Common use of Amendments to Section 2 Clause in Contracts

Amendments to Section 2. 3 (a) Section 2.3(b) of the Original Agreement is hereby amended by deleting the word “and” after the phrase “Retention Payments;” in such section and inserting immediately after the phrase “June 30, 2005” the phrase “; and (v) Supplemental Bonuses.” (b) Section 2.3(c) of the Original Agreement is hereby amended and restated in its entirety as set forth below: (c) The Initial Cash Price shall be decreased by the sum of: (i) the Purchase Price Adjustment Items; plus (ii) the difference, if any, of (A) the sum of the payments made by or on behalf of the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries), net of any payments made by Seller or its Affiliates (other than the Companies and their Subsidiaries) on behalf of the Companies or their Subsidiaries in respect of the period from July 1, 2005 through August 31, 2005, and (B) the difference between (1) the amount required to be paid by the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 shall be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case of any payments made by any Company or any Subsidiary prior to or on the Closing Date in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) of the Seller Disclosure Schedule, the amount of such payments less the portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate amount of all the payments made to stockholders of TRL Group other than Seller and its Subsidiaries by any of the Companies or their Subsidiaries to satisfy the condition set forth in Section 5.1(g) but only to the extent, if any, that such payments were not funded by Seller or any of its Subsidiaries (other than the Companies and their Subsidiaries); plus (v) all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the Excluded Litigation Matters and 80% of all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the litigation set forth on Section 7.1(a)(xi) of the Seller Disclosure Schedule.”

Amendments to Section 2. 3The provisions of Section 2 of the Credit Agreement are hereby amended as follows: i. The provisions of Section 2.1(a) are hereby deleted in their entirety and the following substituted in their stead: (a) Section 2.3(b) Commencing April 24, 2001 and thereafter during the remainder of the Original Agreement is hereby amended by deleting Commitment Period, subject to the word “and” after terms and conditions hereof, each Lender severally agrees to make revolving credit loans ("Revolving Loans") to the phrase “Retention Payments;” in such section and inserting immediately after Borrower from time to time for the phrase “June 30purposes hereinafter set forth; provided, 2005” the phrase “; and (v) Supplemental Bonuses.” (b) Section 2.3(c) of the Original Agreement is hereby amended and restated in its entirety as set forth below: (c) The Initial Cash Price shall be decreased by the sum of: however, that (i) with regard to each Lender individually, the Purchase Price Adjustment Items; sum of such Lender's share of outstanding Revolving Loans plus such Lender's LOC Commitment Percentage of LOC Obligations shall not exceed such Lender's Revolving Committed Amount, and (ii) ii)with regard to the differenceLenders collectively, if any, of (A) the sum of the payments made aggregate amount of outstanding Revolving Loans plus LOC Obligations shall not exceed the lesser of (x) $20,125,530.00 (as such aggregate maximum amount may be reduced from time to time as provided herein, the "Revolving Committed Amount"), or (y) the Borrowing Base. Revolving Loans may be repaid and reborrowed in accordance with the provisions hereof. ii. The provisions of Section 2.1(c) are hereby amended by or on behalf adding the following additional sentences at the beginning thereof : The principal balance of the Companies or their Subsidiaries Revolving Loans shall be repaid on April 12, 2001 by an amount equal to Seller the Borrower's then cash and its Affiliates cash equivalents. The amounts so repaid may, subject to the terms hereof, be reborrowed. Thereafter, commencing April 24, 2001, the Borrower shall cause all amounts deposited in the accounts described in Section 5.20 hereof (other than no more than $50,000.00 which may remain in the Companies deposit account established with any institution which has executed and their Subsidiaries), net of any payments made by Seller or its Affiliates (other than delivered a blocked account agreement with the Companies and their SubsidiariesAdministrative Agent pursuant to said Section 5.20) on behalf of the Companies or their Subsidiaries in respect of the period from July 1, 2005 through August 31, 2005, and (B) the difference between (1) the amount required to be paid by transferred daily to such account as the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant Administrative Agent may direct for application to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) then outstanding Revolving Loans; any amounts so applied to the Companies or their Subsidiaries in respect of such period pursuant Revolving Loans may, subject to the Inter-Company Agreements; provided that all Cash other terms of the Business (other than Restricted Cash) through and including June 30this Agreement, 2005 shall be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case of any payments made by any Company or any Subsidiary prior to or on the Closing Date in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) of the Seller Disclosure Schedule, the amount of such payments less the portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate amount of all the payments made to stockholders of TRL Group other than Seller and its Subsidiaries by any of the Companies or their Subsidiaries to satisfy the condition set forth in Section 5.1(g) but only to the extent, if any, that such payments were not funded by Seller or any of its Subsidiaries (other than the Companies and their Subsidiaries); plus (v) all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the Excluded Litigation Matters and 80% of all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the litigation set forth on Section 7.1(a)(xi) of the Seller Disclosure Schedulereborrowed.”

Amendments to Section 2. 312. (a) Paragraph (a) of Section 2.3(b) 2.12 of the Original Agreement is hereby amended by deleting the word first four lines thereof in their entirety and replacing them with the following: (a) Promptly following the consummation of any Argo-Tracker Disposition or liquidation of Argo-Tracker Corporation pursuant to Section 6.7(c), the Surviving Corporation shall distribute any proceeds of such disposition or liquidation, net of all Taxes and transaction expenses (“and” after the phrase “Retention Payments;” in such section and inserting immediately after the phrase “June 30Argo-Tracker Proceeds”), 2005” the phrase “; and (v) Supplemental Bonuses.as follows:” (b) Paragraph (a) of Section 2.3(c) 2.12 of the Original Agreement is hereby further amended and restated by adding the phrase “, less applicable withholding of Tax,” immediately following the phrase “20% of all Excess Proceeds” in its entirety as set forth below:the first line of subparagraph (iii)(A) thereof. (c) The Initial Cash Price shall be decreased by the sum of: Paragraph (ib) the Purchase Price Adjustment Items; plus (ii) the difference, if any, of (A) the sum Section 2.12 of the payments made by Original Agreement is hereby deleted in its entirety and replaced with the following in substitution therefor: (b) With respect to Equity Holders that hold shares of Common Stock or on behalf the Warrant, the aggregate Proportionate Share of the Companies or their Subsidiaries all Argo-Tracker Proceeds payable pursuant to Seller and its Affiliates (other than the Companies and their Subsidiaries), net of any payments made by Seller or its Affiliates (other than the Companies and their SubsidiariesSection 2.12(a) on behalf of the Companies or their Subsidiaries above in respect of such holders’ Common Stock and Warrants shall, if a Paying Agent is appointed by the period from July 1Company pursuant to Section 2.8 above, 2005 be delivered to the Paying Agent by wire transfer pursuant to the Wire Transfer Instructions for the benefit of such Equity Holders (and the Paying Agent will promptly pay to each such holder the amount to which it is entitled pursuant to Section 2.12(a) above with respect to such holder’s Common Stock and the Warrant) and, if a Paying Agent is not so appointed, then the respective Proportionate Shares of Argo-Tracker Proceeds payable in respect of Common Stock and Warrants shall be paid by the Surviving Corporation directly to such Equity Holders in accordance with the wire transfer instructions provided by such Equity Holders with their respective Letters of Transmittal. With respect to Equity Holders that hold In-the-Money Options, SARs, or SERP Awards, the Proportionate Share of all Argo-Tracker Proceeds payable pursuant to Section 2.12(a) above in respect of such holder’s In-the-Money Options, SARs or SERP Awards will be paid by check through August 31the Surviving Corporation’s payroll system. In addition, 2005, all Argo-Tracker Proceeds distributed to officers of Argo-Tracker Corporation pursuant to Sections 2.12(a)(iii)(A) and (B) the difference between (1) the amount required to above will be paid by check through the Companies or their Subsidiaries Surviving Corporation’s payroll system. For the avoidance of doubt, Equity Holders shall have no rights with respect to Seller and its Affiliates (Argo-Tracker other than the Companies and their Subsidiaries) in respect of such period pursuant right to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash receive a portion of the Business Argo-Tracer Proceeds upon the disposition or liquidation of Argo-Tracker as described in this Section 2.12, and under no circumstances will any Equity Holder be deemed to own, have any interest in or other rights with respect to (other than Restricted Cash) through and including June 30rights to vote or receive dividends), 2005 shall be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case any shares of any payments made by any Company or any Subsidiary prior to or on the Closing Date in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) capital stock of the Seller Disclosure Schedule, the amount of such payments less the portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate amount of all the payments made to stockholders of TRL Group other than Seller and its Subsidiaries by any of the Companies or their Subsidiaries to satisfy the condition set forth in Section 5.1(g) but only to the extent, if any, that such payments were not funded by Seller or any of its Subsidiaries (other than the Companies and their Subsidiaries); plus (v) all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the Excluded Litigation Matters and 80% of all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the litigation set forth on Section 7.1(a)(xi) of the Seller Disclosure ScheduleArgo-Tracker.”

Amendments to Section 2. 32. The Parties hereby agree to amend Section 2.2(a), Section 2.2(b) and Section 2.2(c) of the Stock Purchase Agreement, which shall read as follows: (a) On the terms and subject to the conditions of this Agreement, Sellers agree to sell to Purchasers, and Purchasers agree to purchase from Sellers, the Shares, free and clear of any Liens, for a purchase price of Ps$5,206,000,000.00 (the “Purchase Price”). The Purchase Price shall be subject to adjustment pursuant to Section 2.3(b2.3 and will be paid by Purchasers as follows: (i) At Closing, an amount of Ps$4,841,580,000.00 (the “Closing Payment”), which will be paid in cash, through wire transfer of immediately available funds to an account designated by each of the Original Agreement is hereby amended Sellers in writing to Purchasers at least three (3) Business Days prior to the Closing; and (ii) The remaining Ps$364,420,000.00 of the Purchase Price (the “Holdback Amount”) will be retained by deleting Purchasers until the word “and” expiration of the Holdback Period and used to fund, in cash, its pro rata share of the Holdback Losses pursuant to the following: No later than ten (10) Business Days following the end of each calendar month after the phrase Closing Date, OCEN shall prepare and deliver to the Primary Parties a statement of the Holdback Losses or Holdback Gains (as applicable) during such immediately previous month prepared in accordance with the methodology described in Schedule 2.2(a) (a “Retention Payments;” Holdback Statement”). In the event that none of the Primary Parties object in writing to the calculations set forth in any Holdback Statement within ten (10) Business Days following the Primary Parties’ receipt of the relevant statement, such section Holdback Statement shall be deemed final and inserting binding. The Parties agree to resolve any objections related to, or in connection with, the Holdback Statements using the procedures set forth in Section 2.3 hereof, mutatis mutandis. Further, the Parties agree that the Purchasers shall be entitled to deduct any Holdback Losses determined to be final in accordance with this Section 2.2 against the Holdback Amount and that any Holdback Gains determined to be final in accordance with this Section 2.2 shall be added to the Holdback Amount; provided, for the avoidance of doubt, that in no event shall the balance of the Holdback Amount exceed Ps$364,420,000.00. Any unused portion of the Holdback Amount will be released to the Sellers within the thirty (30) days following the conclusion of the Holdback Period and delivered in Pesos, through electronic transfer of immediately after available funds, to the phrase “June 30, 2005” bank accounts designated in writing by Sellers from time to time. Purchasers acknowledge that Sellers shall have no liability whatsoever for any Holdback Losses in excess of the phrase “; and (v) Supplemental BonusesHoldback Amount.” (b) Section 2.3(cAt least ten (10) of the Original Agreement is hereby amended and restated in its entirety as set forth below: (c) The Initial Cash Price shall be decreased by the sum of: (i) the Purchase Price Adjustment Items; plus (ii) the difference, if any, of (A) the sum of the payments made by or on behalf of the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries), net of any payments made by Seller or its Affiliates (other than the Companies and their Subsidiaries) on behalf of the Companies or their Subsidiaries in respect of the period from July 1, 2005 through August 31, 2005, and (B) the difference between (1) the amount required to be paid by the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 shall be paid Days prior to the Closing Date by Date, OCEN shall deliver to Sellers a statement in Pesos (the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii“Estimated Closing Statement”) in the case of any payments made by any Company or any Subsidiary prior to or on the Closing Date in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) of the Seller Disclosure Schedule, the amount of such payments less the portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate amount of all the payments made to stockholders of TRL Group other than Seller and its Subsidiaries by any of the Companies or their Subsidiaries to satisfy the condition set setting forth in Section 5.1(g) but only to the extent, if any, that such payments were not funded by Seller or any of its Subsidiaries (other than the Companies and their Subsidiaries); plus (v) all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the Excluded Litigation Matters and 80% of all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the litigation set forth on Section 7.1(a)(xi) of the Seller Disclosure Schedule.”Sellers’ good faith

Amendments to Section 2. 37. (a) Section 2.3(b2.7(b) of the Original Agreement Credit Agreement, DISPOSITION OF ASSETS, is hereby modified and amended by deleting subsection (i) in its entirety and by substituting the word “and” following in lieu thereof: (i) If, after the phrase “Retention Payments;” Agreement Date, the Borrower or any of the Designated Subsidiaries shall sell, transfer or otherwise dispose of (including, without limitation, by way of condemnation or casualty) (I) any Cingular Transaction Assets in such section and inserting immediately after connection with the phrase “June 30Cingular Transaction, 2005” (II) any of the phrase “; Specified Reduction Assets, (III) all or any portion of the Network Services Business, or (IV) any other Assets, or any of the Designated Subsidiaries shall issue minority Equity Interests therein, with Net Cash Proceeds in excess of $10,000,000 in the aggregate during the term of this Agreement (other than (A) the sale of obsolete equipment (other than Towers), (B) the sale of inventory in the ordinary course of business, (C) the sale, transfer or other disposition of Assets that are replaced by property of substantially equivalent value in the ordinary course of business, (D) the sale, transfer or other disposition of any Equity Interests in any Unrestricted Subsidiary or Unrestricted Investment, and (vE) Supplemental Bonusesthe lease of space on Towers in the ordinary course of business), one hundred percent (100%) of the Net Cash Proceeds (in the case of each of clauses (I), (II), (III) and (IV)) received by the Borrower or such Designated Subsidiary from such Sales Transaction shall be applied, on the date of receipt thereof by the Borrower or such Designated Subsidiary, to prepay the Loans as set forth in Section 2.7(e) below; PROVIDED, HOWEVER, that, at the Borrower's election, so long as no Default or Event of Default then exists or would be caused thereby, up to $20,000,000 of such Net Cash Proceeds received by the Borrower or any Designated Subsidiary (other than any Net Cash Proceeds received in connection with the Cingular Transaction or the sale of any Specified Reduction Assets or the disposition of all or any portion of the Network Services Business) in the aggregate during any year may be used by the Borrower or such Restricted Subsidiary to purchase or construct one or more Towers or otherwise to invest in capital assets, the aggregate Purchase Price of which does not exceed such Net Cash Proceeds (or the sum of such Net Cash Proceeds plus amounts otherwise available for Permitted Acquisitions), so long as the Borrower or such Designated Subsidiary shall have (A) entered into a definitive contract for purchase or construction no later than six (6) months from the date of such sale or other disposition, and (B) concluded such purchase or construction within twelve (12) months from the date of such sale or other disposition.”" (b) Section 2.3(c2.7(c) of the Original Agreement Credit Agreement, DEBT ISSUANCE, is hereby modified and amended by adding the following sentence at the end thereof: "In addition to the foregoing and restated in its entirety without regard to the Borrower Leverage Ratio requirements contained therein, if, after the Third Amendment Date, Holdco shall issue any Specified High-Yield Securities, Holdco shall contribute to the Borrower as New Affiliated Equity, on the date of Holdco's receipt of the Net Cash Proceeds from any such issuance, one hundred percent (100%) of such Net Cash Proceeds, and the Borrower shall thereupon apply such amount to prepay the Loans as set forth below:in Section 2.7(e) hereof." (c) The Initial Cash Price shall be decreased by the sum of: (iSection 2.7(e) the Purchase Price Adjustment Items; plus (ii) the difference, if any, of (A) the sum of the payments made Credit Agreement, APPLICATION OF PAYMENTS, is hereby modified and amended by or on behalf of adding the Companies or their Subsidiaries to Seller and its Affiliates (other than following sentence at the Companies and their Subsidiaries)end thereof: "Notwithstanding the foregoing, net of any payments made by Seller or its Affiliates (other than the Companies and their Subsidiaries) on behalf of the Companies or their Subsidiaries in respect of the period from July 1, 2005 through August 31, 2005, and (B) the difference between (1) the amount required to be paid by the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 shall be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case of (x) the amount of any payments prepayment required to be made pursuant to Section 2.7(b) hereof from the Net Cash Proceeds received by the Borrower and its Designated Subsidiaries in connection with sale, transfer or other disposition of any Company Specified Reduction Assets or (y) the amount of any Subsidiary prior prepayment required to or on the Closing Date be made pursuant to Section 2.7(c) hereof in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) issuance of the Seller Disclosure Scheduleany Specified High-Yield Securities, the amount of any such payments less prepayment shall be applied to permanently reduce, on a pro rata basis, the portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate outstanding principal amount of all the payments made Tranche A Loans and the Tranche B Loans, in each case with the amount allocated to stockholders the Tranche A Loans being applied to reduce the remaining scheduled installments of TRL Group other than Seller and its Subsidiaries by any of principal due under the Companies or their Subsidiaries to satisfy the condition Tranche A Loans as set forth in Section 5.1(g2.6(b) but only hereof in the direct order of maturity, and the amount allocated to the extent, if any, that such payments were not funded by Seller or any Tranche B Loans being applied to reduce the remaining scheduled installments of its Subsidiaries (other than principal due under the Companies and their Subsidiaries); plus (v) all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the Excluded Litigation Matters and 80% of all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the litigation Tranche B Loans as set forth on in Section 7.1(a)(xi2.6(c) hereof in the direct order of the Seller Disclosure Schedulematurity.”"

Amendments to Section 2. 3 (a) Section 2.3(b2.11(b) of the Original Credit Agreement is hereby amended by deleting the word “and” after the phrase “Retention Payments;” in such section and inserting immediately after the phrase “June 30, 2005” the phrase “; and (v) Supplemental Bonuses.” (b) Section 2.3(c) of the Original Agreement is hereby amended and restated in its entirety as set forth below: (c) The Initial Cash Price shall be decreased by the sum of: (i) replacing the Purchase Price Adjustment Items; plus (iifirst sentence of such Section with the following two sentences: Subject to the provisions of Sections 2.11(e) and 5.08, in the difference, if any, of (A) the sum of the payments made event and on each occasion that any Net Proceeds are received by or on behalf of the Companies Borrower or their Subsidiaries to Seller and its Affiliates any Subsidiary in respect of any Prepayment Event (other than Net Proceeds received from the Companies issuance of the Senior Second Lien Notes, Specified Equity Offering Proceeds and their SubsidiariesNet Proceeds that are or will be applied in accordance with clause (v) of Section 6.09(a)), net the Borrower and the Mexico Borrower, as applicable, shall, within three Business Days after such Net Proceeds are received, prepay Term Borrowings in an aggregate amount equal to the entire amount of such Net Proceeds. In the event that any payments made Net Proceeds are received by Seller or its Affiliates (other than the Companies and their Subsidiaries) on behalf of the Companies Borrower or their Subsidiaries in respect any Subsidiary from the issuance of the period from July 1Senior Second Lien Notes, 2005 through August 31the Borrower shall on the Business day on which such Net Proceeds are received, 2005apply such Net Proceeds to (i) first, prepay Revolving Loans and Swingline Loans until the aggregate amount of Revolving Loans and Swingline Loans prepaid pursuant to this clause (i) equals the lesser of (A) $75,000,000 and (B) the difference between (1) the amount required to be paid by the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 shall be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case of any payments made by any Company or any Subsidiary prior to or on the Closing Date in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) of the Seller Disclosure Schedule, the amount of such payments less the portion of payments that would have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate amount of all the payments made then outstanding Revolving Loans and Swingline Loans, and (ii) second, prepay (A) Tranche A Term Loans in an aggregate amount equal to stockholders of TRL Group other than Seller and its Subsidiaries by any 50% of the Companies total amount of such Net Proceeds not applied pursuant to clause (i) of this sentence and (B) Tranche B Term Loans in an aggregate amount equal to 50% of the total amount of such Net Proceeds not applied pursuant to clause (i) of this sentence. and (ii) replacing the text "second sentence" and the text "third sentence" in the last sentence of such Section with the text "third sentence" and the text "fourth sentence", respectively. (b) Section 2.11(f) of the Credit Agreement is hereby amended by replacing the second proviso in such Section with the following: provided that if such prepayment is (x) a mandatory prepayment pursuant to paragraph (b) or their Subsidiaries to satisfy the condition set forth in (c) of this Section 5.1(g) but only to the extent, if any, that such payments were not funded by Seller or any of its Subsidiaries (other than the Companies and their Subsidiaries); plus (v) all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred a mandatory prepayment in respect of the Excluded Litigation Matters and 80% of all payments made by any Net Proceeds of the Companies issuance of Senior Second Lien Notes), any Tranche B Lender may elect, to the extent Term Borrowings of any other Class or their Subsidiaries after June 30Classes remain outstanding on the prepayment date, 2005 by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Tranche B Term Loans pursuant to this Section, in respect which case the aggregate amount of legal fees and expenses incurred the prepayment that would have been applied to prepay Tranche B Term Borrowings but was so declined shall be applied to prepay Term Borrowings of each other Class then outstanding pro rata based on the aggregate principal amount of outstanding Borrowings of each such Class, or (y) a mandatory prepayment pursuant to paragraph (b) of this Section in respect of the litigation set forth on Section 7.1(a)(xi) Net Proceeds of the Seller Disclosure Schedule.”issuance of Senior Second Lien Notes, any Tranche B Lender may elect, by notice to the Administrative Agent by telephone (confirmed by telecopy) at least one Business Day prior to the prepayment date, to decline all or any portion of any prepayment of its Tranche B Term Loans pursuant to this Section, in which case the aggregate amount of the prepayment that would have been applied to prepay Tranche B Term Borrowings but was so declined shall be applied to prepay Tranche A Term Borrowings then outstanding, provided that if the aggregate amount so declined exceeds the amount of Tranche A Term Borrowings outstanding on the prepayment date after giving effect to all prepayments of Tranche A Term Borrowings made or to be made pursuant to the second sentence of Section 2.11(b), then the excess shall be applied to prepay the Tranche B Term Loans held by the Tranche B Lenders so declining in proportion to the amounts so declined by such Tranche B Lenders;

Amendments to Section 2. 303. (a) Section 2.3(b2.03(a) of the Original Agreement Series 2010-VFN Indenture Supplement is hereby amended by deleting such Section in its entirety and replacing it with the word following: “and” after On any Payment Date occurring during the phrase “Retention Payments;” Revolving Period, the Issuer may cause the principal portion of the Series 2010-VFN Notes to be prepaid in full or in part, (x) if the aggregate principal amount of such section prepayment is greater than $10,000,000, on not less than three Business Days prior written notice by the Servicer or (y) otherwise, one Business Day prior written notice by the Servicer, in each case, to the Indenture Trustee and inserting immediately after the phrase “June 30Administrative Agent in accordance with the Note Purchase Agreement; provided, 2005” however that such prepayment shall not be permitted unless all due (or, if the phrase “; Series 2010-VFN Notes are paid in full and (vterminated, all accrued) Supplemental Bonusesand unpaid Series 2010-VFN Monthly Interest, Additional Amounts and Non-Use Fees have been paid in full.” (b) Section 2.3(c2.03(b) of the Original Agreement Series 2010-VFN Indenture Supplement is hereby amended and restated by deleting such Section in its entirety as set forth below: (c) The Initial Cash Price shall be decreased by and replacing it with the sum offollowing: (i) “In addition, on any Business Day, the Purchase Price Adjustment Items; plus (ii) Issuer may cause the difference, if any, of (A) the sum principal portion of the payments made by or on behalf of the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries), net of any payments made by Seller or its Affiliates (other than the Companies and their Subsidiaries) on behalf of the Companies or their Subsidiaries in respect of the period from July 1, 2005 through August 31, 2005, and (B) the difference between (1) the amount required Series 2010-VFN Notes to be paid by prepaid in full or in part, (x) if the Companies or their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries) in respect of such period pursuant to the Inter-Company Agreements and (2) the amount required to be paid by Seller and its Affiliates (other than the Companies and their Subsidiaries) to the Companies or their Subsidiaries in respect of such period pursuant to the Inter-Company Agreements; provided that all Cash of the Business (other than Restricted Cash) through and including June 30, 2005 shall be paid prior to the Closing Date by the Companies and their Subsidiaries to Seller and its Affiliates (other than the Companies and their Subsidiaries); plus (iii) in the case of any payments made by any Company or any Subsidiary prior to or on the Closing Date in connection with the settlement or resolution the matters listed in Section 7.1(a)(x) and Section 7.1(a)(xi) of the Seller Disclosure Schedule, the aggregate principal amount of such payments prepayment is greater than $10,000,000, on not less than three Business Days prior written notice by the portion Servicer or (y) otherwise, on one Business Day prior written notice by the Servicer, in each case, to the Indenture Trustee and the Administrative Agent, with the proceeds from issuance of payments a new Series issued substantially contemporaneously with such prepayment in accordance with the Note Purchase Agreement; provided, however that would such prepayment shall not be permitted unless all due (or, if the Series 2010-VFN Notes are paid in full and terminated, all accrued) and unpaid Series 2010-VFN Monthly Interest, Additional Amounts and Non-Use Fees have been paid by the Companies and its Subsidiaries pursuant to Section 7.1(a)(x) and Section 7.1(a)(xi) (in accordance with Section 7.1(b) and 7.3(m)) had such matter been settled or resolution happened after the Closing Date; plus (iv) the aggregate amount of all the payments made to stockholders of TRL Group other than Seller and its Subsidiaries by any of the Companies or their Subsidiaries to satisfy the condition set forth in Section 5.1(g) but only to the extent, if any, that such payments were not funded by Seller or any of its Subsidiaries (other than the Companies and their Subsidiaries); plus (v) all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the Excluded Litigation Matters and 80% of all payments made by any of the Companies or their Subsidiaries after June 30, 2005 in respect of legal fees and expenses incurred in respect of the litigation set forth on Section 7.1(a)(xi) of the Seller Disclosure Schedulefull.”