EXECUTION VERSION SENIOR NOTE PURCHASE AGREEMENT

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Exhibit 10.2

EXECUTION VERSION

SENIOR NOTE PURCHASE AGREEMENT

This SENIOR NOTE PURCHASE AGREEMENT (this "Agreement") is made as of

November 9, 2005 by and between Canadian Traffic Network ULC, an Alberta

business corporation (the "Company"), and Metro Networks Communications, Inc., a

Maryland corporation (the "Purchaser").

RECITALS

WHEREAS, the Company desires to issue and sell to the Purchaser, and the

Purchaser has agreed to purchase, pursuant and subject to the terms of this

Agreement, the Company's Senior Secured Note in an aggregate principal amount of

2,000,000 United States Dollars ("USD"), in the form attached hereto as Exhibit

A (the "Senior Note").

WHEREAS, the Company will use the proceeds of the issuance and sale of the

Senior Note to support the working capital needs of the Company's business in

connection with the execution of the Corus Affiliation Agreement (defined in

Section 2.3 below).

WHEREAS, as a condition to the willingness of the Purchaser to purchase the

Senior Note, the Company has granted, or will grant, to the Purchaser a first

priority Lien in all of its existing and hereafter acquired tangible and

intangible assets, except for aviation assets expressly included in the

definition of Excluded Collateral (defined in the Security Agreement) to secure

the Note Obligations.

NOW, THEREFORE, in consideration of the mutual promises, representations,

warranties, covenants and conditions set forth in this Agreement, the parties to

this Agreement mutually agree as follows:

1. DEFINITIONS. Certain capitalized terms are used in this Agreement as

defined in the preamble, recitals and sections of this Agreement. In

addition, certain other capitalized terms are used in this Agreement as

specifically defined in this Section 1 as follows:

"Affiliate" means, with respect to the Company (or any other specified

Person), any other Person which, directly or indirectly, controls or is

controlled by or is under direct or indirect common control with the

Company (or such specified Person).

"Applicable Interest Rate" means a per annum interest rate (on the basis of

a 365-day year) equal to ten percent (10%).

"ATN" means The Australia Traffic Network Pty Limited, an Australian

proprietary company registered under the Corporation Law of New South

Wales, Australia.

"Bankruptcy Code" means Title 11 of the Code, as now or hereafter in

effect, or any successor thereto.

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"Business Day" means any day other than a Saturday, a Sunday or a day on

which commercial banks in New York City are required or authorized to be

closed.

"Capitalized Lease" means any lease which is required to be capitalized on

the balance sheet of the lessee in accordance with GAAP, including

Statement Nos. 13 and 98 of the Financial Accounting Standards Board.

"Capitalized Lease Obligations" means the amount of liability reflecting

the aggregate discounted amount of future payments under all Capitalized

Leases calculated in accordance with GAAP, including Statement Nos. 13 and

98 of the Financial Accounting Standards Board.

"Closing Date" means the date on which the Senior Note is purchased

pursuant to Section 2.2 hereof.

"Code" means the United States Internal Revenue Code of 1986, together with

all rules and regulations promulgated pursuant thereto, as amended from

time to time.

"Collateral" means all collateral on which a Lien is granted or purported

to be granted pursuant to the Security Agreement.

"Control Accounts" means the collateral accounts of the Company maintained

with the Control Banks which shall be subject to the Control Agreements.

"Control Agreements" means the Account Control Agreements among the

Company, each of the Control Banks, respectively, and the Purchaser in form

and substance satisfactory to the Purchaser.

"Control Banks" means Scotia Bank, Bank of Montreal and Fifth Third Bank

and/or any other financial institution determined by mutual agreement of

the Company and the Purchaser.

"Default" means any Event of Default and any event or condition which with

the passage of time, or giving of notice, or both, would become an Event of

Default.

"Default Interest Rate" means a rate equal to the lesser of (x) the

Applicable Interest Rate plus two percent (2%) or (y) the maximum rate

allowed under applicable law.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GAAP" means United States generally accepted accounting principles as in

effect as of December 31, 2004, which are consistent with the principles

promulgated or adopted by the United States Financial Accounting Standards

Board and its predecessor, applied on a consistent basis and in a manner

consistent with the preparation of the Company's financial statements.

"GTC" means Global Traffic Canada, Inc., a Delaware corporation, subsidiary

of GTN and parent of CTN.

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"GTN" means Global Traffic Network, Inc., a Delaware corporation, and

parent of GTC.

"Guaranty Agreement" means the guaranty agreement, dated as of the Closing

Date, by and among GTN, GTC and ATN, as guarantors, and the Purchaser.

"Indebtedness" means, with respect to any Person, all obligations,

contingent or otherwise, which in accordance with GAAP are required to be

classified upon the balance sheet of such specified Person as liabilities,

but in any event including (without duplication) the following:

(a) all obligations of such Person for borrowed money or with respect

to deposits or advances of any kind;

(b) all obligations of such Person evidenced by bonds, debentures,

notes or other similar instruments or upon which interest charges are

customarily paid;

(c) all obligations of such Person for the deferred purchase price of

property or services, except current accounts payable arising in the

ordinary course of business and not overdue beyond such period as is

commercially reasonable for such Person's business;

(d) all obligations of such Person under conditional sale or other

title retention agreements relating to property purchased by such Person

and all Capitalized Lease Obligations;

(e) all payment obligations of such Person with respect to interest

rate or currency protection agreements;

(f) all obligations of such Person as an account party under any

letter of credit or in respect of bankers' acceptances;

(g) all obligations of any third party secured by property or assets

of such Person (regardless of whether or not such Person is liable for

repayment of such obligations);

(h) all guarantees of such Person, including existing guarantees for

lease obligations; and

(i) all reimbursement obligations of such Person under letters of

credit.

"Initial Public Offering" means a registration effected by either the

Company or GTN of its respective stock or other securities under the

Exchange Act in connection with the public offering of such securities

solely for cash (other than a registration relating solely to the sale of

securities to participants in a company stock plan, or a registration on

any form which does not include substantially the same information as would

be required to be included in a registration statement covering the sale of

registrable securities) with aggregate gross proceeds to the Company or

GTN, as applicable, of at least 5,000,000 USD.

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"Investment" means, with respect to any specified Person:

(a) any share of capital stock, partnership or other equity interest,

evidence of Indebtedness or other security issued by any other Person;

(b) any loan, advance or extension of credit to, or contribution to

the capital of, any other Person;

(c) any guarantee of the obligations of any other Person;

(d) any acquisition of all, or any division or similar operating unit

of, the business of any other Person or the assets comprising such

business, division or unit; and

(e) any other similar investment.

The term "Investment" shall not include demand deposits in banks or similar

institutions.

"Legal Requirement" means any present or future requirement imposed upon

the Company or any Subsidiary by any law, statute, rule, regulation,

directive, order, decree or guideline (or any interpretation thereof by

courts or of administrative bodies), be it federal, state, provincial or

local, or domestic or foreign, or by any board, bureau, commission,

governmental or administrative agency, self-regulatory agency, central bank

or monetary authority of the United States of America or any other

jurisdiction in which the Company or any Subsidiary owns property or

conducts its business, or any political subdivision of any of the

foregoing.

"Lien" means, with respect to any specified Person: (a) any lien,

encumbrance, mortgage, pledge, adverse claim, charge or security interest

of any kind upon any property or assets of such specified Person, whether

now owned or hereafter acquired, or upon the income or profits therefrom;

or (b) the sale, assignment, pledge or transfer for security of any

accounts, general intangibles or chattel paper of such specified Person,

with or without recourse.

"Loan Documents" means this Agreement, the Senior Note, the Security

Agreement, the Guaranty Agreement, the Control Agreements and any other

document or instrument relating to the foregoing.

"Material Adverse Change" means any change, event, condition, development

or effect that, individually or in the aggregate, with all other changes,

events, conditions, developments, and effects (i) is or could be reasonably

expected to be materially adverse to the business, operations, assets,

liabilities, results of operations or condition (financial or otherwise),

or prospects of the Company and its Subsidiaries (if any), taken as a

whole, or (ii) would be reasonably expected to prevent consummation of the

Agreement or the issuance and sale of the Senior Note, in each case other

than general economic conditions.

"Maturity Date" means the earlier of: (x) the third anniversary of the

Original Issuance Date; (y) the first anniversary of the closing date of an

Initial Public Offering or (z) such

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earlier date on which said amount shall become due and payable on account

of acceleration by Purchaser according to the terms hereof, the date the

principal amount of the Senior Note shall become due and payable.

"Note Obligations" mean any and all Indebtedness and liabilities of the

Company under the Loan Documents, including, without limitation, the

obligation to pay principal, interest, premiums, if any, expenses, costs,

attorneys' fees and disbursements, indemnities and other amounts payable

thereunder or in connection therewith or related thereto.

"Obligor" means the Company, as an obligor under the Security Agreement.

"Original Issuance Date" means November 9, 2005, the date the Senior Note

is executed and issued.

"Payment Date" means (a) March 31, June 30, September 30 and December 31 of

each year and (b) the Maturity Date.

"Person" means any entity, whether of natural or legal constitution,

including any present or future individual, corporation, partnership, joint

venture, limited liability company, unlimited liability company, trust,

estate, unincorporated organization, government or any agency or political

subdivision thereof, domestic or foreign.

"Restricted Payment" means, with respect to any specified Person:

(a) the declaration or payment of any dividend or distribution on or

in respect of any shares of any class of capital stock of or other equity

interests in such specified Person;

(b) the purchase, redemption or other retirement of any shares of any

class of capital stock of or other equity interest in such specified

Person, or of options, warrants or other rights for the purchase of such

shares, directly, indirectly through a subsidiary or corporate parent or

otherwise (including any such purchase, redemption or other retirement of

any such securities held by employees upon termination of its employment);

(c) loans made by such specified Person to any director, shareholder,

member, partner, Affiliate, officer or employee of such Person; and

(d) all other payments to a holder of any class of capital stock of or

other equity interests or subordinated securities in such specified Person

or an Affiliate of such Person (other than reimbursement of reasonable

out-of-pocket expenses).

"Security Agreement" means the Security Agreement, dated as of the Closing

Date, by and between the Company and the Purchaser.

"Senior Noteholder(s)" means the holder(s) of the Senior Note.

"Subordinated Indebtedness" means Indebtedness incurred or to be incurred

by the Company that is subordinated to the Note Obligations (pursuant to a

subordination

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agreement to be entered into by and among the Company, the Senior

Noteholders and the subordinated creditor) in a manner satisfactory to the

Senior Noteholders and contains terms, including, without limitation,

payment terms, satisfactory to the Senior Noteholders.

"Subsidiary" means any future direct or indirect subsidiary of the Company

(all such entities collectively, "Subsidiaries").

2. AUTHORIZATION AND SALE.

2.1. Purchase and Sale of the Senior Note. Subject to the terms and

conditions of this Agreement and on the basis of the representations

and warranties set forth herein, the Company hereby agrees to sell to

the Purchaser, and by its acceptance hereof, the Purchaser agrees to

purchase from the Company for investment the Senior Note for an

aggregate purchase price of 2,000,000 USD (the "Purchase Price").

2.2. Closing. At the closing of the purchase and sale of the Senior Note

(the "Closing"), against payment of the Purchase Price to the Company

by wire transfer of immediately available funds, the Company will

deliver the Senior Note.

2.3. Use of Proceeds. The proceeds of the sale of the Senior Note shall be

used solely to support the working capital needs of the Company's

business taking into account the execution of the Traffic Network

Affiliation Agreement with Corus Entertainment Inc. (the "Corus

Affiliation Agreement"). When reference is made herein to the business

of the Company and the Subsidiaries, such includes the business after

giving effect to the Corus Affiliation Agreement.

3. TERMS OF THE SENIOR NOTE.

3.1. Interest on the Senior Note.

3.1.1. The Senior Note shall bear interest at a rate equal to the

Applicable Interest Rate on the unpaid principal amount thereof

from and including the Original Issuance Date until the Maturity

Date. Such interest shall accrue and be payable quarterly in

arrears. After and during the continuance of any Event of

Default, the Senior Note shall bear interest at the rate equal to

the Default Interest Rate, including, in the event of a payment

default, on any overdue principal and to the extent permitted by

applicable law, on any overdue amount, including overdue

interest. On each Payment Date, interest on the Senior Note shall

be payable in cash.

3.1.2. Interest on the Senior Note shall be computed on the basis of a

365-day year. In computing such interest, the date of the making

of the Senior Note shall be included and the date of payment

shall be excluded.

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3.2. Payment of Senior Note.

3.2.1. Payment at Maturity of the Senior Note. On the Maturity Date,

the Company will pay in cash the entire principal amount of all

the Senior Note then outstanding, together with all accrued and

unpaid interest thereon.

3.2.2. Voluntary Prepayments. The Senior Note may be prepaid at any

time, and from time to time, at the Company's option, in whole,

and not in part, on 30 days' prior notice to the Senior

Noteholders; provided, that any such voluntary prepayment of the

Senior Note shall include accrued and unpaid interest on the

amount so prepaid, if any, up to but not including the date of

such payment.

3.3. Prepayment Procedure. All payments, including any prepayment (whether

voluntary or mandatory), shall be made by wire transfer or other same

day funds to the accounts designated in writing by the Senior

Noteholders (or such other account or address or to the attention of

such other Person as the recipient party shall have specified by prior

written notice to the sending party).

3.4. Taxes.

3.4.1. If the Company shall be required by law to deduct any taxes,

levies, imposts, deductions, charges or withholdings imposed by

the United States, Canada or Australia or any political

subdivision thereof, excluding taxes imposed or based on the

recipient's overall net income, and franchise or capital taxes

imposed on it in lieu of net income taxes (all such non-excluded

taxes, levies, imposts, deductions, charges, withholdings and

liabilities in respect of payments under the Senior Note,

"Taxes") from or in respect of any sum payable hereunder or under

any Senior Note to any Senior Noteholder, (i) the Company shall

make such deductions and (ii) the Company shall remit the full

amount deducted to the relevant taxation authority or other

authority in accordance with applicable law. Within 30 days after

the date of any payment of Taxes, the Company shall furnish to

such Senior Noteholder the original or certified copy of a

receipt evidencing payment thereof.

3.4.2. In addition, the Company agrees to pay any present or future

stamp or documentary taxes or any other excise or property taxes,

charges or similar levies which arise from any payment made

hereunder or from the execution, delivery or registration of,

performance under, or otherwise with respect to, this Agreement

or the Senior Note.

3.4.3. Each Senior Noteholder organized under the laws of a

jurisdiction outside the United States and/or Canada, prior to

its receipt of any payment on the Senior Note, shall provide the

Company with (i) the appropriate tax forms under such

jurisdiction certifying that such Senior Noteholder is entitled

to

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benefits under an income tax treaty to which the United States

and/or Canada is a party, which exempts the recipient from United

States and/or Canada withholding tax on payments of interest or

certifying that the income receivable pursuant to this Agreement

is effectively connected with the conduct of a trade or business

in the United States and/or Canada, (ii) Internal Revenue Service

Form W-8 or W-9, as appropriate, or any successor form prescribed

by the Internal Revenue Service or its Canadian equivalent, and

(iii) any other form or certificate required by any taxing

authority (including any certificate required by Sections 871(h)

and 881(c) of the Code), certifying that such Senior Noteholder

is entitled to an exemption from United States and/or Canada

withholding tax on interest payments made pursuant to this

Agreement.

3.4.4. For any period with respect to which a Senior Noteholder has

failed to provide the Company with the appropriate form pursuant

to Section 3.4.3, such Senior Noteholder shall not be entitled to

indemnification under this Section 3.4 with respect to Taxes

imposed by the United States and/or Canada; provided, however,

that should a Senior Noteholder which is otherwise exempt from

Taxes become subject to Taxes because of its failure to deliver a

form required hereunder, the Company shall, at such Senior

Noteholder's expense, take such steps as such Senior Noteholder

shall reasonably request to assist such Senior Noteholder to

recover such Taxes.

3.4.5. Without prejudice to the survival of any other agreement

hereunder, the agreements and obligations contained in this

Section 3.4 shall survive the payment in full of principal and

interest under the Senior Note.

3.5. Manner and Time of Payment.

3.5.1. All payments under the Senior Note of principal, interest,

premiums, expenses, costs and fees hereunder shall be made

without defense, set-off or counterclaim, in same day funds and

delivered to the Senior Noteholders not later than 2:00 p.m. (New

York time) on the date such payment is due, with such payment to

be made in each case, by wire transfer or other same day funds to

such accounts designated in writing by the Senior Noteholders (or

such other account or address or to the attention of such other

Person as the recipient party shall have specified by prior

written notice to the sending party); provided that funds

received by such holders after 2:00 p.m. (New York time) shall be

deemed to have been paid on the next succeeding Business Day.

3.5.2. Whenever any payment to be made hereunder or under the Senior

Note shall be stated to be due on a day which is not a Business

Day, the payment shall be made on the next succeeding Business

Day and such additional period shall be included in the

computation of the payment of interest hereunder or under the

Senior Note.

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4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents and

warrants to the Purchaser as follows:

4.1. Organization and Good Standing. The Company and each Subsidiary is a

company duly organized, validly existing and in good standing under

the laws of the jurisdiction of its organization. The Company and each

Subsidiary (a) has all requisite power and authority to conduct its

business as it is now being conducted and as proposed to be conducted,

and (b) is duly qualified and in good standing as a foreign company in

each jurisdiction where the failure to be so qualified and in good

standing would have a material adverse effect upon its operations or

condition (financial or otherwise). A copy of the certificate of

incorporation and by-laws (or other constituent documents, as

applicable) of the Company and each of its Subsidiaries (collectively,

the "Governing Documents") are attached hereto as Schedule 4.1.

4.2. Authorization. The Company and each Subsidiary has the full entity

power and authority to enter into this Agreement and each other Loan

Document to which it is party and to perform all of its obligations

hereunder and thereunder. The Company and each Subsidiary has duly

authorized by all necessary action, the execution, delivery and

performance of this Agreement and each other Loan Document to which it

is party. The Company and each Subsidiary has duly executed and

delivered this Agreement and each other Loan Document to which it is

party, and each such document constitutes a legal, valid and binding

obligation of the Company and each Subsidiary, as the case may be,

enforceable against the Company and each Subsidiary, in accordance

with their terms, except as such enforceability may be limited by

applicable bankruptcy, insolvency, reorganization, moratorium,

liquidation or similar laws relating to, or affecting generally the

enforcement of, creditors' rights and remedies or by other equitable

principles of general application. No consent, approval, authorization

or order of, declaration by, or filing or registration with, any court

or governmental or regulatory agency or board, foreign or domestic, or

any other Person is or will be required in connection with their

execution and delivery of this Agreement or any other Loan Documents

and their consummation of the transactions contemplated hereby or

thereby.

4.3. Capitalization. Schedule 4.3 set forth the authorized capital of the

Company on the date hereof. After the Closing, the authorized and

issued capital of the Company shall be the same. No Person is entitled

to any preemptive rights or rights of first refusal with respect to

the purchase or sale of any securities by the Company. There are no

outstanding options, warrants or other rights, commitments or

arrangements, written or oral, to which the Company is a party or by

which the Company is bound, to purchase or otherwise acquire any

authorized but unissued securities of the Company or any security

directly or indirectly convertible into or exchangeable or exercisable

for any equity of the Company.

4.4. Valid Issuance of the Senior Note. The Senior Note being purchased by

the Purchaser hereunder, when issued, sold and delivered in accordance

with the

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terms hereof for the Purchase Price, will be duly and validly

authorized and issued and free of restrictions on transfer, other than

restrictions imposed under this Agreement and applicable United States

state or federal securities laws. The Senior Note will be issued in

compliance with all applicable United States and Canadian securities

laws.

4.5. Subsidiaries. The Company has no Subsidiaries and no Investment in any

other Person.

4.6. Security Interest. The Security Agreement when executed and delivered

as contemplated hereunder, will create and grant to the Purchaser a

legal, valid and binding first priority Lien in the Collateral

identified therein. Such Collateral is not subject to any other Liens

whatsoever.

4.7. Absence of Undisclosed Liabilities. The Company has not been engaged

in any business other than as contemplated by this Agreement. Except

as set forth on Schedule 4.7 hereto, the Company has no liabilities or

obligations (whether accrued, absolute, contingent, unliquidated or

otherwise, whether due or to become due) other than liabilities and

obligations that were incurred by the Company in connection with the

transactions contemplated by this Agreement.

4.8. Compliance with Law and Other Instruments. Neither the issuance of the

Senior Note nor the execution and delivery of this Agreement and each

other Loan Document, nor the consummation of the transactions

contemplated hereby or thereby, will (a) conflict with or constitute a

breach or violation of, the Governing Documents, (b) conflict with,

constitute a breach of, constitute a default under, or constitute an

event which, with notice or lapse of time or both would be a breach of

or default under, any agreement, document, indenture, mortgage, deed

of trust or other instrument or undertaking to which the Company or

any Subsidiary or their Affiliates is a party or by which any of its

respective assets or properties are bound, (c) constitute a violation

of any Legal Requirement applicable to the Company or the Subsidiaries

or by which any of its respective assets or properties are bound, (d)

result in the creation or imposition of any Lien upon any asset or

property of the Company (other than the Liens to secure the Note

Obligations), or (e) permit any party to terminate any agreement to

which the Company or any Subsidiary is a party or under which the

Company or any Subsidiary is a beneficiary.

4.9. Litigation. Except as described on Schedule 4.9 hereto, there is no

litigation or governmental proceeding or investigation pending or, to

the best of the Company's knowledge, threatened against or affecting

the Company or any Subsidiary or any of their directors or officers,

that involves the possibility of any judgment or liability which might

materially and adversely affect any of the business, operations,

assets, liabilities, results of operations or condition (financial or

otherwise), or prospects of the Company or any Subsidiary, the

consummation of the transactions contemplated hereby or the right of

the

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Company to conduct its business as now conducted or as proposed to be

conducted, including after giving effect to the Corus Affiliation

Agreement.

4.10. Registration Rights. Except as described on Schedule 4.10 hereto and

as contemplated herein, the Company has not granted or agreed to grant

to any person or entity any rights (including "piggy-back"

registration rights) to have any securities of the Company registered

with the Securities and Exchange Commission, the Canadian equivalent

thereof or any other governmental entity, foreign or domestic, which

has not been satisfied.

4.11. Permits. The Company and the Subsidiaries possess all franchises,

certificates, licenses, authorizations and permits or similar

authority (the "Permits") necessary to conduct their respective

businesses, and neither the Company nor any Subsidiary has received

any notice of proceedings relating to the revocation or modification

of any such Permit or is in default in any material respect under any

such Permit.

4.12. Insurance. Set forth on Schedule 4.12 is a complete and correct list

of the insurance policies of the Company and the Subsidiaries in

effect on the date hereof. The Company and the Subsidiaries have valid

and effective insurance policies issued in favor of the Company and

the Subsidiaries with financially sound and reputable companies and in

such types and amounts and covering such risks as are consistent with

customary practices and standards of companies engaged in business and

operations substantially similar to the Company and the Subsidiaries.

4.13. Business Plan. The Company has prepared the business plan, dated as

of July 13, 2005, a copy of which was previously delivered to

Purchaser and is attached hereto as Schedule 4.13, in good faith,

based on facts believed by the Company to be accurate and based on

certain assumptions believed by the Company to be reasonable.

4.14. GTC. GTC is a holding company and does not conduct any business or

hold any assets, other than its ownership in CTN.

4.15. Disclosure. Neither this Agreement, nor any other Loan Document, nor

any other material furnished by or on behalf of the Company or any

Subsidiary to the Purchaser in connection with this Agreement or any

other Loan Document and the transactions contemplated hereby and

thereby, contains any untrue statement of any material fact, or omits

to state any material fact that is necessary in order to make the

statements contained herein or therein, in light of the circumstances

under which they were made, complete and not misleading.

5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The Purchaser represents

and warrants to the Company as follows:

5.1. Organization; Legal Capacity; Due Authorization. The Purchaser is a

company duly incorporated, validly existing and in good standing under

the laws of the

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State of Maryland and has full corporate power and authority to

execute and deliver this Agreement and each other Loan Document to

which it is a party and to perform its obligations hereunder and

thereunder. This Agreement and each other Loan Document has been duly

authorized by all necessary action and has been executed and delivered

by the Purchaser and is the legal, valid and binding obligation of the

Purchaser enforceable against it in accordance with the terms hereof,

except as such enforceability may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium, liquidation or similar laws

relating to, or affecting generally the enforcement of, creditors'

rights and remedies or by other equitable principles of general

application.

5.2. No Consents. No consent, approval, authorization or order of,

declaration by, or filing or registration with, any court or

governmental or regulatory agency or board, foreign or domestic, or

any other Person is or will be required in connection with its

execution and delivery of this Agreement or any other Loan Documents

and its consummation of the transactions contemplated hereby or

thereby.

5.3. Restrictions on Transfer. The Purchaser has been advised that the

Senior Note has not been registered under the Securities Act of 1933,

as amended (the "Securities Act"); or any state securities laws in the

United States and, therefore, cannot be resold unless registered under

the Securities Act and/or applicable state securities laws or unless

an exemption from such registration requirements is available.

6. CONDITIONS OF CLOSING. The obligation of the Purchaser to purchase the

Senior Note at the Closing is subject to the satisfaction at or prior to

the Closing of the following conditions:

6.1. Representations and Warranties. The representations and warranties of

the Company contained in Section 4 shall be true and correct on and as

of the date hereof and on as of the Closing Date with the same effect

as though such representations and warranties had been made on and as

of the Closing Date.

6.2. Performance. The Company shall have performed and complied with all

agreements, obligations and conditions contained in this Agreement

that are required to be performed or complied with by it at or prior

to the Closing.

6.3. Compliance Certificate. The Company shall deliver to the Purchaser at

the Closing a certificate dated the Closing Date and signed by the

President of the Company certifying that (a) the conditions specified

in Sections 6.1 and 6.2 have been satisfied and (b) no Default shall

exist on the Closing Date prior to or immediately after giving effect

to the sale of Senior Note.

6.4. Approvals. All authorizations, consents, waivers, approvals or permits

of, notice to, or filings or registrations with, any Person or any

governmental authority or regulatory body of the United States, Canada

or of any state or province thereof

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that are required in connection with the lawful issuance and sale of

the Senior Note to the Purchaser pursuant to this Agreement (other

than those which are not required to be obtained before the Closing)

shall have been duly obtained and shall be effective on and as of the

Closing Date.

6.5. Related Agreements. The Company and the other parties thereto (other

than the Purchaser), as applicable, shall have duly authorized,

executed and delivered the Loan Documents, in each case in form and

substance satisfactory to the Purchaser.

6.6. No Injunction. No statute, rule, regulation, executive order, decree,

ruling or injunction shall have been enacted, entered, promulgated or

endorsed by any governmental authority or regulatory body of competent

jurisdiction which prohibits the consummation of any of the

transactions contemplated by the Loan Documents or otherwise relating

to the issuance and sale of the Senior Note.

6.7. Litigation; Proceedings. Other than that disclosed on Schedule 4.9, no

litigation, governmental proceeding or investigation shall have been

instituted or threatened against the Company which could reasonably be

expected to result in, individually or in the aggregate, a Material

Adverse Change