AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.5.1

AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of December 9, 2005, by and among GLOBAL WATER RESOURCES, LLC, a Delaware limited liability company (“Global Resources”), GLOBAL WATER MANAGEMENT, LLC, a Delaware limited liability company (“Global Management”), GLOBAL WATER RESOURCES, INC., a Delaware corporation (“Global, Inc.”) (Global Resources, Global Management and Global, Inc. are individually and collectively, the “Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

RECITALS

RECITALS

          A. Bank extended to Borrower a revolving line of credit (“ Revolving Loan ”) in the maximum principal amount of Ten Million and No/100 Dollars ($10,000,000.00) pursuant to that certain Credit Agreement, dated July 7, 2005 (the “ Original Credit Agreement ”), and evidenced by that certain $10,000,000.00 Revolving Line of Credit Note, dated July 7, 2005 (the “ Original Line of Credit Note ”). The outstanding principal balance of the Revolving Loan as of the date hereof is $9,000,000.00.

          B. Bank extended to Borrower credit on a term basis (“ Term Loan ”) in the principal amount of Five Million and No/100 Dollars ($5,000,000.00) pursuant to the Original Credit Agreement, and evidenced by that certain $5,000,000.00 Term Note, dated July 7, 2005 (the “ Term Note ”). The outstanding principal balance of the Term Loan as of the date hereof is $5,000,000.00.

          C. The Revolving Loan and the Term Loan are secured by the collateral as more particularly referenced in Section 1.4 of the Original Credit Agreement.

          D. Borrower has requested, inter alia, that Bank (i) increase the maximum amount of the Revolving Loan to Thirty-Five Million and No/100 Dollars ($35,000,000.00), a portion of which shall be used to repay the Term Loan in full and (ii) otherwise modify the Loan pursuant to this Agreement.

          E. Lender is willing to so modify the Loan and the Loan Documents, and amend and restate the Original Loan Agreement subject to the terms and conditions herein.

     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree as follows:

ARTICLE I
CREDIT TERMS

     SECTION 1.1. LINE OF CREDIT.

     (a)  Line of Credit . Subject to the terms and conditions of this Agreement, Bank hereby agrees to make advances to Borrower from time to time up to and including December 9, 2007 (the “Maturity Date”), not to exceed at any time the aggregate principal amount of

Thirty-Five Million Dollars ($35,000,000.00) (“Line of Credit”), the proceeds of which shall be used to refinance existing debt (including, but not limited to, the Term Loan), working capital purposes and for the acquisition of utility companies. Borrower’s obligation to repay advances under the Line of Credit shall be evidenced by an amended and restated promissory note dated as of December 9, 2005 (“Line of Credit Note”), all terms of which are incorporated herein by this reference, which Line of Credit Note shall amend and restate the Original Line of Credit Note.

     (b)  Limitation on Borrowings Prior to December 31 , 2006. Prior to December 31, 2006, outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of five (5) times Annualized Recurring EBITDA (as defined in Section 4.9(b)) (the “Maximum Amount”) as determined accordance with the Borrowing Base Certificate attached hereto as Exhibit A, the terms of which are herein incorporated by this reference. If at any time the aggregate outstanding principal balance of the Line of Credit exceeds the Maximum Amount (the “Excess Borrowings”), Borrower shall pay to Bank the amount of any Excess Borrowings within 10 days of Borrower’s receipt of notice thereof.

     (c)  Limitation on Borrowings On and After December 31, 2006 . On and after December 31, 2006, outstanding borrowings under the Line of Credit, to a maximum of the principal amount set forth above, shall not at any time exceed an aggregate of four (4) times Annualized Recurring EBITDA (as defined in Section 4.9(b)) (the “Maximum Amount”) as determined in accordance with the Borrowing Base Certificate attached hereto as Exhibit A, the terms of which are herein incorporated by this reference. If at any time the aggregate outstanding principal balance of the Line of Credit exceed the Maximum Amount (the “Excess Borrowings”), Borrower shall pay to Bank the amount of any Excess Borrowings within 10 days of Borrower’s receipt of notice thereof.

     (d)  Letter of Credit Subfeature . As a subfeature under the Line of Credit, Bank agrees from time to time during the term thereof to issue or cause an affiliate to issue standby letters of credit for the account of Borrower (each, a “Letter of Credit” and collectively, “Letters of Credit”); provided however, that the aggregate undrawn amount of all outstanding Letters of Credit shall not at any time exceed Five Million Dollars ($5,000,000.00). The form and substance of each Letter of Credit shall be subject to approval by Bank, in its sole discretion. No Letter of Credit shall have an expiration date subsequent to the Maturity Date of the Line of Credit. The undrawn amount of all Letters of Credit shall be reserved under the Line of Credit and shall not be available for borrowings thereunder. Each Letter of Credit shall be subject to the additional terms and conditions of the Letter of Credit agreements, applications and any related documents required by Bank in connection with the issuance thereof. Each drawing paid under a Letter of Credit shall be deemed an advance under the Line of Credit and shall be repaid by Borrower in accordance with the terms and conditions of this Agreement applicable to such advances; provided however, that if advances under the Line of Credit are not available, for any reason, at the time any drawing is paid, then Borrower shall immediately pay to Bank the full amount drawn, together with interest thereon from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest applicable to advances under the Line of Credit. In such event Borrower agrees that Bank, in its sole discretion, may debit any account maintained by Borrower with Bank for the amount of any such drawing.

     (e)  Borrowing and Repayment . Borrower may from time to time during the term of the Line of Credit borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions contained herein or in the Line of Credit

Note; provided however, that the total outstanding borrowings under the Line of Credit shall not at any time exceed the maximum principal amount available thereunder, as set forth above.

     SECTION 1.2. INTEREST/FEES.

     (a)  Interest . The outstanding principal balance of each credit subject hereto shall bear interest, and the amount of each drawing paid under any Letter of Credit shall bear interest from the date such drawing is paid to the date such amount is fully repaid by Borrower, at the rate of interest set forth in each promissory note or other instrument or document executed in connection therewith.

     (b)  Unused Commitment Fee . Borrower shall pay to Bank a fee equal to .125% per annum (computed on the basis of a 360-day year, actual days elapsed) on the average daily unused amount of the Line of Credit, which fee shall be calculated on a quarterly basis by Bank and shall be due and payable by Borrower in arrears within 5 days after each billing is sent by Bank.

     (c)  Letter of Credit Fees . Borrower shall pay to Bank (i) fees upon the issuance of each Letter of Credit equal to one percent (1.00%) per annum (computed on the basis of a 360-day year, actual days elapsed) of the face amount thereof, and (ii) fees upon the payment or negotiation of each drawing under any Letter of Credit and fees upon the occurrence of any other activity with respect to any Letter of Credit (including without limitation, the transfer, amendment or cancellation of any Letter of Credit) determined in accordance with Bank’s standard fees and charges then in effect for such activity.

     SECTION 1.3. COLLATERAL.

     As security for all indebtedness of Borrower to Bank subject hereto, Global Resources hereby grants to Bank a security interests of first priority in the membership interests of Santa Cruz Water Company, LLC (“Santa. Cruz”) and Palo Verde Utility Company, LLC (“Palo Verde”), the common stock of Global Inc., and all of Global Resources’ accounts, other rights to payment, general intangibles, inventory and equipment.

     As security for all indebtedness of Borrower to Bank subject hereto, Global Resources shall cause Levine Investments Limited Partnership, Trevor Hill, Leo Commandeur, Dan Cracchiolo, Graham Symmonds, Cindy Liles and Andrew Cohn to grant to Bank a security interest of first priority in all of the membership interest of Global Resources.

     As security for all indebtedness of Borrower to Bank subject hereto, Global Management hereby grants to Bank a security interest of first priority in all of the accounts, other rights to payment, general intangibles, inventory and equipment of Global Management.

     As security for all indebtedness of Borrower to Bank subject hereto, Global Management shall cause Levine Investments Limited Partnership, Trevor Hill, Leo Commandeur, Dan Cracchiolo, Graham Symmonds, Cindy Liles and Andrew Cohn to grant to Bank a security interest of first priority in all of the membership interest of Global Management.

     As security for all indebtedness of Borrower to Bank subject hereto, Global, Inc. hereby grants to Bank a security interest of first priority in all of the accounts, other rights to payment, general intangibles, inventory and equipment of Global, Inc., and a first priority security interest

in all of the common stock of Cave Creek Water Co. (“Cave Creek”), Pacer Equities Co. (“Pacer”) and Hassayampa Utility Company, Inc. (“Hassayampa”).

     All of the foregoing shall be evidenced by and subject to the terms of such security agreements, financing statements, deeds of trust and other documents as Bank shall reasonably require, all in form and substance satisfactory to Bank. Borrower shall reimburse Bank immediately upon demand for all costs and expenses incurred by Bank in connection with any of the foregoing security, including without limitation, filing and recording fees and costs of appraisals and collateral audits.

     In addition to the above, at such time as Borrower or any affiliate of Borrower acquires, forms or otherwise comes into ownership of a controlling interest in public utility companies not otherwise referenced in this Agreement (each, a “New Company”), Borrower shall promptly execute such assignment documents (in form substantially similar to those executed in connection with this Agreement) pledging the member interest, shareholder interest or partner interest, as applicable, in such New Company to Bank as additional collateral for the Loan and to perform such other and further acts and execute and deliver any and all such other and further instruments as may be required or reasonably requested by Bank to establish, maintain and protect the respective rights and remedies of Bank with respect to such New Company.

     SECTION 1.4. GUARANTIES.

     (a)  Guarantees . All indebtedness of Borrower to Bank hereunder shall be guaranteed jointly and severally by (i) William S. Levine (the “Levine Guaranty”) and (ii) Levine Investments Limited Partnership (“Levine Investments”), as evidenced by and subject to the terms of guaranties in form and substance satisfactory to Bank.

     (b) Bank agrees to provide each of the guarantors hereunder with notice of any event of default of Borrower hereunder, with such notice to be sent to the address provided for William S. Levine as set forth in Section 7.2 hereof.

ARTICLE II
REPRESENTATIONS AND WARRANTIES

     Borrower makes the following representations and warranties to Bank, which representations and warranties shall survive the execution of this Agreement and shall continue in full force and effect until the full and final payment, and satisfaction and discharge, of all obligations of Borrower to Bank subject to this Agreement.

     SECTION 2.1. LEGAL STATUS GLOBAL RESOURCES. Global Resources is a limited liability company, duly organized and existing and in good standing under the laws of the State of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Global Resources.

     SECTION 2.2. LEGAL STATUS GLOBAL MANAGEMENT. Global Management is a limited liability company, duly organized and existing and in good standing under the laws of the State of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is

required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Global Management.

     SECTION 2.3. LEGAL STATUS GLOBAL, INC. Global, Inc. is a corporation, duly organized and existing and in good standing under the laws of the State of Delaware, and is qualified or licensed to do business (and is in good standing as a foreign corporation, if applicable) in all jurisdictions in which such qualification or licensing is required or in which the failure to so qualify or to be so licensed could have a material adverse effect on Global, Inc.

     SECTION 2.4. AUTHORIZATION AND VALIDITY. This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the “Loan Documents”) have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

     SECTION 2.5. NO VIOLATION. The execution, delivery and performance by Borrower of each of the Loan Documents do not violate any provision of any law or regulation, or contravene any provision of any Articles of Organization, Operating Agreement, Articles of Incorporation or By-Laws of Borrower, as applicable, or result in any breach of or default under any contract, obligation, indenture or other instrument to which Borrower is a party or by which Borrower may be bound, which could have a material adverse effect.

     SECTION 2.6. LITIGATION. There are no pending, or to the best of Borrower’s knowledge threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency which could have a material adverse effect on the financial condition or operation of Borrower or any subsidiary or affiliate of Borrower, other than that certain pending condemnation case between the Town of Cave Creek, Arizona and Cave Creek Water Company and Pacer Equities Company, case no. CV2005-005882.

     SECTION 2.7. CORRECTNESS OF FINANCIAL STATEMENT. The financial statements of Borrower dated August 31, 2005, true copies of which have been delivered by Borrower to Bank prior to the date hereof, (a) are complete and correct in all material respects and present fairly the financial condition of Borrower, (b) disclose all liabilities of Borrower, that are required to be reflected or reserved against under generally accepted accounting principles, whether liquidated or unliquidated, fixed or contingent, and (c) have been prepared in accordance with generally accepted accounting principles consistently applied. Since the date of such financial statements there has been no material adverse change in the financial condition of Borrower, nor has Borrower mortgaged, pledged, granted a security interest in or otherwise encumbered any of their respective assets or properties except in favor of Bank or as otherwise permitted by Bank in writing.

     SECTION 2.8. INCOME TAX RETURNS. Borrower has no knowledge of any pending assessments or adjustments of income tax payable by Borrower with respect to any year, other than current year’s taxes not yet due and payable.

     SECTION 2.9. NO SUBORDINATION. There is no agreement, indenture, contract or instrument to which Borrower is a party or by which Borrower may be bound that requires the subordination in right of payment of any of Borrower’s obligations subject to this Agreement to any other obligation of Borrower.

     SECTION 2.10. PERMITS, FRANCHISES. Each of Borrower possesses, and will hereafter possess, all material permits, consents, approvals, franchises and licenses required and rights to all trademarks, trade names, patents, and fictitious names, if any, necessary to enable it, to conduct the business in which it is now engaged in compliance with applicable law.

     SECTION 2.11. ERISA. Borrower is in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended or recodified from time to time (“ERISA”); none has violated any provision of any defined employee pension benefit plan (as defined in ERISA) maintained or contributed to by it (each, a “Plan”); no Reportable Event as defined in ERISA has occurred and is continuing with respect to any Plan initiated by such entity, each has met its minimum funding requirements under ERISA with respect to each Plan; and each Plan will be able to fulfill its benefit obligations as they come due in accordance with the Plan documents and under generally accepted accounting principles.

     SECTION 2.12. OTHER OBLIGATIONS. Borrower is not in default on any material obligation for borrowed money, any material purchase money obligation or any other material lease, commitment, contract, instrument or obligation.

     SECTION 2.13. ENVIRONMENTAL MATTERS. Except as disclosed by Borrower to Bank in writing prior to the date hereof, Borrower is in compliance in all material respects with all applicable federal or state environmental, hazardous waste, health and safety statutes, and any rules or regulations adopted pursuant thereto, which govern or affect any of such entity’s operations and/or properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, the Superfund Amendments and Reauthorization Act of 1986, the Federal Resource Conservation and Recovery Act of 1976, and the Federal Toxic Substances Control Act, as any of the same may be amended, modified or supplemented from time to time. To Borrower’s knowledge, none of the operations of Borrower is the subject of any federal or state investigation evaluating whether any remedial action involving a material expenditure is needed to respond to a release of any toxic or hazardous waste or substance into the environment. Borrower does not have a material contingent liability in connection with any release of any toxic or hazardous waste or substance into the environment.

ARTICLE III
CONDITIONS

     SECTION 3.1. CONDITIONS OF INITIAL EXTENSION OF CREDIT. The obligation of Bank to extend any credit contemplated by this Agreement is subject to the fulfillment to Bank’s satisfaction of all of the following conditions:

     (a)  Documentation . Bank shall have received, in form and substance satisfactory to Bank, each of the following, duly executed.

	(i)		This Agreement;
	(ii)		Amended and Restated Revolving Line of Credit Note;
	(iii)		UCC Financing Statements (Borrower);
	(iv)		UCC Financing Statement (William S. Levine, Leo Commandeur, Trevor Hill, Daniel Crachhiolo, Levine Investments, Graham Symmonds, Cindy Liles and Andrew Cohn);

	(v)		Limited Liability Certificate: Borrowing (Global Water Resources, LLC);
	(vi)		Limited Liability Certificate: Borrowing (Global Water Management, LLC)
	(vii)		Corporate Resolution: Borrowing (Global Resources, Inc.);
	(viii)		Amended and Restated Security Agreement (Borrower);
	(ix)		Collateral Assignment of Membership Interest with respect to Global Water Resources, LLC;
	(x)		Collateral Assignment of Membership Interest with respect to Global Water Management, LLC;
	(xi)		Stock Pledge Agreement (with stock power) with respect to Global Water Resources, Inc.;
	(xii)		Stock Pledge Agreement (with stock power) with respect to Cave Creek Water Co.;
	(xiii)		Stock Pledge Agreement (with stock power) with respect to Pacer Equities Co.;
	(xiv)		Stock Pledge Agreement (with stock power) with respect to Hassayampa Utility Company, Inc.;
	(xv)		Collateral Assignment of Membership Interest with respect to Santa Cruz Water Company, LLC and Palo Verde Utility Company, LLC;
	(xvi)		Guaranty: William S. Levine;
	(xvii)		Guaranty: Levine Investments Limited Partnership;
	(xviii)		Partnership Certificate: Levine Investments Limited Partnership: Guaranty Pledge Collateral;
	(xix)		Such other documents as Bank may reasonably require under any other Section of this Agreement.

     (b)  Financial Condition . There shall have been no material adverse change, as determined by Bank, in the financial condition or business of Borrower, nor any material decline, as determined by Bank, in the market value of any collateral required hereunder or a substantial or material portion of the assets of Borrower.

ARTICLE IV
AFFIRMATIVE COVENANTS

     Borrower covenants that so long as Bank remains committed to extend credit to Borrower pursuant hereto, or any liabilities (whether direct or contingent, liquidated or unliquidated) of Borrower to Bank under any of the Loan Documents remain outstanding, and until payment in full of all obligations of Borrower subject hereto, Borrower shall, unless Bank otherwise consents in writing:

     SECTION 4.1. PUNCTUAL PAYMENTS. Punctually pay all principal, interest, fees or other liabilities due under any of the Loan Documents at the times and place and in the manner specified therein.

     SECTION 4.2. ACCOUNTING RECORDS. Maintain adequate books and records in accordance with generally accepted accounting principles consistently applied, and permit any representative of Bank, at any reasonable time, to inspect, audit and examine such books and records, to make copies of the same, and to inspect the properties of Borrower, with such inspection to be at Bank’s sole cost and expense unless such inspection is requested by Bank

following an Event of Default hereunder, upon reasonable prior notice and with Borrower’s supervision.

     SECTION 4.3. FINANCIAL STATEMENTS. Provide to Bank all of the following, in form and detail satisfactory to Bank:

     (a) not later than 120 days after and as of the end of each fiscal year, audited and consolidated and consolidating financial statements of Borrower and its subsidiaries;

     (b) not later than 45 days after and as of the end of each calendar quarter a financial statement of Borrower, prepared by Borrower, to include quarterly consolidated and consolidating financial statements of Borrower and its subsidiaries;

     (c) not later than 120 days after and as of the end of each fiscal year, a financial statement of Levine Investments, prepared by Levine Investments, with such financial statement to include balance sheet and income statement;

     (d) not later than 30 days after filing but in no event later than November 15, of each year, a copy of William S. Levine’s federal income tax return with all schedules, including K-1s attached;

     (e) not later than 120 days after and as of the end of each fiscal year, the personal financial statement of William S. Levine, with such financial statement to include balance sheet and income statement;

     (f) not later than 45 days after and as of the end of each fiscal quarter or at any time there is a material change in Borrower’s cash flow, a borrowing base certificate in the form attached hereto as Exhibit A the terms of which are incorporated herein by this reference;

     (g) contemporaneously with each annual and quarterly financial statement of Borrower required hereby, a certificate of the president or chief financial officer or member of Borrower in the form of Exhibit B attached hereto and incorporated herein by this reference, that said financial statements are accurate and that there exists no Event of Default nor any condition, act or event which with the giving of notice or the passage of time or both would constitute an Event of Default; and

     (h) from time to time such other information as Bank may reasonably request

     SECTION 4.4. COMPLIANCE. Preserve and maintain all licenses, permits, governmental approvals, rights, privileges and franchises necessary for the conduct of its and their business; and comply with the provisions of all documents pursuant to which Borrower is organized and/or which govern Borrower’s continued existence and with the requirements of all laws, rules, regulations and orders of any governmental authority applicable to Borrower and/or its Borrower’s business.

     SECTION 4.5. INSURANCE. Maintain and keep in force insurance of the types and in amounts customarily carried in lines of business similar to that of Borrower, Santa Cruz, Palo Verde, Cave Creek, Pacer and Hassayampa including but not limited to fire, extended coverage, public liability, flood, property damage and workers’ compensation, with all such insurance carried with companies and in amounts satisfactory to Bank, and deliver to Bank from

time to time at Bank’s request schedules setting forth all insurance then in effect. Bank acknowledges that Borrower’s current insurance is satisfactory to Bank.

     SECTION 4.6. FACILITIES. Keep all properties useful or necessary to Borrower’s business in good repair and condition, and from time to time make necessary repairs, renewals and replacements thereto so that such properties shall be fully and efficiently preserved and maintained.

     SECTION 4.7. TAXES AND OTHER LIABILITIES. Pay and discharge when due any and all indebtedness, obligations, assessments and taxes, both real or personal, including without limitation federal and state income taxes and state and local property taxes and assessments, except such (a) as Borrower may in good faith contest or as to which a bona fide dispute may arise, and (b) for which Borrower has made provision, to Bank’s reasonable satisfaction, for eventual payment thereof in the event Borrower is obligated to make such payment.

     SECTION 4.8. LITIGATION. Promptly give notice in writing to Bank of any litigation pending or threatened against Borrower with a claim in excess of $200,000.00.

     SECTION 4.9. FINANCIAL CONDITION. Maintain Borrower’s financial condition, on a consolidated basis (such consolidation, for purposes of these covenants, to include Borrower and its subsidiaries and its subsidiaries, if any), as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein), with compliance determined quarterly, commencing with Borrower’s and Guarantor’s financial statements for the period ending September 30, 2005:

     (a) Net Worth. Net Worth not at any time less than $20,000,000.00, with “Net Worth” defined as total equity.

     (b) Annualized Recurring EBITDA Coverage. Annualized Recurring EBITDA Coverage Ratio as of each fiscal quarter end not less than 1.50 to 1.0, with “Annualized Recurring EBITDA” defined as net profit before tax plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense; provided, however, Bank shall exclude from the foregoing calculation the amount of any “impact fees” and any expenses related thereto, and any cash flows pledged to any entity other than Bank for the fiscal quarter then ended multiplied by four (4). “Annualized Recurring EBITDA Coverage Ratio” defined as Annualized Recurring EBITDA divided by the aggregate of annualized interest expense based on the most recent fiscal quarter plus current maturities of long-term debt. If Borrower acquires a utility company during the term of any credit hereunder, Borrower’s Annualized Recurring EBITDA shall be adjusted to include the Annualized Recurring EBITDA of the acquired entity which shall be subject to adjustment and qualification by Bank.

     (c) Total Senior Funded Debt to Annualized Recurring EBITDA. Total Senior Funded Debt to Annualized Recurring EBITDA not greater than 5.00 to 1.0 at any time prior to December 31, 2006 and 4.0 to 1.0 at any time thereafter. As used herein “Total Senior Funded Debt” defined as the sum of all obligations for borrowed money plus all capital lease obligations of Borrower less subordinated debt, and with Annualized Recurring EBITDA defined in Section 4.9(b).

     SECTION 4.10. NOTICE TO BANK. Promptly (but in no event more than five (5) days after the occurrence of each such event or matter) give written notice to Bank in reasonable

detail of: (a) the occurrence of any Event of Default (as defined in Section 6.1 hereof), or any condition, event or act which with the giving of notice or the passage of time or both would constitute an Event of Default; (b) any change in the name or the organiza