THE ORDINARY COURSE OF
BUSINESS), SUCH AS REIMBURSEMENT AND OTHER OBLIGATIONS FOR SURETY BONDS AND
LETTERS OF CREDIT, (II) OBLIGATIONS EVIDENCED BY NOTES, BONDS, DEBENTURES OR
SIMILAR INSTRUMENTS, (III) CAPITAL LEASE OBLIGATIONS, (IV) THE NET OBLIGATIONS
OF BUYER UNDER DERIVATIVE TRANSACTIONS (INCLUDING, BUT NOT LIMITED TO, UNDER
SWAP AGREEMENTS) OR COMMODITY TRANSACTIONS, AND (V) ANY OTHER OPERATING EXPENSES
OR OTHER OBLIGATIONS INCURRED BY BUYER; AND (VI) OBLIGATIONS OF BUYER UNDER A
GUARANTEE OF DEBT OF OTHERS OF THE KINDS REFERRED TO IN CLAUSES (I) THROUGH
(V) ABOVE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
"INDEBTEDNESS" SHALL NOT MEAN OR INCLUDE (I) ANY CONTRACTS OR ARRANGEMENTS OF
BUYER TO PURCHASE ADDITIONAL SHARES OF ITS COMMON STOCK USING PROCEEDS HELD IN
THE TRUST ACCOUNT, (II) ANY TAXES OWED TO ANY FEDERAL, STATE OR LOCAL TAXING
AUTHORITY AND (III) THE PAYMENT OF ANY CONVERSION RIGHTS.
THE INDEBTEDNESS SET
FORTH ON SCHEDULE I SHALL BE SUBORDINATED IN PAYMENT AND PERFORMANCE TO THE
OBLIGATION TO PAY SELLER PURSUANT TO THIS AGREEMENT IN A MANNER REASONABLY
ACCEPTABLE TO SELLER.
(J)
TRUST ACCOUNT.
BUYER CONFIRMS THAT AT LEAST $247,708,000 IS HELD
IN THE TRUST ACCOUNT.
BUYER COVENANTS THAT THE VALUE OF THE TRUST ACCOUNT, AS
OF ANY DATE OF DETERMINATION, SHALL NOT BE LESS THAN $[9.91] PER SHARE OF BUYER
COMMON STOCK ISSUED IN THE IPO SUBJECT TO CONVERSION AND SHALL GRANT SELLER
VIEW-ONLY INTERNET ACCESS TO THE TRUST ACCOUNT TO CONFIRM SUCH VALUE.
(K)
IRREVOCABLE INSTRUCTIONS TO CONTINENTAL.
UPON EXECUTION OF THIS
AGREEMENT, BUYER IS DELIVERING THE IRREVOCABLE INSTRUCTIONS ATTACHED AS ANNEX I
TO CONTINENTAL REQUIRING THAT NO FUNDS BE RELEASED FROM THE TRUST ACCOUNT UNLESS
THE AMOUNTS RELEASED FROM THE TRUST ACCOUNT ARE USED TO PAY IN FULL THE AMOUNT
DUE TO THE SELLER UNDER THIS AGREEMENT PRIOR TO RELEASE OF ANY FUNDS FROM THE
TRUST ACCOUNT TO BUYER OR ANY OTHER PARTY AND CONTINENTAL HAS ACKNOWLEDGED AND
AGREED TO SUCH IRREVOCABLE INSTRUCTIONS. SELLER HEREBY AGREES AND CONSENTS TO
THE TERMS OF SUCH IRREVOCABLE INSTRUCTION LETTER. BUYER SHALL DELIVER A COPY OF
SUCH IRREVOCABLE INSTRUCTIONS TO SELLER UPON EXECUTION OF THIS AGREEMENT.
BUYER
AGREES THAT IT WILL NOT ENTER INTO AN AGREEMENT FOR A REPLACEMENT OF CONTINENTAL
AS TRUSTEE IN CONNECTION WITH THE TRUST ACCOUNT UNLESS AND UNTIL BUYER, SUCH
SUBSTITUTE TRUSTEE, AND ANY OTHER REQUIRED SIGNATORY SHALL FIRST DELIVER TO THE
SELLER FULLY EXECUTED IRREVOCABLE INSTRUCTIONS SUBSTANTIALLY IN THE FORM
ATTACHED AS ANNEX 1 HERETO TOGETHER WITH ALL OTHERS INSTRUCTIONS EXECUTED BY
CONTINENTAL AND BUYER IN CONNECTION WITH TRANSFER OF ANY FUNDS IN THE TRUST
ACCOUNT.
UPON THE REPLACEMENT OF CONTINENTAL, ALL REFERENCES HEREIN TO
CONTINENTAL WILL BE TO THE SUBSTITUTE TRUSTEE.
NEITHER THE COMPANY SHALL
PROVIDE, NOR THE INSIDERS SHALL CAUSE THE COMPANY TO PROVIDE, ANY INSTRUCTIONS
WITH RESPECT TO THE DISTRIBUTION OF THE TRUST ACCOUNT THAT ARE DIFFERENT FROM
THE IRREVOCABLE INSTRUCTIONS WITHOUT THE CONSENT OF SELLER AND ALL SIGNATORIES
TO THE IRREVOCABLE INSTRUCTIONS; PROVIDED, HOWEVER, UPON WRITTEN CONFIRMATION OF
TRUSTEE'S COMPLIANCE WITH THE IRREVOCABLE INSTRUCTION LETTER AND PAYMENT OF THE