Common use of Gentlemen Clause in Contracts

Gentlemen. Reference is made to that certain Loan and Security Agreement, dated July __, 1997 (as may be amended, modified or supplemented from time to time, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Parties, and the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following events:

Gentlemen. Reference is made In consideration for your agreement to that certain Loan and Security Agreement, enter into a Financing Agreement dated July as of June __, 1997 2000 (as may be amendedthe "Financing Agreement"), modified or supplemented by and among Gilat-to-Home Inc., a Delaware corporation (the "Borrower"), certain financial institutions party thereto from time to timetime (the "Lenders") and Bank Leumi USA, as agent for the Lenders (in such capacity, the "AgreementAgent"; ) (capitalized terms used but herein and not defined herein shall have the meanings assigned to such terms same meaning herein as set forth in the Financing Agreement), between the Lenders listed in the Agreement Gilat Satellite Networks, Ltd. (and any amendments or supplements thereto"Gilat") and you, as Lender and agent for the Lenders Spacenet Inc. (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "GuarantorsSpacenet") hereby unconditionally represent and warrant jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Parties, and the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others the Lenders and the Agent, that the equipment and technology manufactured by either Gilat or may be invalid or defective in Spacenet and supplied to the Borrower pursuant to any way and for any reason, including any action, or failure to actagreement between Borrower, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become dueone hand, and one Gilat or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or actionSpacenet, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that other hand, in effect as of the date of this Guarantythe Financing Agreement, together with any amendments or other modifications thereto that are more favorable to the fair saleable value Borrower unless the adoption of each such amendments or modifications has been approved by a vote of all or a majority of the GuarantorBorrower's assets exceeds its respective liabilities; directors not appointed by either Gilat or Spacenet (ii) that each Guarantor is meeting current liabilities the "Agreements"), shall perform in conformity with the specifications set forth in such Agreements. Gilat and Spacenet hereby agree to jointly and severally indemnify the Agent and Lenders for any and all losses suffered by the Agent and the Lenders as they mature; (iii) that a result of the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects breach of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any Agreements if such losses arise solely from the failure of the Guarantors equipment or technology manufactured and no federal supplied to the Borrower by either Gilat or state tax liens have been filed Spacenet pursuant to any Agreement to perform in conformity with the specifications set forth in such Agreement, as determined by a court of competent jurisdiction in an action brought by the Borrower (or threatened against any other person entitled to assert the rights of the Guarantors nor is any Guarantor Borrower in default a bankruptcy or claimed default under any agreement for borrowed money; (v) that each insolvency proceeding of the Guarantors shall immediately give you written notice Borrower) against Gilat and/or Spacenet. Such right of indemnification may be asserted directly by the Agent or the Lenders against Gilat and/or Spacenet if any material adverse change court referred to in its financial conditionthe preceding sentence makes a determination, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedingsGilat and/or Spacent admits in writing, that is the equipment or technology manufactured and supplied to the Borrower by either Gilat or against Spacenet pursuant to any Guarantor; (vi) that each of Agreement failed to perform in conformity with the Guarantors specifications set forth in such Agreement. Any such court determination or written admission shall at such reasonable times as you request furnish its current financial statements to you be binding upon Gilat and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment Spacenet in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred proceeding brought by the Companies. All sums at any time Agent or the Lenders against Gilat and/or Spacenet to assert the right of indemnification granted to the credit of Agent and the Guarantors and any property of Lenders hereunder. However, no independent right is hereby granted by Spacenet, Gilat or the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed Borrower to the Guarantors at Agent or Lenders to enforce the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence terms of any of the following events:Agreements against Gilat or Spacenet. In the event the Board of Directors becomes comprised of a majority of individuals who are appointed to the Board by either Spacenet or Gilat, Borrower agrees to institute and diligently and in good faith prosecute an action against Gilat or Spacenet for breach of any of the Agreements arising solely from the failure of the equipment or technology manufactured and supplied to the Borrower by either Gilat or Spacenet in the event that the directors not appointed by Gilat and Spacenet decide to institute such an action against Gilat or Spacenet. Notwithstanding anything to the contrary contained herein, this letter shall not in any way affect the rights of the Agent and the Lenders against the Borrower under the Loan Documents or the rights of the Agent and the Lenders against the Borrower or any other person under applicable law. This letter shall (a) terminate upon the repayment in full of all Obligations under the Financing Agreement and the other Loan Documents and (b) be governed by the laws of the State of New York. Gilat Satellite Networks, Ltd. By: ----------------------------- Name: Title: Gilat-to-Home Inc. Spacenet Inc. By: By: ------------------------ ------------------------------ Name: Name: Title: Title: Exhibit L Form of Debt Conversion Letter

Gentlemen. Reference is made to that certain Loan (a) the Second Restated and Security Agreement, Amended Financing Agreement dated July __, 1997 as of the date hereof (as same has been and may be further amended, modified or modified, supplemented and restated from time to time, the "Financing Agreement"; ) between BNY Financial Corporation ("Lender") and Xxxxxxx Xxxxx, Inc. ("Borrower") and (b) that certain $12,500,000 Promissory Note dated the date hereof (as same has been and may be further amended, modified, supplemented and restated from time to time, the "Note") executed by the undersigned in favor of Xxxxxx. All capitalized terms used but herein which are not defined herein shall have the meanings assigned given to such terms them in the Financing Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent . As collateral security for the Lenders (you undersigned's obligations under the Note and the Lenders sometimes Obligations, the undersigned hereby deposits with Lender, the sum of $12,500,000 which are the proceeds of the loan made under the Note, such sum to be held by Lender for the uses and purposes herein stated (this deposit to be hereinafter referred to herein asas the "Collateral Deposit"). For purposes hereof, the term "Secured Parties")Obligations" also includes indebtedness of Borrower to Lender, whether accrued or incurred prior or subsequent to the commencement of any voluntary or involuntary case under Title 11, United States Code by or against Borrower, if any, and whether or not such indebtedness is allowed or disallowed by court order entered in such case, but does not represent indebtedness owing by Lender to Borrower as debtor-in-possession arising pursuant to court order under Section 364 of Title 11, United States Code. Upon the Companies. Each occurrence and during the continuation of an Event of Default or the undersigned should at any time become insolvent, or make a general assignment, or if a proceeding in or under any federal or state bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditor's rights generally, shall be filed or commenced by, or in respect of the undersigned, or if a notice of any lien, levy or assessment is filed of record with respect to any assets of the undersigned (herein each by the United States or any department, agency or instrumentality thereof, or if any taxes or debts owing at any time or times hereafter to any one of them becomes a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations lien or liabilities encumbrance upon any assets of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered undersigned in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law Lender's possession or otherwise, includingLender and its successors and assigns may, without limitationdemand of performance or advertisement or notice of any kind to or upon the undersigned (each of which demands, advertisements and/or notices are hereby expressly waived), forthwith or at any time or times thereafter, appropriate and apply all Secured Obligations or any part of the Companies Collateral Deposit to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, thenin such order as Lender may elect, of the Obligations, whether then due or not due, returning the surplus, if any, to the extent undersigned, who shall nevertheless remain liable to Lender for the payment of any sum not finally retained by you or deficiency. The Collateral Deposit shall be released simultaneously with the Secured Parties (regardless Restructure Transaction and shall thereafter be applied as provided in Section 12.3 of whether such sum is recovered from you or the Secured Parties by Financing Agreement. When all of the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative)Obligations have been paid and/or are otherwise satisfied in full, the Guarantors' obligation to you, as agent for the Secured Parties, Financing Agreement has been irrevocably terminated and Borrower and the Secured Parties under this Guarantyundersigned have executed full releases in favor of Xxxxxx in form and substance reasonably satisfactory to Lender, as amendedany sums still on deposit hereunder shall be returned to the undersigned. While any sums are on deposit with Lender hereunder, modified Xxxxxx shall pay to the undersigned interest on the Collateral Deposit at a rate per annum equal to (a) the Alternate Base Rate plus (b) one-half of one percent (.50%). Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, interest on the Collateral Deposit shall either, at Lender's option, accrue and be added to the Collateral Deposit or supplemented, cease accruing. This letter agreement shall remain in full force be binding upon and effect (or be reinstated) until the Guarantors have made payment in full inure to you, for the benefit of the Secured Partiesparties hereto and their respective heirs, thereforadministrators, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companiesexecutors, or to enter into or continue a financing arrangement with the Companies, successors and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, assigns and shall be deemed to have been done or extended governed by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable construed in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any laws of the Guarantors is subjectState of New York. Very truly yours, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following events:/s/ Xxxxxxxxx Xxxxx --------------------------------------- XXXXXXXXX XXXXX Social Security No.: ###-##-#### -------------------- ACCEPTED: BNY FINANCIAL CORPORATION By: /s/ Xxxxxx Xxxxx ---------------------------- Title: SVP

Gentlemen. Reference is made We hereby establish our Irrevocable Letter of Credit and authorize you to that certain Loan and Security Agreementdraw on us at sight for the account of [INSERT TENANT NAME] ("Applicant"), dated July a [PLEASE PROVIDE], the aggregate amount of __, 1997 _____________ and ____ Dollars ($_______________). Funds under this Letter of Credit are available to the beneficiary hereof as follows: Any or all of the sums hereunder may be amended, modified or supplemented drawn down at any time and from time to timetime from and after the date hereof by BXP 611 GATEWAY CENTER LP, a Delaware limited partnership ("Beneficiary") when accompanied by this Letter of Credit and a written statement signed by a representative of Beneficiary, (i) certifying that Beneficiary is otherwise allowed to draw down on the Letter of Credit pursuant to the terms of that certain office lease by and between Beneficiary and Applicant dated [insert lease date], as amended (collectively, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured PartiesLease"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Parties, and the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) certifying that Beneficiary is entitled to draw down the taking and releasing full amount of collateral or guarantees (including letter of credit no. ___________ as the release of any result of the Guarantors) and filing of a voluntary petition under the U.S. Bankruptcy Code or a State Bankruptcy Code by the tenant under the Lease, which filing has not been dismissed at the time of this drawing, or (iii) certifying that Beneficiary is entitled to draw down the settlementfull amount of letter of credit no. ___________ as the result of an involuntary petition having been filed under the U.S. Bankruptcy Code or a State Bankruptcy Code against the tenant under the Lease, compromise which filing has not been dismissed at the time of this drawing. This Letter of Credit is transferable in its entirety. Should a transfer be desired, such transfer will be subject to the return to us of this advice, together with written instructions. The amount of each draft must be endorsed on the reverse hereof by the negotiating bank. We hereby agree with you that if drafts are presented to the [bank name] under this Letter of Credit at or release prior to 11:00 a.m. time, on a business day, and provided that such drafts presented conform to the terms and conditions of this Letter of Credit, payment shall be initiated by us in immediately available funds by our close of business on the succeeding business day. If drafts are presented to [bank name] under this Letter of Credit after 11:00 a.m. time, on a business day, and provided that such drafts conform with the terms and conditions of EXHIBIT H -1- 000 XXXXXXX XXXXXXXXX [Atara Biotherapeutics, Inc.] this Letter of Credit, payment shall be initiated by us in immediately available funds by our close of business on the second succeeding business day. As used in this Letter of Credit, "business day" shall mean any day other than a Saturday, Sunday or a day on which banking institutions in the state of California are authorized or required by law to close. If the expiration date for this Letter of Credit shall ever fall on a day which is not a business day then such expiration date shall automatically be extended to the date which is the next business day. We hereby engage with you that drafts drawn under and in compliance with the terms and conditions of this Letter of Credit will be duly honored by us if presented at our offices located at attention: (or at such other office of the bank as to which you have received written notice from us by registered mail, courier service or hand delivery, as being the applicable such address) on or before the then current expiration date. We agree to notify you in writing by registered mail, courier service or hand delivery, of any Guaranteed Obligationschange in such address. Presentation of a drawing under this Letter of Credit may be made on or prior to the then current expiration date hereof by hand delivery, and agrees thatcourier service, overnight mail, or facsimile. Presentation by facsimile transmission shall be by transmission of the above required sight draft drawn on us together with this Letter of Credit to our facsimile number, (___) ________ attention: the manager, standby letter of credit department, with telephonic confirmation of our receipt of such facsimile transmission at our telephone number (___) ________ or to such other facsimile or telephone numbers, as to each which you have received written notice from us as being the applicable such number). We agree to notify you in writing, by registered mail, courier service or hand delivery, of the Guarantors, the amount of the Guaranteed Obligations any change in such direction. Any facsimile presentation pursuant to this paragraph shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or also state thereon that the Companies or any person be joined in original of such causesight draft and Letter of Credit are being remitted, or that separate action be brought against for delivery on the Companies or any other person; (c) waives any right next business day, to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives [bank name] at the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law address for presentment pursuant to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard theretoparagraph preceding this one. This Guaranty is absolute, unconditional and continuing, regardless Letter of Credit shall expire on ______________. Notwithstanding the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the above expiration date of this GuarantyLetter of Credit, the fair saleable value term of each this Letter of the Guarantor's assets exceeds its respective liabilities; Credit shall be automatically renewed for successive, additional one (ii1) that each Guarantor is meeting current liabilities as they mature; year periods unless, at least sixty (iii60) that the financial statements of each Guarantor furnished days prior to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the any such date of said financial statements there has been no material or adverse change in expiration, the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors undersigned shall immediately give you written notice of any material adverse change in its financial conditionto Beneficiary, including but not limited to a litigation commencedby certified mail, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you return receipt requested and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement above or at any such other address as may be given to the undersigned by Beneficiary, that this Letter of Credit will not be renewed. (FINAL EXPIRATION DATE NOT LESS THAN 120 DAYS FOLLOWING LEASE EXPIRATION DATE) This Letter of Credit is governed by the Guarantors appearing on your recordsUniform Customs and Practice for Documentary Credits (1993 Revision), shall be deemed reasonably and properly givenInternational Chamber of Commerce Publication 500. The Guarantors shall have no right Very truly yours, (Name of subrogationIssuing Bank) By:__________________________________ EXHIBIT H -2- 000 XXXXXXX XXXXXXXXX [Atara Biotherapeutics, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following events:Inc.]

Gentlemen. Reference is made to that certain Loan Financing Agreement between the Companies, the Agent and Security Agreementthe Lenders party thereto, dated July __March 12, 1997 (1999, as the same may be amended, modified or supplemented amended from time to time, time (the "Financing Agreement"; capitalized ). Capitalized terms used but not herein and defined herein in the Financing Agreement shall have the same meanings assigned to such terms in as specified therein unless otherwise specifically defined herein. As security for: (a) the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations (i) Obligations of the undersigned (herein the "Pledgor") arising pursuant to any guaranty now or liabilities hereafter executed by the Pledgor in your favor (as Agent on behalf of the Lenders) regarding the Companies or any one of them (herein collectively the "Guaranty") and (ii) Obligations of the Companies or any one of them to you and/or the Secured PartiesLenders, howsoever arising, in each case whether direct or indirect, absolute or contingent, secured or unsecuredhowever acquired by you, and whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, Financing Agreement and/or Guaranty as now written or as amended or supplemented or augmented hereafter, or by operation of in law or otherwiseotherwise (herein collectively the "Obligations"); (b) any liability or indebtedness you may incur because of any guaranty you may issue at the request of the Company, including, without limitation, all Secured Obligations any Letter of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand Credit Guaranty; (c) the amount of all expenses (including reasonable attorney's attorneys' fees) incurred by you or any of and/or the Secured Parties Lenders in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the CompaniesCompanies or any one of them, the Pledgor or from any other obligor, or from the Guarantors, obligor or in realizing upon any collateral; and agrees to pay (d) any interest from the due date at the highest lawful rate Default Rate of Interest specified in the Financing Agreement on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. you hereunder (All all of the aforementioned obligations, liabilities, expenses and interest which are hereinafter collectively herein called the "Guaranteed Secured Obligations"). To , the extent Pledgor hereby pledges, assigns, transfers, delivers and sets over to you receive payment, for the benefit (as Agent on behalf of the Secured PartiesLenders) all of its right, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties title and interest in whole or in part, then, and to the extent securities listed on the attached schedule, issued as indicated on said schedule (the "Securities"). This pledge includes all right, title and interest in and to and a continuing lien upon and security interest in, all of said Securities together with any sum not finally retained by you and all rights, coupons, warrants or the Secured Parties (regardless of whether such sum is recovered from you rights to subscribe, options, dividends, liquidating dividends, splits, dividends paid in stock, dividends paid in Securities, new or the Secured Parties by the Companies, its trusteereclassified Securities, or any other party acting forproperty which the Pledgor is or may hereafter become entitled to receive on account of such Securities, on behalf of any and all increments, substitutions, additions or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Partiesreplacements thereof, and any and all proceeds thereof (all collectively hereinafter referred to as the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand"Pledged Collateral"). This Guaranty Stock Pledge Agreement is executed as an inducement to the Secured Parties you to make loans or advances to the Companies Company or issue guaranties at the request of the Company, or otherwise to extend credit or financial accommodations to the Companies, Company or to enter into or continue a financing arrangement with the CompaniesCompany, and is executed in consideration of the Secured Parties your doing or having done any of the foregoing. Each of the Guarantors The Pledgor agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties you in consideration of and in reliance upon the execution of this GuarantyStock Pledge Agreement, but that nothing herein shall obligate the Secured Parties, you to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements The Pledgor shall be in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether default under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize Pledge Agreement upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following events:(herein any such default shall be referred to as an "Event of Default"):

Gentlemen. Reference It is made to anticipated that certain Loan the Proposed Credit Facilities will close on or about September 8, 1995, and Security Agreementthat the only Bank will be Wachovia Bank of North Carolina, dated July __, 1997 N.A. (as may be amended, modified or supplemented from time to timecollectively, the "AgreementProposed Bank"; capitalized terms used but not defined herein shall ). Section 2.02 of the Proposed Credit Agreement generally requires that Notices of Borrowing be given at least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing. The Borrower would like to have the meanings assigned opportunity to obtain Euro-Dollar Borrowings on the Closing Date for the initial [Revolver Loan advance] [Term Loan Advance], but could of course not comply with such terms notice provisions with respect thereto. The Borrower hereby requests that the Agent and the Proposed Bank, on a one-time basis only, waive the aforesaid notice provisions, and permit the Borrower to obtain Euro-Dollar Borrowings on the Closing Date in the Agreement)such amounts, between the Lenders listed in the Agreement (and any amendments or supplements thereto) and youfor such Interest Periods, as Lender and agent for have been agreed to by the Lenders (you Borrower and the Lenders sometimes referred Agent and notified to herein as, the Proposed Bank (the "Secured PartiesAgreed Initial Closing Date Euro-Dollar Borrowings") by September 8, 1995 (the "Proposed Closing Date"), and in consideration thereof, and for other good and valuable consideration, the Companies. Each receipt of which hereby is acknowledged, to pay to and indemnify and hold harmless each of the undersigned Proposed Bank with respect to such amount or amounts as shall compensate the Proposed Bank for any loss, cost or expense incurred by the Proposed Bank as a result of any failure of (herein each a "Guarantor" and collectively i) the "Guarantors"Proposed Credit Facilities to close, or (ii) hereby unconditionally jointly and severally guarantees and agrees Borrowers to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities borrow any of the Companies to Agreed Initial Closing Date Euro-Dollar Rate Borrowings on the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents Proposed Closing Date. This indemnification letter is executed and delivered in connection with to Wachovia Bank of Georgia, N.A. as proposed Agent under the AgreementProposed Credit Facilities, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, but for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured PartiesProposed Bank, and the Secured Parties under Proposed Bank shall be entitled to rely on and directly enforce the terms and provisions hereof. Sincerely, TRION, INC. By: Title: EXHIBIT I FORM OF GUARANTY AGREEMENT GUARANTY THIS GUARANTY (this "Guaranty") is made as of the 8th day of September 1995 , by [insert names of Significant Subsidiaries as amendedof the Closing Date], modified or supplementedeach a [North Carolina] corporation (each a "Guarantor", and collectively, the "Guarantors", which terms shall remain include any Significant Subsidiary of Trion, Inc. which becomes a Guarantor pursuant to Section 15 hereof and Section 5.23 of the Credit Agreement referred to below) in full force and effect (or be reinstated) until favor of the Guarantors have made payment in full to youAgent, for the ratable benefit of the Secured PartiesBanks, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Credit Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices referred to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following events:below;

Gentlemen. Reference is made to that the financing arrangements between The CIT Group/Credit Finance, Inc. ("Lender") and Borrower, pursuant to which Lender may extend loans, advances and other financial accommodations to Borrower as set forth in a certain Loan and Security Agreement, dated July __on or about the date hereof, 1997 between Borrower and Lender (as may be amended, modified or supplemented from time to time, the "Loan Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and various other agreements, documents and instruments now or at any time executed and/or delivered in connection therewith or otherwise related thereto, including, but not limited to, this Guaranty and Suretyship Agreement ("Guaranty") (all of the Companiesforegoing, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the "Financing Agreement"). Each of Due to the close business and financial relationships between Borrower and the undersigned (herein each a "Guarantor" "), in consideration of the benefits which will accrue to Guarantor, and collectively as an inducement for and in consideration of Lender at any time providing or extending loans, advances and other financial accommodations to Borrower, whether pursuant to the "Guarantors") hereby unconditionally jointly Financing Agreements or otherwise, Guarantor hereby, irrevocably and severally unconditionally, guarantees and agrees to be liable (a) for the prompt, prompt indefeasible and full and indefeasible payment and performance when due of all revolving loans, term loans, letters of credit, bankers' acceptances, merchandise purchase guaranties or other guaranties or indemnities for Borrower's account and all other obligations, liabilities and indebtedness of every kind, nature or description owing by Borrower to Lender and/or its affiliates, including principal, interest, charges, fees and expenses, however evidenced, whether as principal, surety, endorser, guarantor or otherwise, whether arising under any of the Financing Agreements or otherwise, whether now existing and future indebtednessor hereafter arising, obligations whether arising before, during or liabilities after the initial or any renewal term of the Companies Financing Agreements or after the commencement of any case with respect to Borrower under the Secured Parties, howsoever arisingUnited States Bankruptcy Code or any similar statute, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, original, renewed or extended, and whether arising under the Agreementdirectly or howsoever acquired by Lender including from any other entity outright, the Note or the other documents executed and delivered in connection with the Agreement, as now written conditionally or as amended collateral security, by assignment, merger with any other entity, participations or supplemented hereafterinterests of Lender in the obligations of Borrower to others, or by assumption, operation of law law, subrogation or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees otherwise and (b) to pay to you, as agent for the Secured Parties, Lender on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Parties, and the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses attorneys' fees and legal expenses) incurred by Lender in connection with the preparation, execution, delivery, recording, administration, collection, liquidation, enforcement and defense of Statute of Limitations Borrower's obligations, liabilities and laches; (d) waives the performance of each and every condition precedent indebtedness as aforesaid to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduceLender, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien Lender's rights in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, under this Guaranty and all other Financing Agreements or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is involving claims by or against Lender directly or indirectly arising out of or related to the relationship between Borrower and Lender, Guarantor and Lender, or any Guarantor; other Obligor (vias hereinafter defined) that each and Lender, whether such expenses are incurred before, during or after the initial or any renewal term of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you Financing Agreements or your representatives to inspect any and all of after the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations commencement of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations case with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorizedBorrower, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation other Obligor under the United States Bankruptcy Code or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or similar statute (all of which you, being collectively referred to herein as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all "Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following events:Obligations.).

Gentlemen. Reference is made In consideration for your agreement to that certain Loan and Security Agreement, enter into a Financing Agreement dated July as of June __, 1997 2000 (as may be amendedthe "Financing Agreement"), modified or supplemented by and among Gilat-to-Home Inc., a Delaware corporation (the "Borrower"), certain financial institutions party thereto from time to timetime (the "Lenders") and Bank Leumi USA, as agent for the Lenders (in such capacity, the "AgreementAgent"; ) (capitalized terms used but herein and not defined herein shall have the meanings assigned to such terms same meaning herein as set forth in the Financing Agreement), between the Lenders listed in the Agreement Gilat Satellite Networks, Ltd. (and any amendments or supplements thereto"Gilat") and you, as Lender and agent for the Lenders Spacenet Inc. (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "GuarantorsSpacenet") hereby unconditionally represent and warrant jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Parties, and the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others the Lenders and the Agent, that the equipment and technology manufactured by either Gilat or may be invalid or defective in Spacenet and supplied to the Borrower pursuant to any way and for any reason, including any action, or failure to actagreement between Borrower, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become dueone hand, and one Gilat or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or actionSpacenet, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that other hand, in effect as of the date of this Guarantythe Financing Agreement, together with any amendments or other modifications thereto that are more favorable to the fair saleable value Borrower unless the adoption of each such amendments or modifications has been approved by a vote of all or a majority of the GuarantorBorrower's assets exceeds its respective liabilities; directors not appointed by either Gilat or Spacenet (ii) that each Guarantor is meeting current liabilities the "Agreements"), shall perform in conformity with the specifications set forth in such Agreements. Gilat and Spacenet hereby agree to jointly and severally indemnify the Agent and Lenders for any and all losses suffered by the Agent and the Lenders as they mature; (iii) that a result of the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects breach of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any Agreements if such losses arise solely from the failure of the Guarantors equipment or technology manufactured and no federal supplied to the Borrower by either Gilat or state tax liens have been filed Spacenet pursuant to any Agreement to perform in conformity with the specifications set forth in such Agreement, as determined by a court of competent jurisdiction in an action brought by the Borrower (or threatened against any other person entitled to assert the rights of the Guarantors nor is any Guarantor Borrower in default a bankruptcy or claimed default under any agreement for borrowed money; (v) that each insolvency proceeding of the Guarantors shall immediately give you written notice Borrower) against Gilat and/or Spacenet. Such right of indemnification may Bank Leumi USA June __, 2000 Page 2 be asserted directly by the Agent or the Lenders against Gilat and/or Spacenet if any material adverse change court referred to in its financial conditionthe preceding sentence makes a determination, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedingsGilat and/or Spacent admits in writing, that is the equipment or technology manufactured and supplied to the Borrower by either Gilat or against Spacenet pursuant to any Guarantor; (vi) that each of Agreement failed to perform in conformity with the Guarantors specifications set forth in such Agreement. Any such court determination or written admission shall at such reasonable times as you request furnish its current financial statements to you be binding upon Gilat and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment Spacenet in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred proceeding brought by the Companies. All sums at any time Agent or the Lenders against Gilat and/or Spacenet to assert the right of indemnification granted to the credit of Agent and the Guarantors and any property of Lenders hereunder. However, no independent right is hereby granted by Spacenet, Gilat or the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed Borrower to the Guarantors at Agent or Lenders to enforce the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence terms of any of the following events:Agreements against Gilat or Spacenet. In the event the Board of Directors becomes comprised of a majority of individuals who are appointed to the Board by either Spacenet or Gilat, Borrower agrees to institute and diligently and in good faith prosecute an action against Gilat or Spacenet for breach of any of the Agreements arising solely from the failure of the equipment or technology manufactured and supplied to the Borrower by either Gilat or Spacenet in the event that the directors not appointed by Gilat and Spacenet decide to institute such an action against Gilat or Spacenet. Notwithstanding anything to the contrary contained herein, this letter shall not in any way affect the rights of the Agent and the Lenders against the Borrower under the Loan Documents or the rights of the Agent and the Lenders against the Borrower or any other person under applicable law. This letter shall (a) terminate upon the repayment in full of all Obligations under the Financing Agreement and the other Loan Documents and (b) be governed by the laws of the State of New York. Gilat Satellite Networks, Ltd. By: ----------------------------- Name: Title: Gilat-to-Home Inc. Spacenet Inc. By: By: ------------------------ ------------------------------ Name: Name: Title: Title: 111 Exhibit L Form of Debt Conversion Letter [Debt Conversion Letter dated as of June 26, 2000 filed as a separate Exhibit to the Registration Statement] 113 Annex I Business Plan [*]

Gentlemen. Reference is made to that You have requested our opinion concerning certain Loan and Security Agreement, dated July __, 1997 federal income tax consequences of the reorganization of Acquired Fund (as may be amended, modified or supplemented from time to time, the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement“Reorganization”), between which will consist of: (i) the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or acquisition by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting forAcquiring Trust, on behalf of or through Acquiring Fund, of substantially all of the Companies or its representative)property, the Guarantors' obligation to youassets and goodwill of Acquired Fund in exchange solely for full and fractional Class A, as agent for the Secured PartiesClass B, and the Secured Parties under this GuarantyClass C shares of beneficial interest, as amendedwith no par value, modified or supplemented, shall remain in full force and effect of Acquiring Fund (or be reinstated“Acquiring Fund Shares”) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, voting securities; (ii) the taking distribution of Acquiring Fund Shares to the holders of Class A, Class B, and releasing Class C shares of collateral or guarantees beneficial interest of Acquired Fund (including the release “Acquired Fund Shares”), respectively, according to their respective interests in Acquired Fund in complete liquidation of any of the Guarantors) Acquired Fund; and (iii) the settlementdissolution of Acquired Fund as soon as is practicable after the closing (the “Closing”), compromise or release all upon and subject to the terms and conditions of any Guaranteed Obligationsthe Agreement. In rendering our opinion, we have reviewed and relied upon: (a) the Agreement, made as of the first day of December, 2008, by Acquiring Trust, on behalf of Acquiring Fund, and agrees thatAcquired Trust, as to each on behalf of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoingAcquired Fund; (b) waives any necessitythe proxy materials provided to shareholders of Acquired Fund in connection with a Special Meeting of Shareholders of Acquired Fund held on November 12, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person2008; (c) waives any right certain representations concerning the Reorganization made to assert us by Acquiring Trust, on behalf of Acquiring Fund, and Acquired Trust, on behalf of Acquired Fund, in any action or proceeding on this Guaranty any offsetsa letter dated December 3, counterclaims or defenses 2008 (except payment) including, without limitation, defenses of Statute of Limitations and lachesthe “Representation Letter”); (d) waives the performance of each all other documents, financial and every condition precedent to which the Guarantors might otherwise be entitled by lawother reports and corporate minutes we deemed relevant or appropriate; and (e) waives each such statutes, regulations, rulings and every right to which it may be entitled by virtue decisions as we deemed material in rendering this opinion. All terms used herein, unless otherwise defined, are used as defined in the Agreement. For purposes of applicable suretyship law to this opinion, we have assumed that Acquired Fund, on the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each Closing of the Guarantors agrees that neither youReorganization, satisfies, and immediately following the Closing, Acquiring Fund will continue to satisfy, the requirements of Subchapter M of the Internal Revenue Code of 1986, as agent for amended (the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you“Code”), for qualification as a regulated investment company. Based on the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become dueforegoing, and one or more successive or concurrent actions may be brought hereon against provided the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, Reorganization is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable carried out in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any applicable laws of the Guarantors is subjectState of Delaware, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each terms of the Guarantors represents Agreement and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies statements in the Agreement or at any other address Representation Letter with regard to matters of the Guarantors appearing on your recordsfact, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following eventsit is our opinion that:

Gentlemen. Reference is made to that certain Loan and Security AgreementIn consideration of your executing a shipbuilding contract (hereinafter called the “CONTRACT”) dated March , dated July __, 1997 2014 with NAVIG8 CRUDE TANKERS INC or its nominees (as may be amended, modified or supplemented from time to time, hereinafter called the "Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto“BUYER”) and you, as Lender and agent providing for the Lenders design, construction, equipment, launch and delivery of one (you and 1) 300,000 DWT Class Crude Oil Carrier having the Lenders sometimes referred to herein as, BUILDER’s Hull No. NTP0138 (hereinafter called the "Secured Parties"“VESSEL”), and the Companies. Each providing, among other things, for payment of the undersigned contract price amounting to United States Dollars Ninety Six Million Three Hundred Sixty Thousand Five Hundred only (herein each US$ 96,360,500) for the VESSEL, prior to and upon delivery of the VESSEL, the undersigned, as a "Guarantor" primary obligor and collectively the "Guarantors") not as a merely surety, hereby unconditionally jointly and severally irrevocably guarantees to you or your successors, the due and agrees to be liable for faithful performance by the prompt, full and indefeasible payment and performance when due BUYER of all now existing and future indebtedness, its obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the AgreementCONTRACT and any supplements, the Note amendments, changes or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are modifications hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, on account of the Guaranteed Obligations, which payment is thereafter set aside or required to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Parties, and the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise to extend credit or financial accommodations to the Companies, or to enter into or continue a financing arrangement with the Companies, and is executed in consideration of the Secured Parties doing or having done any of the foregoing. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each the prompt payment of the Guarantors shall at such reasonable times as you request furnish its current financial statements contract price, when due (whether on account of principal, interest or otherwise) by the BUYER to you and permit you or your representatives to inspect successors under the CONTRACT, notwithstanding any and all obligation of the Guarantors' offices each BUYER being or becoming unenforceable by defect in or want of its powers, (hereby expressly waiving notice of any such supplement, amendment, change or modification as may be agreed to by the BUYER) and confirms that this guarantee shall be fully applicable to the CONTRACT whether so supplemented, amended, changed or modified and if it shall be assigned by the BUYER in accordance with the terms of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate CONTRACT. This guarantee will expire on the financial condition of each Guarantor; (vii) that none payment of the Guarantors shall (A) mortgageDELIVERY installment of the VESSEL as defined in the CONTRACT. The undersigned hereby certifies, assignrepresents and warrants that all acts, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment conditions and things required to exist on any be done and performed and to have occurred precedent to the creation and issuance of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, this guarantee, endorse, or otherwise become liable upon and to constitute the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes guarantee the legal, valid and legally binding obligation of each Guarantor the undersigned enforceable in accordance with its terms have been done and does not performed and will not violate or conflict have occurred in due and strict compliance with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guarantyapplicable laws. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred The payment by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, undersigned under this guarantee shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following events:made forthwith within thirty

Gentlemen. Reference is made to that certain Loan Financing Agreement between the Companies, the Agent and Security Agreementthe Lenders party thereto, dated July __March 12, 1997 (1999, as the same may be amended, modified or supplemented amended from time to time, time (the "Agreement"; capitalized ). Capitalized terms used but not herein and defined herein in the Financing Agreement shall have the same meanings assigned to such terms in the Agreement), between the Lenders listed in the Agreement (and any amendments or supplements thereto) and you, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties"), and the Companies. Each of the specified therein unless otherwise specifically defined herein.. The undersigned (herein each a the "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies or any one of them to you, as Agent on behalf of the Secured PartiesLenders, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the Agreement, the Note or the other documents executed and delivered in connection with the Agreement, Agreement as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations (as defined in the Agreement) of the Companies or any one of them to you (and the Secured PartiesLenders). Furthermore each of Further the Guarantors Guarantor agrees to pay to you, as agent for on behalf of the Secured PartiesLenders, on demand the amount of all expenses (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations obligations to the Secured Partiesyou, whether from the CompaniesCompanies or any one of them, or from any other obligor, or from the GuarantorsGuarantor, or in realizing upon any collateral; and agrees to pay any interest at the lesser of the Default Rate of Interest specified in the Agreement or the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties you hereunder, even if such amount cannot be collected from the CompaniesCompanies or any one of them. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed Obligations"). To the extent you receive payment, for the benefit of the Secured Parties, payment on account of the Guaranteed ObligationsObligations guaranteed hereby, which payment is thereafter set aside or required to be repaid by you (or the Secured Parties any Lender) in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the CompaniesCompanies or any one of them, its or their trustee, or any other party acting for, on behalf of or through any of the Companies or its their representative), the Guarantors' Guarantor's obligation to you, as agent for the Secured Parties, and the Secured Parties you under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have Guarantor has made payment in full to you, for the benefit of the Secured Parties, you therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties you to make loans or advances to the Companies Company or otherwise to extend credit or financial accommodations to the CompaniesCompany, or to enter into or continue a financing arrangement with the CompaniesCompany, and is executed in consideration of the Secured Parties your doing or having done any of the foregoing. Each of the Guarantors The Guarantor agrees that any of the foregoing shall be done or extended by the Secured Parties, you in their your sole discretion, and shall be deemed to have been done or extended by the Secured Parties you in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, you to do any of the foregoing. Notwithstanding anything herein to the contrary, the Obligations of the Guarantor hereunder are limited to $5,000,000 plus, in the event the Agent has to enforce its rights hereunder, including for payment hereunder, any applicable interest thereon, costs, fees and expenses (including attorneys fees). Notice of acceptance of this Guaranty, the making of loans or advances, or the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors Guarantor may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) The Guarantor also waives notice of (i) of: changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the other Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees agree that, as to each of the GuarantorsGuarantor, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors The Guarantor also agrees that neither you, as agent for the Secured Parties, nor the Secured Parties you need not attempt to collect any Guaranteed Obligations from the any other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors Guarantor to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties You shall not be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, you or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors Guarantor under this Guaranty shall be unaffected by the death of any of the other Guarantors. Payment by the Guarantors Guarantor shall be made to you, for the benefit of the Secured Parties, you at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors Guarantor (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the GuarantorsGuarantor, the Guarantors agree Guarantor agrees not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies Company may have, and, further, the Guarantors agree Guarantor agrees not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the GuarantorsGuarantor, or for any loss of contribution from any other Guarantorguarantor. Each Furthermore, in any litigation based on the Guaranty in which you and the Guarantor shall be adverse parties, the Guarantor hereby waives trial by jury and waive the right to interpose any defense based upon any Statute of Limitations or any claim of laches and waive the performance of each and every condition precedent to which the Guarantor might otherwise be entitled by law. The Guarantor hereby consents to the in personam jurisdiction of the Guarantors representscourts of the State of New York. In the event that you bring any action or suit in any court of record of New York State or the Federal Government to enforce any or all liabilities of the Guarantor hereunder, warrants and covenants to you, as agent for service of process may be made on the Secured Parties, as an inducement Guarantor by mailing a copy of the summons to the Secured Parties to extend credit or provide financial accommodations to Guarantor at the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companiesaddress below set forth. All sums at any time to the credit of the Guarantors Guarantor and any property of the Guarantors Guarantor on which you, for the benefit of the Secured Parties, you at any time have a lien or security interest, or of which you, as agent for the Secured Parties, you at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors Guarantor to you, as agent for the Secured Parties, you however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors Guarantor shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the CompaniesCompany. Upon the occurrence of any of the following events:

Gentlemen. Reference is made to that certain Loan and Security In connection with the above-referred Agreement, dated July we hereby certify, under penalties of perjury, that the undersigned [is managed and controlled from and incorporated under the laws of the United Kingdom] [is making all of its loans to the U.K. Borrower through a lending branch or lending office located within the United Kingdom]. [Name of Lender] By:_____________________ Title:___________________ 148 Exhibit H-1 to the Credit Agreement [Form of Supplemental Guarantee] SUPPLEMENT NO. dated as of , to the Amended, Consolidated and Restated Guarantee dated as of June 1, 1993 (as amended and supplemented through the date hereof, the "Guarantee"), by AMERICAN STANDARD COMPANIES INC. (formerly known as ASI Holding Corporation), AMERICAN STANDARD INC. ("ASI") and certain Subsidiaries of ASI (collectively the "Guarantors") in favor of THE CHASE MANHATTAN BANK, as collateral agent (Chemical Bank or its successor, The Chase Manhattan Bank, the "Collateral Agent") and the other Guaranteed Creditors, as defined therein. Except as otherwise defined herein, terms used herein and defined in the Guarantee and the 1997 Credit Agreement (as defined below) shall be used herein as so defined. The Guarantors entered into the Guarantee in order to induce the Lenders to extend credit under the Amended and Restated Credit Agreement dated as of January 31, 1997 (as may be amended, supplemented or otherwise modified or supplemented from time to time, the "1997 Credit Agreement"; capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement)) with certain lending institutions, between the Lenders listed in the Agreement (Senior Managing Agents, Managing Agents, Documentation Agent and any amendments or supplements thereto) Co-Syndication Agents named therein, and youThe Chase Manhattan Bank, as Lender and agent for the Lenders (you and the Lenders sometimes referred to herein as, the "Secured Parties")Administrative Agent, and the CompaniesSwap Providers to enter into Swap Agreements. Each The Guarantee envisages that additional Subsidiaries may become Guarantors under the Guarantee by execution and delivery of an instrument in the form of this Supplement. Pursuant to Section 5.11 of the undersigned (herein each a "Guarantor" and collectively the "Guarantors") hereby unconditionally jointly and severally guarantees and agrees to be liable for the prompt, full and indefeasible payment and performance when due of all now existing and future indebtedness, obligations or liabilities of the Companies to the Secured Parties, howsoever arising, whether direct or indirect, absolute or contingent, secured or unsecured, whether arising under the 1997 Credit Agreement, the Note or the other documents executed and delivered in connection with the Agreement, as now written or as amended or supplemented hereafter, or by operation of law or otherwise, including, without limitation, all Secured Obligations of the Companies to the Secured Parties. Furthermore each of the Guarantors agrees to pay to you, as agent for the Secured Parties, on demand the amount of all expenses undersigned Subsidiary (including reasonable attorney's fees) incurred by you or any of the Secured Parties in collecting or attempting to collect any of the Companies' Obligations to the Secured Parties, whether from the Companies, or from any other obligor, or from the Guarantors, or in realizing upon any collateral; and agrees to pay any interest at the highest lawful rate on all amounts payable to you, as agent for the Secured Parties, or the Secured Parties hereunder, even if such amount cannot be collected from the Companies. (All of the aforementioned obligations, liabilities, expenses and interest are hereinafter collectively called the "Guaranteed ObligationsNew Guarantor")) is required to become a Guarantor under the Guarantee. To The New Guarantor desires to become a Guarantor under the extent you receive payment, for the benefit of the Secured Parties, on account of Guarantee in order to induce the Guaranteed Obligations, which payment is thereafter set aside or required Creditors to be repaid by you or the Secured Parties in whole or in part, then, to the extent of any sum not finally retained by you or the Secured Parties (regardless of whether such sum is recovered from you or the Secured Parties by the Companies, its trustee, or any other party acting for, on behalf of or through the Companies or its representative), the Guarantors' obligation to you, as agent for the Secured Parties, and the Secured Parties under this Guaranty, as amended, modified or supplemented, shall remain in full force and effect (or be reinstated) until the Guarantors have made payment in full to you, for the benefit of the Secured Parties, therefor, which payment shall be due upon demand. This Guaranty is executed as an inducement to the Secured Parties to make loans or advances to the Companies or otherwise continue to extend credit or financial accommodations to under the Companies, 1997 Credit Agreement or to enter into or continue a financing arrangement with Swap Agreements, as the Companiescase may be, and is executed in as consideration of the Secured Parties doing or having done any of the foregoingtherefor. Each of the Guarantors agrees that any of the foregoing shall be done or extended by the Secured Parties, in their sole discretion, and shall be deemed to have been done or extended by the Secured Parties in consideration of and in reliance upon the execution of this Guaranty, but that nothing herein shall obligate the Secured Parties, to do any of the foregoing. Notice of acceptance of this GuarantyAccordingly, the making of loans or advances, or Collateral Agent and the extension of credit under the Agreement, the amendment, execution or termination of the Agreement or any other agreements in connection therewith, and presentment, demand, protest, notice of protest, notice of non-payment and all other notices to which the Guarantors may be entitled (whether under this Guaranty or the Agreement), and your reliance on this Guaranty are hereby waived. Each of the Guarantors (a) waives notice of (i) changes in terms or extensions of the time of payment, (ii) the taking and releasing of collateral or guarantees (including the release of any of the Guarantors) and (iii) the settlement, compromise or release of any Guaranteed Obligations, and agrees that, New Guarantor agree as to each of the Guarantors, the amount of the Guaranteed Obligations shall not be diminished by any any of the foregoing; (b) waives any necessity, whether substantive or procedural, that judgment previously be rendered against the Companies or any other person or that the Companies or any person be joined in such cause, or that separate action be brought against the Companies or any other person; (c) waives any right to assert in any action or proceeding on this Guaranty any offsets, counterclaims or defenses (except payment) including, without limitation, defenses of Statute of Limitations and laches; (d) waives the performance of each and every condition precedent to which the Guarantors might otherwise be entitled by law; and (e) waives each and every right to which it may be entitled by virtue of applicable suretyship law to the full extent that such a law permits or does not forbid such waiver You shall not be required to mitigate damages or take any other action to reduce, collect or enforce the obligations or any Collateral therefore. Each of the Guarantors agrees that neither you, as agent for the Secured Parties, nor the Secured Parties need attempt to collect any Guaranteed Obligations from the other Guarantors or any other obligor or to realize upon any collateral, but may require the Guarantors to make immediate payment of Guaranteed Obligations to you when due or at any time thereafter. Neither you nor the Secured Parties shall be liable for failure to collect Guaranteed Obligations or to realize upon any collateral or security therefor, or any part thereof, or for any delay in so doing, nor shall you or any of the Secured Parties be under any obligation to take any action whatsoever with regard thereto. This Guaranty is absolute, unconditional and continuing, regardless of the validity, regularity or enforceability of any of the Guaranteed Obligations or the fact that a security interest or lien in any collateral or security therefor may not be enforceable by you, for the benefit of the Secured Parties, or may otherwise be subject to equities or defenses or prior claims in favor of others or may be invalid or defective in any way and for any reason, including any action, or failure to act, on your part. The liability of the Guarantors under this Guaranty shall be unaffected by the death of any of the Guarantors. Payment by the Guarantors shall be made to you, for the benefit of the Secured Parties, at your office from time to time on demand as Guaranteed Obligations become due, and one or more successive or concurrent actions may be brought hereon against the Guarantors (or any one or more of them) either in the same action or in separate actions. In the event any claim or action, or action on any judgment, based on this Guaranty, is made or brought against the Guarantors, the Guarantors agree not to assert against you or any of the Secured Parties any set-off or counterclaim which the Companies may have, and, further, the Guarantors agree not to deduct, set-off, or seek to counterclaim for or recoup, any amounts which are or may be owed by you or any of the Secured Parties to the Guarantors, or for any loss of contribution from any other Guarantor. Each of the Guarantors represents, warrants and covenants to you, as agent for the Secured Parties, as an inducement to the Secured Parties to extend credit or provide financial accommodations to the Companies or on the Companies' behalf (i) that as of the date of this Guaranty, the fair saleable value of each of the Guarantor's assets exceeds its respective liabilities; (ii) that each Guarantor is meeting current liabilities as they mature; (iii) that the financial statements of each Guarantor furnished to you are true and correct and include in the footnotes thereto all contingent liabilities of each Guarantor and since the date of said financial statements there has been no material or adverse change in the financial condition, business, operations, assets or prospects of any of the Guarantors; (iv) that there are not now pending any material court or administrative proceedings or undischarged judgments against any of the Guarantors and no federal or state tax liens have been filed or threatened against any of the Guarantors nor is any Guarantor in default or claimed default under any agreement for borrowed money; (v) that each of the Guarantors shall immediately give you written notice of any material adverse change in its financial condition, including but not limited to a litigation commenced, tax liens filed, defaults claimed under its indebtedness for borrowed money or bankruptcy proceedings, that is by or against any Guarantor; (vi) that each of the Guarantors shall at such reasonable times as you request furnish its current financial statements to you and permit you or your representatives to inspect any and all of the Guarantors' offices each of the Guarantors' financial records and properties and make extracts therefrom in order to evaluate the financial condition of each Guarantor; (vii) that none of the Guarantors shall (A) mortgage, assign, pledge, transfer or otherwise permit any lien, charge, security interest, encumbrance or judgment to exist on any of its assets or goods, whether real or personal or mixed, whether now owned or hereafter acquired; (B) incur or create any Indebtedness; (C) assume, guarantee, endorse, or otherwise become liable upon the obligations of any person, firm, entity or corporation, (D) make any advance or loan to or any investment in any firm, entity, person, corporation or joint venture; (E) without your prior written consent, will not contract for, purchase, make expenditures for, lease pursuant to a Lease or otherwise incur obligations with respect to Capital Expenditures; and (viii) that this Guaranty has been duly authorized, executed and delivered by each Guarantor and constitutes the legal, valid and binding obligation of each Guarantor enforceable in accordance with its terms and does not and will not violate or conflict with the Certificate of Incorporation, By-Laws, any agreement by which the Guarantors are bound or any rule of law, regulation or judgment to which any of the Guarantors is subject, nor is any consent or approval, which has not been received, required in connection with the execution, delivery, performance, validity or enforceability of this Guaranty. Each of the Guarantors represents and warrants that it has derived or expects to derive a financial or other benefit commensurate with the liability incurred by each of the Guarantors hereunder, from the obligations incurred and to be incurred by the Companies. All sums at any time to the credit of the Guarantors and any property of the Guarantors on which you, for the benefit of the Secured Parties, at any time have a lien or security interest, or of which you, as agent for the Secured Parties, at any time have possession, shall secure payment and performance of all Guaranteed Obligations and any and all other obligations of the Guarantors to you, as agent for the Secured Parties, however arising. Each of the Guarantors agrees that if any notification of intended disposition of collateral or of any other act by you is required by law and if a specific time period is not stated therein, such notification, if mailed by first class mail at least five days before such disposition or act, postage pre-paid, addressed to the Guarantors at the address set forth for the Companies in the Agreement or at any other address of the Guarantors appearing on your records, shall be deemed reasonably and properly given. The Guarantors shall have no right of subrogation, indemnification or recourse to any Guaranteed Obligations or collateral or guarantees therefor, or to any assets of the Companies. Upon the occurrence of any of the following eventsfollows: