jurisdiction of formation, (E) as to the incumbency and specimen signature of each officer executing the Amendment or any other document delivered in connection herewith on behalf of such Person, and (f) as to the absence of any pending proceeding for the dissolution or liquidation of such Person or, to the knowledge of such Responsible Officer, threatening the existence of such Person. (f) On The representations and warranties set forth in Section 4 hereof shall be true and correct and the first Settlement Administrative Agent shall have received a certificate dated the Amendment Effective Date certifying thereto. (g) The Administrative Agent shall have received a certificate of a duly authorized representative of the Issuer, dated the Amendment Effective Date, in substantially the Company form of the certificate delivered on the Closing Date or as otherwise reasonably acceptable to the Administrative Agent. (h) The Administrative Agent shall file have received a certificate of a duly authorized representative of the Trustee, dated the Amendment Effective Date, in substantially the form of the certificate delivered on the Closing Date or as otherwise reasonably acceptable to the Administrative Agent. (i) All fees and expenses required to be paid on or before the date hereof in connection with this Amendment in accordance with Continuing Covenant Agreement and the fee letter dated as of the date hereof between the Parent, the Obligor and the Bondholders, shall have been paid. (j) At least five (5) days prior to the Amendment Effective Date, if the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation (as defined in the Continuing Covenant Agreement as amended by this Amendment), it shall deliver, to each Lender that so requests, a Beneficial Ownership Certification (as defined in the Continuing Covenant Agreement as amended by this Amendment). (k) Completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by each Loan Party relating thereto. (l) An appraisal of each of the properties described in the Mortgages complying with the Commission a prospectus supplement requirements of the Federal Financial Institutions Reform, Recovery and Enforcement Act of 1989, which appraisals shall be in form and substance reasonably satisfactory to the Company Registration StatementCollateral Agent and from a Person acceptable to the Collateral Agent. For purposes of determining compliance with the conditions specified in this Section 5, in agreed formeach Bondholder that has signed this Amendment shall be deemed to have consented to, in order approved, accepted or be satisfied with, each document or other matter required thereunder to evidence be consented to, approved by or acceptable or satisfactory to a Bondholder unless the Administrative Agent shall have received written notice from such Bondholder prior to the proposed Amendment Effective Date, specifying its objection thereto. The Administrative Agent shall notify the Parent, the Obligor and disclose the offer and sale Bondholders of the Shares issued hereunder (the "SUPPLEMENT")Amendment Effective Date.

Conditions. The obligation An Incremental Commitment shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Increase Effective Date specified therefor; provided, that, subject to the fulfillment (or waiver by Limited Condition Acquisition Provision to the Purchaser) of each of extent acceptable to the following conditionsLenders and Incremental Lenders providing the relevant Incremental Commitment in connection with a Limited Condition Acquisition: (a) The Company Registration Statement: each of the conditions set forth in Section 7.2 [Each Loan or Letter of Credit] shall be satisfied; provided that, in the case of an Incremental Commitment being used to consummate a Limited Condition Acquisition, at the Borrower’s election, to the extent acceptable to the Lenders and/or Incremental Lenders providing the relevant Incremental Commitment, the only representation and warranties that will be required to be true and correct will be (x) shall be effective as the representations set forth in Section 6.1.1(i) (with respect to the Loan Parties only and excluding, for all SharesLoan Parties other than the Borrower, not subject being in good standing under the laws of its jurisdiction of organization), Section 6.1.1(ii) (with respect to any threatened or actual stop order the Loan Parties only and qualified by “in all material respects”), Section 6.1.1(iv), the last sentence of Section 6.1.2, Section 6.1.3, Section 6.1.4(i), Section 6.1.4(ii) (with respect to applicable Law only), Section 6.1.7, Section 6.1.11, Section 6.1.16, Section 6.1.17 and Section 6.1.18 and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light such of the circumstances representations made by or on behalf of the applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Condition Acquisition as are material to the interests of the Lenders, but, with respect to this clause (y) only, to the extent that the Borrower or the relevant Subsidiary have the right to terminate its obligations under which they were made, not misleading.such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representations in such acquisition agreement; (b) The Company no Potential Default or Event of Default shall have secured occurred and be continuing or would result therefrom or from the listing borrowings to be made on such Increase Effective Date and the use of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).proceeds thereof; (c) The representations with respect to any Incremental Term Commitment only, the Borrower shall be in compliance with the covenant set forth in Section 8.2.15 [Maximum Secured Debt Net Leverage Ratio] on a pro forma basis after giving effect to the establishment of such Incremental Term Commitment, the incurrence of Indebtedness thereunder and warranties any substantially concurrent use of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Dateproceeds thereof, as if first made and restated incurred on each such date. (d) The Company shall the last day of the last fiscal quarter for which financial statements have issued a press release reasonably acceptable been delivered to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation Lenders pursuant to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Section 8.3.1 [Quarterly Financial Statements] or 8. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective as of such Increase Effective Date; provided that: (i) subject to Section 1.06, and (solely in the Purchaser to purchase case of any Incremental Facility (other than any Revolving Commitment Increase) incurred in connection with a Limited Condition Transaction) unless (other than in the case of an Event of Default under Section 8.01(a), (b), (g) or (h)) waived by the lenders in respect of such Incremental Facility, no Event of Default (or, in the case of an Incremental Facility (other than a Revolving Commitment Increase) the proceeds of which will be used for a Permitted Acquisition or other Investment or Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and ---------- acquire Shares under this Agreement is be continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the fulfillment terms of Section 1.06 hereof; (or waiver ii) the proceeds of the Incremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the PurchaserLoan Documents; (iii) the Borrower shall deliver or cause to be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B) (C), and (D) shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that with respect to any such separate facility to the extent secured by Collateral and in an aggregate amount in excess of the greater of $8,250,000 and 27.5% of Consolidated EBITDA, (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)); provided, further, that no Incremental Facility shall (x) have a borrower other than the Borrower or (y) be guaranteed by any Person unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction (and such limitations shall include a limitation to the Specified Representations)), each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. credit extension (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined incurred in connection with a manner adverse Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the Company, that could reasonably be expected extent such representations and warranties expressly relate to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementan earlier date, in agreed form, which case such representations and warranties shall be true and correct in order all material respects (except that any representation and warranty that is qualified as to evidence “materiality” or “Material Adverse Effect” shall be true and disclose the offer and sale correct in all respects) as of the Shares issued hereunder (the "SUPPLEMENT")such earlier date.

Conditions. The obligation of the Purchaser Investor to purchase and ---------- acquire Shares fund its Commitment under this Letter is subject solely to (i) the satisfaction in full of all of the conditions precedent to the obligations of Buyer set forth in Sections 8.1 and 8.2 of the Purchase Agreement is (other than those conditions precedent that by their nature are to be satisfied at the Closing, but subject to the fulfillment concurrent satisfaction of such conditions precedent at the Closing) or, to the extent not satisfied, such conditions precedent shall have been waived by Buyer, (ii) the prior or concurrent receipt by Buyer of the net cash proceeds of the Debt Financing (or waiver the agent for the lenders in respect of the Debt Financing having confirmed that the Debt Financing will be funded subject only to the funding of the Equity Financing), (iii) the prior or concurrent receipt by Buyer of the proceeds of the External Equity Financing contemplated by the Purchaser) External Equity Commitment Letters solely to the extent such proceeds, as to the External Equity Financing contemplated by any specific External Equity Commitment Letter, when added to the proceeds of the Commitment hereunder, the External Equity Financing contemplated by each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Sharesother External Equity Commitment Letters and the Debt Financing, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or are necessary to make consummate the statements therein, Closing in light of accordance with the circumstances under which they were made, not misleading. Purchase Agreement (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on or each of the date providers of the External Equity Financing pursuant to the External Equity Commitment Letters having confirmed that the financing contemplated by the External Equity Commitment Letter will be funded in not less than such amount subject only to the funding of the financing contemplated by this Letter, the External Equity Financing contemplated by each of the other External Equity Commitment Letters and the Debt Financing), and (iv) the concurrent or substantially concurrent consummation of the Closing pursuant to the Purchase Agreement; provided, that, for the purposes of the condition set forth in clause (iii) above as to the External Equity Financing contemplated by a specific External Equity Commitment Letter, such condition shall be deemed satisfied for all purposes of this Agreement Letter to the extent that an injunction, specific performance or other equitable relief has been granted by a court of competent jurisdiction with respect to such investor in respect of such External Equity Commitment Letter and each Settlement Date, as if first made and restated on each such date. (d) The Company obligation of Investor shall have issued a press release reasonably acceptable to the Purchaserbeen funded, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There or shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation funded substantially concurrently with the Commission, funding of the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration StatementCommitment hereunder, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")accordance with such equitable relief granted.

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) Except as specifically provided In this Article, Tenant shall not assign or transfer this Lease or any interest herein, or In any way part with possession of all or any part of the Premises, or permit all or any part of the Premises to be used or occupied by any other person whether by operation of law or otherwise. Any assignment, transfer, or subletting or purported assignment, transfer, or subletting except as specifically provided herein shall be effective as null and void and of no force or effect and shall render null and void any and all options or rights to all Sharesrenew this Lease, not subject any options or rights to additional space and any threatened options or actual stop order and (y) will not contain any untrue statement of material fact or omit rights to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingparking space. (b) The Company If and whenever Tenant shall have secured the listing wish or purport to assign this Lease or any interest herein, or sublet all or part of the Shares on the Nasdaq SmallCap Market (subject to official notice Premises, Tenant shall furnish Landlord all information, particulars and documents in respect of issuance)such purported assignment or sublet as Landlord may reasonably require. (c) The representations rights and warranties interests of the Company made in Tenant under this Agreement Lease shall not be true and correct as of and on each of the date of this Agreement and each Settlement Dateassignable without Landlord’s prior written consent, as if first made and restated on each such datewhich consent shall not be unreasonably withheld. (d) The Company shall have issued a press release Landlord may reasonably acceptable withhold its consent to the Purchaser, disclosing the existence an assignment of this Agreement Lease or a sublease of all or part of the Premises by Tenant: (i) INTENTIONALLY DELETED; (ii) to an assignee, subtenant, occupier, or other person whatsoever, inconsistent, in the opinion of Landlord, with the character of the Premises, the Building, the Project, or its other tenants; (iii) if either or both of Sections 8.3 and 8.4 has or have not been fully complied with; or (iv) to any assignee or subtenant which does not propose to occupy and use the material terms hereof. The Purchaser may terminate Premises for the conduct therein of its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003own business. (e) There shall be no litigationNo assignment, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Markettransfer, or subletting or use or occupation of the NASD) that challenges Premises by any other person whether or calls into the question the transactions contemplated hereby or, if determined not permitted under this Article shall in a manner adverse any way release or relieve Tenant of its obligations under this Lease unless such release or relief is specifically granted by Landlord to the Company, that could reasonably be expected to result Tenant in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserwriting. (f) On the first Settlement DateLandlord’s consent to an assignment, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementtransfer, in agreed form, in order to evidence and disclose the offer and sale or subletting or use or occupation of the Shares issued hereunder Premises by any other person shall not be deemed to be a precedent or a consent to any subsequent assignment, transfer, subletting, use, or occupation. (g) Landlord’s expenses and Outlays incurred in the "SUPPLEMENT")consideration of any assignment or subletting, or any request therefor, and any documentation attendant on any consent of Landlord, shall be borne by Tenant.

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver i) The Administrative Agent shall have received a Borrowing Request as required by the PurchaserSection 2.03; (ii) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by the Company made Borrower set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects on and as of Increase Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and, to the extent such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); provided, that, in the case of Incremental Term Loans incurred to make an acquisition permitted to be made hereunder, such representations and warranties to be made on each of the date of this Agreement Increase Effective Date shall be limited to the Specified Representations and each Settlement Date, the “acquisition agreement representations” (or similar representations) conformed as if first made and restated on each appropriate for such date.transaction; (diii) The Company no Default (or, in the case of Incremental Term Loans incurred to make an acquisition permitted hereunder no payment or bankruptcy Event of Default) shall have issued a press release reasonably acceptable occurred and be continuing or would result from the borrowings to be made on the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Increase Effective Date; and (eiv) There the Borrower shall deliver or cause to be no litigationdelivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Notwithstanding the foregoing, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse case of any Incremental Term Loans requested to the Company, that could reasonably be expected to result in a material and adverse effect funded on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Borrowing Date, the Company shall file with the Commission a prospectus supplement only conditions to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale effectiveness of the Shares issued hereunder (the "SUPPLEMENT")Incremental Term Loan Commitments shall be those set forth in Section 4.02.

Conditions. The obligation No Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Increase Effective Date unless (but subject to the fulfillment Section 1.09 in each case): (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; ​ ​ (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) The Company Registration Statement: and (b), respectively, of Section 6.01; provided that, in the case of an Incremental Commitment being used to consummate a Limited Conditionality Acquisition, at the Borrower’s election, to the extent acceptable to the Lenders providing the relevant Incremental Commitment, the only representations and warranties that will be required to be true and correct will be the Specified Representations (conformed as necessary for such acquisition) and such of the representations made by or on behalf of the applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Conditionality Acquisition as are material to the interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Conditionality Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); and (vi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent, and if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.09; and (vii) (x) upon the reasonable request of any Lender, the Borrower shall have provided to such Lender, and such Lender shall be effective as to all Sharesreasonably satisfied with, not subject to any threatened or actual stop order the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make Loan Party that qualifies as a “legal entity customer” under the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company Beneficial Ownership Regulation shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject delivered, to official notice of issuance)each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation (i) As a condition precedent to each Term Loan Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Purchaser Borrower and, if reasonably determined by the Administrative Agent to purchase and ---------- acquire Shares be necessary or desirable under this Agreement is subject applicable Requirements of Law with respect to the fulfillment Loan Documents of a Guarantor, of each such Guarantor, dated as of the Term Loan Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (or waiver A) certifying and attaching the resolutions adopted by the Purchaser) of each Borrower or such Guarantor approving or consenting to such Term Loan Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the following conditions: (aObligations on the Closing Date) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (yB) will not contain any untrue statement of material fact or omit certifying that (1) both before and immediately after giving effect to state any material fact required to be stated therein or necessary to make the statements thereinsuch Term Loan Increase, in light as of the circumstances under which they were made, not misleading. Term Loan Increase Effective Date no Default or Event of Default shall exist and be continuing and (b2) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Borrower and each other Loan Party contained in this Agreement shall be Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Term Loan Increase Effective Date, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Term Loan Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the date of this Agreement type delivered on the Closing Date as are reasonably requested by, and each Settlement Datein form and substance reasonably satisfactory to, as if first made and restated on each such datethe Administrative Agent. (dii) The Company Each Term Loan Increase shall have issued a press release reasonably acceptable to the Purchaser, disclosing same terms as the existence of this Agreement outstanding Term Loan Loans and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale part of the Shares issued hereunder (the "SUPPLEMENT")existing Term Loan Facility hereunder.

Conditions. The obligation 6.1 Notwithstanding the foregoing or any other provision in this Agreement, the obligations of Optionee to close on the purchase of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to Property shall be contingent upon the fulfillment (or waiver by the Purchaser) of each satisfaction, in Optionee’s reasonable discretion, of the following conditions:conditions (any or all of which may be waived by Optionee, at its option, in whole or in part to the extent permitted by applicable law): (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of no material fact or omit to state any material fact required to be stated therein or necessary to make adverse change in the statements therein, in light condition of the circumstances under which they were made, not misleading.Property has occurred since the delivery of the Exercise Notice by Optionee to SRC; (b) The Company shall have secured the listing all of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The SRC’s representations and warranties of the Company made in this Agreement contained herein shall be true and correct in all material respects on the date of Closing (except for representations and warranties that speak as of a specific date); (c) SRC shall have executed and delivered to the Optionee all documents to be delivered in accordance with the terms of this Agreement and such other documents and instruments as Optionee may reasonably request and which can be obtained with reasonable commercial efforts in order to consummate the transactions contemplated by this Agreement; and (d) No material breach by SRC shall exist under this Agreement and SRC shall be ready, willing and able to close under the terms of this Agreement. 6.2 Notwithstanding the foregoing or any other provision in this Agreement, the obligations of SRC to close on each the purchase of the Property shall be contingent upon the satisfaction, in SRC’s reasonable discretion, of the following conditions (any or all of which may be waived by SRC, at its option, in whole or in part to the extent permitted by applicable law): (a) all of Optionee’s representations and warranties contained herein shall be true and correct in all material respects on the date of Closing (except for representations and warranties that speak as of a specific date); (b) Optionee shall have executed and delivered to the SRC all documents to be delivered in accordance with the terms of this Agreement and such other documents and instruments as SRC may reasonably request and which can be obtained with reasonable commercial efforts in order to consummate the transactions contemplated by this Agreement; (c) no material breach by Optionee shall exist under this Agreement and Optionee shall be ready, willing and able to close under the terms of this Agreement; and (d) no injunction, restraining order, action or order of any nature by a Governmental Authority, including a stop order suspending the qualification or exemption from qualification of any of the Stock Consideration in any jurisdiction, shall have been issued and no proceeding for that purpose shall have been commenced or, to the knowledge of Optionee after reasonable inquiry, be pending or contemplated as of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateClosing. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation A sale and leaseback transaction under Clause 20.1 (Permitted Sale and Leaseback) shall require the approval of the Purchaser an Instructing Group unless in relation to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch transaction: (a) The Company Registration Statement: each of the representations made in Clause 16 (xRepresentations and Warranties) is true and will continue to be true, in each case, in all respects, following the completion of such transaction, provided that any such representation which expressly relates to a given date or period shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein true solely in respect of that date or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.period; (b) The Company shall have secured no Default has occurred and is continuing or will result from the listing completion of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).such transaction; (c) The representations the structure of such transaction reflects the description contained in Part I of Schedule 6 (Permitted Sale and warranties of Leaseback) as further supplemented by the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.Leaseback Disclosures; (d) The Company shall have issued a press release reasonably acceptable on (or where applicable, prior to, if the same will not materially prejudice the interests of the Lenders) the completion of such transaction: (i) pursuant to and in accordance with Clause 21.2 (Novation of Leaseback Borrower), the Original Borrower will be released from and the Leaseback Borrower will assume its rights and obligations in respect of each of the Tranche A Obligations; (ii) to the Purchaserextent applicable (but without prejudice to Clause 24.10 (Limitation upon Permitted Sale and Leaseback)), disclosing pursuant to and in accordance with Clause 19.12(b) (Disposal of Assets and Collateral Vessel Substitution), the existence of this Agreement relevant Subsidiary Guarantors will be released from (and the material terms hereof. The Purchaser may terminate its obligation relevant Substitute Vessel Owners will assume) liability as Guarantors in respect of the Tranche A Obligations; (iii) to acquire Shares under the extent necessary, the relevant Obligors shall (and the Parent Guarantor shall procure that each other Obligor shall) provide such additional or alternative security in favour of the Security Trustee and such other documents (in each case, in a form and substance satisfactory to it) as will be required to ensure inter alia that on (and if applicable, prior to) completion of such transaction, the Lenders have the benefit of a security package substantially the same as that which the Obligors purported to provide pursuant to the Security Documents prior to such completion, including (to the extent applicable in the relevant jurisdiction where the ownership of a Collateral Vessel is to be transferred by a Subsidiary Guarantor for the purposes of such transaction), but not limited to, a vessel mortgage and deed of covenant in respect of such Collateral Vessel from the relevant Substitute Vessel Owner (each of which complies with Clause 19.23(a) (Collateral Vessel Provisions)); and (iv) the Administrative Agent has received a legal opinion (in form and substance satisfactory to it) relating to the Leaseback Borrower in respect of each of (x) the relevant local law applicable to (aa) the jurisdiction of incorporation or establishment of the Leaseback Borrower and (bb) such transaction (y) the tax structure and treatment of the Leaseback Group and (z) the Finance Documents (including, without limitation, the Novation Deed, any Accession Notice and any Security Document) entered into by the Obligors for the purposes of the completion of the Permitted Sale and Leaseback in accordance with this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Agreement; and (e) There the interest rate applicable to the first Interest Period of the Tranche A Advance will not have to be determined under Clause 10 (Market Disruption and Alternative Interest Rates), provided that (x) it shall be no litigationthe sole responsibility of the Parent Guarantor to demonstrate that the conditions in this Clause 20.2 have been met in relation to the Permitted Sale and Leaseback (y) any determination by the Administrative Agent under this Clause 20.2 shall be made solely on the basis of the relevant evidence made available to it at the applicable time by any person and (z) without prejudice to Clause 25.9(a) (Exclusion of Liability), investigationthe Administrative Agent shall be entitled to rely on the prima facie accuracy, inquiry or proceeding pending or threatened completeness and efficacy of any such evidence, without incurring any liability to any person in writing (including without limitation connection with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchasersame. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsIncrease Effective Date; provided that: (ai) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made each Loan Party set forth in this Agreement Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Increase Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on each such respective dates; provided, further, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, only the Specified Representations (and not any other representations or warranties in Article V or any of the other Loan Documents or otherwise) shall be required to be true and correct in all material respects on and as of the Increase Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Borrowing to be made (x) in the case of any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, on the date of the execution and delivery of the applicable definitive purchase agreement in connection with such Limited Condition Transaction and (y) in the case of any other Increase Amendment, on the date of the Increase Effective Date; (iii) after giving effect to such Incremental Term Loan Commitments, Incremental Revolving Commitments and Incremental Loans and the application of the proceeds thereof, and assuming that all Incremental Revolving Commitments are borrowed in full, the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants contained in Section 7.15 (with respect to Section 7.15(a) only, for the Test Period then most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as the case may be); provided, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants contained in Section 7.15 as of the date of this Agreement the execution and each Settlement Datedelivery of the applicable definitive purchase agreement in connection with such Limited Condition Transaction (with respect to Section 7.15(a) only, for the Test Period then most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as if first made and restated on each such date.the case may be); (div) The Company the Borrower shall have issued deliver or cause to be delivered a press release reasonably acceptable certificate of a Responsible Officer certifying compliance with the foregoing conditions; and (v) to the Purchaserextent reasonably requested by the Administrative Agent, disclosing receipt by the existence Administrative Agent of this Agreement (A) customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Guaranty and the material terms hereof. The Purchaser Collateral Documents as may terminate its obligation to acquire Shares under this Agreement if be reasonably requested by the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Administrative Agent. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.01(c) unless (A) immediately before and immediately after giving effect to such Incremental Facility, the loans to be made thereunder and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to proceeds therefrom on a pro forma basis, (I) no Default or Event of Default shall have occurred or be continuing (provided that if the fulfillment (or waiver by the Purchaser) of each proceeds of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required applicable Incremental Facility are to be stated therein or necessary used to make finance a Limited Conditions Transaction, then the statements thereincondition precedent set forth in this clause (I) may be limited to Specified Events of Default), in light of (II) the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Loan Parties set forth in this Agreement the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of and on each such earlier date (provided that if the proceeds of the date applicable Incremental Facility are to be used to finance a Limited Conditions Transaction, then the condition precedent set forth in this clause (II) may be limited to (x) Specified Representations and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired) and (III) the Borrower will be in compliance with the Financial Covenants set forth in Section 8.01, (x) based on the financial statements most recently delivered pursuant to Section 7.01(a), (y) without netting the cash proceeds thereof from Consolidated Total Debt and (z) assuming all amounts thereunder are fully drawn, (B) all fees and expenses owing in respect of this Agreement such Incremental Facility to the Administrative Agent and each Settlement Date, as if first made and restated on each such date. (d) The Company the Lenders shall have issued been paid and (C) the Administrative Agent shall have received a press release reasonably acceptable certificate of an Authorized Officer of the Borrower certifying as to the Purchaserforegoing and attaching reasonably detailed supporting calculations related thereto, disclosing in form reasonably satisfactory to the existence of this Agreement Administrative Agent; provided that, with respect to any Incremental Facility incurred to finance a Limited Condition Transaction, at the Borrower’s election, the conditions in the foregoing clauses (A), (B) and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York timeC) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing subject to Section 1.08. (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"iv).

Conditions. The obligation effectiveness of the Purchaser to purchase and ---------- acquire Shares under this Agreement is any Incremental Amendment shall be subject to the fulfillment satisfaction on the date thereof (or waiver by the Purchasereach, an “Incremental Facility Closing Date”) of each of the following conditions: (i) both at the time of any such request for an Incremental Facility and on the Incremental Facility Closing Date, no Event of Default shall exist and at the time that any such Incremental Loan is made (and after giving effect thereto) no Potential Event of Default or Event of Default (or, to the extent such Incremental Facility is used to finance a Permitted Acquisition, no Potential Event of Default or Event of Default under subsection 8.1, 8.6, 8.7 or 8.9) shall exist; (ii) after giving effect thereto and to all such Incremental Facilities under this subsection 2.10 on a pro forma basis in accordance with subsection 1.2B and the use of proceeds therefrom (assuming for purposes of this calculation that (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order Incremental Term Loans are “senior secured” and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company the cash proceeds of any such Incremental Term Loans shall have secured the listing of the Shares on the Nasdaq SmallCap Market not be netted), (subject to official notice of issuance).I) Holdings shall be in Pro Forma Compliance and (II) Holdings’ Consolidated Senior Secured Net Leverage Ratio shall not exceed 3.00:1.00; (ciii) The the representations and warranties of contained herein and in the Company made in this Agreement other Loan Documents (or, to the extent such Incremental Facility is used to finance a Permitted Acquisition or other acquisition approved by the Requisite Lenders, only the Specified Representations) shall be true and correct in all material respects on and as of that Funding Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on each and as of such earlier date; provided that, if a representation and warranty is qualified as to materiality, the date materiality qualifier set forth above shall be disregarded with respect to such representation and warranty, for purposes of this Agreement and each Settlement Date, as if first made and restated on each such date.condition; (div) The Company shall have issued a press release reasonably acceptable to the Purchaserextent reasonably request by the Administrative Agent, disclosing receipt by the existence Administrative Agent of this Agreement and legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements consistent with those delivered on the material terms hereof. The Purchaser may terminate its obligation Closing Date under subsection 4.1 (other than changes to acquire Shares under this Agreement if such legal opinions resulting from a Change in Law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Administrative Agent); and (ev) There such other conditions as the parties to such Incremental Amendment shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaseragree. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.03 shall be satisfied; (aii) The no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or 1060441.101066947.03-CHISR01A - MSW application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company Registration Statement: may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be effective as limited to all Sharesthose contained in Sections 3.01, not subject to any threatened or actual stop order 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) will not contain any untrue statement of material fact or omit the Defaults referred to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (bSection 4.03(b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (cand Section 2.23(b)(ii) The representations and warranties of the Company made in this Agreement shall be true and correct as limited to Significant Events of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateDefault. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective, as of such Increase Effective Date; provided that: (i) no Default or Event of Default shall have occurred and be continuing at the time of such request or immediately after giving effect thereto; provided, that, solely with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the foregoing condition shall not be required to be satisfied and instead no Default or Event of Default shall exist at the time the definitive documentation for such Limited Condition Acquisition is executed; (ii) the proceeds of the Purchaser Incremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iii) the Borrower Agent shall deliver or cause to purchase be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and ---------- acquire Shares under this Agreement is integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when Borrowers use all of the Incremental Term Loan Commitments available at such time); and (v) subject to customary “Sungard” limitations (to the fulfillment (or waiver extent agreed to by the Purchaser) Lenders providing the Incremental Facility and to the extent the proceeds of any Incremental Facility are being used to finance a Limited Condition Acquisition), each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement such Credit Extension with the same effect as though made on and each Settlement Date, as if first made and restated on each of such date. (d) The Company shall have issued a press release reasonably acceptable , except to the Purchaser, disclosing the existence of this Agreement extent such representations and the material terms hereof. The Purchaser may terminate its obligation warranties expressly relate to acquire Shares under this Agreement if the Company shall not have issued an earlier date in which case such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There representations and warranties shall be no litigation, investigation, inquiry true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or proceeding pending or threatened “Material Adverse Effect” shall be true and correct in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASDall respects) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaseras of such earlier date. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of parties’ obligations to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to Assignment Transaction shall be conditioned upon the fulfillment (or waiver by the Purchaser) of each of the following conditionsfollowing; provided that any party may, in its sole discretion, waive any condition for its benefit: (aA) Assignee and Assignor shall have entered into the Definitive Agreements, including a ▇▇▇▇ of sale and an assumption of liabilities, in each case specifying with particularity the Assigned Assets and the Assumed Liabilities contemplated above, as applicable, a license of the Licensed Data, and such other documents as may be reasonably requested by Assignor or Assignee, in form and substance reasonably satisfactory to each party; (B) Assignee shall have obtained (at Assignee’s sole expense) all consents, waivers, permits and approvals from all third parties and Governmental Entities that Assignor determines prior to the closing of the Assignment Transaction are necessary or appropriate to effect the Assignment Transaction (“Required Consents”), which shall include where necessary or appropriate in Assignor’s determination, a full release and novation in favor of Assignor, in each case in form and substance reasonably satisfactory to Assignor; (C) The Company Registration Statement: (x) Assignment Transaction shall be effective as to all Sharespermitted by applicable Law, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company no Governmental Entity shall have issued a press release reasonably acceptable to or entered any stay, decree, judgment, injunction, statute, rule or regulation which makes the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Assignment Transaction illegal or prohibits it; (eD) There No Proceeding shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation against the Assignor with respect to the CommissionAssigned Assets, the Nasdaq Stock Market, Assumed Liabilities or the NASDLicensed Data; and (E) that challenges Such other customary conditions as are necessary or calls into the question the transactions contemplated hereby orappropriate in Assignor’s reasonable determination, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect based on the Companyfacts and circumstances then existing, its business including Assignor having obtained any stockholder consent that is necessary or its prospects or impose liability upon appropriate to effect the PurchaserAssignment Transaction. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation (i) As a condition precedent to each Revolving Credit Increase, the Borrower shall deliver to the Administrative Agent a certificate of the Purchaser Borrower and, if reasonably determined by the Administrative Agent to purchase and ---------- acquire Shares be necessary or desirable under this Agreement is subject applicable Requirements of Law with respect to the fulfillment Loan Documents of a Guarantor, of each such Guarantor, dated as of the Increase Effective Date, signed by a Responsible Officer of the Borrower or each such Guarantor, as applicable, and (or waiver A) certifying and attaching the resolutions adopted by the PurchaserBorrower or such Guarantor approving or consenting to such Revolving Credit Increase (which, with respect to any such Loan Party, may, if applicable, be the resolutions entered into by such Loan Party in connection with the incurrence of the Obligations on the Closing Date) and (B) certifying that (1) both before and immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date no Default or Event of Default shall exist and be continuing, (2) immediately after giving effect to such Revolving Credit Increase, as of the Increase Effective Date the Borrower shall be in pro forma compliance (after giving effect to the incurrence of such Revolving Credit Increase and the use of proceeds thereof) with each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order financial covenants contained in Section 7.16 and (y3) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Borrower and each other Loan Party contained in this Agreement shall be Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, with respect to representations and warranties modified by a materiality or Material Adverse Effect standard, in all respects) as of such earlier date, and except that for purposes of this clause (i)(B)(3), the representations and warranties contained in Sections 5.04(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 6.01(a) and (b), respectively. In addition, as a condition precedent to each Revolving Credit Increase, the Borrower shall deliver or cause to be delivered such other officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date as are reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent. (ii) Each Revolving Credit Increase shall have the same terms as the outstanding Revolving Credit Loans and be part of the existing Revolving Credit Facility hereunder. Upon each Revolving Credit Increase (x) each Lender having a Commitment immediately prior to such increase will automatically and without further act be deemed to have assigned to each Lender providing a portion of the Revolving Credit Increase (each, a “Revolving Credit Increase Lender”) in respect of such increase, and each such Revolving Credit Increase Lender will automatically and without further act be deemed to have assumed a portion of such Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Loans such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in (1) --100- Letters of Credit and (2) Swing Line Loans, will, in each case, equal each Lender’s Applicable Percentage (after giving effect to such increase in the Revolving Credit Facility) and (y) if, on the date of this Agreement such increase there are any Revolving Credit Loans outstanding, the Lenders shall make such payments among themselves as the Administrative Agent may reasonably request to the extent necessary to keep the outstanding Revolving Credit Loans ratable with any revised Applicable Percentages arising from such Revolving Credit Increase, and each Settlement Date, the Borrower shall pay to the applicable Lenders any amounts required to be paid pursuant to Section 3.05 in connection with such payments among the Lenders as if first made and restated on each such datepayments were effected by prepayments of Revolving Credit Loans. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation An Incremental Commitment shall become effective, as of the Purchaser to purchase Increase Effective Date specified therefor; provided that: (i) at the time of and ---------- acquire Shares under this Agreement is subject immediately after giving effect to the fulfillment (or waiver by establishment of such Incremental Commitment and the Purchaser) Borrowings to be made thereunder on such Increase Effective Date and the use of proceeds thereof, each of the following conditions:conditions set forth in Section 5.02 shall be satisfied; (aii) The Company Registration Statement: no Default or Event of Default shall have occurred and be continuing or would result from the establishment of such Incremental Commitment, the Borrowings to be made thereunder on such Increase Effective Date and the use of proceeds thereof; (xiii) at the time and immediately after giving pro forma effect to the establishment of such Incremental Commitments and the Borrowings to be made thereunder (assuming, in the case of an Incremental Revolving Commitment, that such Commitment is fully utilized) and the use of proceeds thereof (including any Acquisition or repayment of Indebtedness consummated simultaneously therewith), the Borrower shall be effective as to all Shares, not subject to any threatened in compliance with the covenants set forth in Section 7.10 on a pro forma basis in accordance with Section 1.04(b); (iv) [reserved]; (v) the Borrower shall deliver or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required cause to be stated therein or necessary to make delivered any legal opinions, reaffirmation agreements of Loan Parties, officer’s certificates, board resolutions and evidence of authority in connection with such Incremental Commitment, including a certificate dated the statements therein, in light Increase Effective Date and executed by a Financial Officer of the circumstances under which they were made, not misleading. Borrower certifying that all the requirements set forth in this clause (b) The Company have been satisfied, and including reasonably detailed calculations demonstrating satisfaction of the requirement set forth in (b)(iii); (vi) the Administrative Agent and, solely in the case of Incremental Revolving Commitments, each Issuing Bank, shall have secured the listing consented to any Lender’s providing such Incremental Commitments if such consent would be required under Section 10.06 for an assignment of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement DateLoans or Commitments, as if first made and restated on each applicable, to such dateLender. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").