SECOND RESTRUCTURING AGREEMENT AND AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT

SECOND RESTRUCTURING AGREEMENT AND

AMENDMENT NO. 6 TO NOTE PURCHASE AGREEMENT

Second Restructuring Agreement and Amendment No. 6 to Note Purchase

Agreement, dated as of November 6, 2007 (this "AMENDMENT"), by and between

GenuTec Business Solutions, Inc., a Delaware corporation (the "COMPANY"),

Technology Investment Capital Corp., a Maryland corporation, as Purchaser

("TICC") and Collateral Agent (the "COLLATERAL AGENT") (TICC and its successors,

assigns and transferees are sometimes referred to herein collectively as the

"PURCHASERS"), and SeaView Mezzanine Fund LP, a Delaware limited partnership

("SEAVIEW"). Capitalized terms used herein without definition shall have the

respective meanings ascribed to them in the Note Purchase Agreement.

R E C I T A L S

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A. Pursuant to the Note Purchase Agreement dated as of September 16, 2005

among the Company, the Collateral Agent, the Purchasers and SeaView, as amended

by Amendment No. 1 thereto dated as of October 24, 2005, Amendment No. 2 thereto

dated as of July 21, 2006, Amendment No. 3 thereto dated as of September 29,

2006, the Restructuring Agreement and Amendment No. 4 dated as of February 27,

2007, and Amendment No. 5 thereto dated as of June 28, 2007 (as so amended, and

as from time to time hereafter further amended, modified or restated in

accordance with the terms thereof, the "NOTE PURCHASE AGREEMENT"), the Company

has issued and sold to TICC and SeaView its Senior Secured Notes Due 2010 in the

aggregate principal amount of $22,000,000, of which the Existing TICC Note and

the Additional Notes, in the aggregate principal amount of $17,000,000 (plus

accrued PIK Interest), remain outstanding (collectively, the "TICC NOTES").

B. Numerous Events of Default have occurred and are continuing, including

without limitation the failure to meet the requirements of the financial

covenants set forth in Sections 11.1, 11.2, 11.3, 11.4 and 11.5 of the Note

Purchase Agreement (collectively, the "EXISTING DEFAULTS").

C. The Company has requested that TICC waive the Existing Defaults and

engage in a restructuring of the debt and equity securities of the Company as

set forth in this Amendment (the "SECOND RESTRUCTURING"), which shall include,

among other things, (i) the cancellation of $13,500,000 of the principal amount

of the TICC Notes and unpaid interest (including, without limitation, PIK

Interest) in the amount of $1,739,437 accrued on the TICC Notes to the Second

Restructuring Date (as hereinafter defined), in exchange for issuance to TICC of

152,394 shares of a new series of convertible preferred stock of the Company, to

be designated the Series C Convertible Preferred Stock, par value $.0001 per

share, (ii) agreement by TICC to waive the accrual and payment of all interest

due on the remaining principal of the TICC Notes from the Second Restructuring

Date until the second anniversary thereof, (iii) certain other amendments to the

terms, provisions and conditions of the Note Purchase Agreement, all as

hereinafter provided, and (iv) the issuance by the Company to SeaView of 51,508

shares of a new series of convertible preferred stock of the Company, to be

designated the Series D Convertible Preferred Stock, par value $.0001 per share,

in exchange for the cancellation and retirement of all shares of Series B

Convertible Preferred Stock of the Company now held by SeaView. In consideration

of the Company's agreement to effectuate the Second Restructuring, subject to

certain conditions, TICC has agreed to waive the Existing Defaults and to

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perform its obligations with respect to the Restructuring, all as more fully set

forth in this Amendment.

NOW, THEREFORE, in consideration of the terms and conditions contained

herein and of other good and valuable consideration the receipt and sufficiency

of which are hereby acknowledged, the parties hereto agree as follows:

1. AMENDMENTS TO SECTION 1.1 OF THE NOTE PURCHASE AGREEMENT.

(a) Section 1.1 of the Note Purchase Agreement is hereby amended by

adding thereto the following new definitions in the appropriate alphabetical

order:

""PAYMENT DATE" has the meaning specified in Section 2.1(b)."

""SECOND RESTRUCTURING" means the transactions contemplated by the

Sixth Amendment."

""SECOND RESTRUCTURING DATE" means the date (not later than

November 6, 2007) on which all of the conditions set forth in Section

21 of the Sixth Amendment shall have been satisfied, or waived in

writing by the Purchasers, and the Sixth Amendment shall become

effective in accordance with its terms."

""SIXTH AMENDMENT" means that certain Second Restructuring

Agreement and Amendment No. 6 to Note Purchase Agreement, dated as of

November 6, 2007, among the Company, the Collateral Agent and the

Purchasers."

(b) The definition of the term "APPLICABLE INTEREST RATE" set forth in

Section 1.1 of the Note Purchase Agreement is hereby deleted and the following

new definition of that term is hereby inserted in lieu thereof:

"APPLICABLE INTEREST RATE" means (a) with respect to the period

from and including the Second Restructuring Date to but not including

the second anniversary of such date, the rate of zero percent (0%) per

annum, and (b) with respect to any period on or after the second

anniversary of the Second Restructuring Date, the rate of ten percent

(10%) per annum."

(c) The definition of the term "MATURITY DATE" set forth in Section

1.1 of the Note Purchase Agreement is hereby deleted and the following new

definition of that term is hereby inserted in lieu thereof:

""MATURITY DATE" means October 30, 2014."

2. AMENDMENT TO SECTION 2.1(a) OF THE NOTE PURCHASE AGREEMENT. Section

2.1(a) of the Note Purchase Agreement is hereby amended and restated to read in

full as follows:

"(a) THE NOTES. The Company has duly authorized the issuance and

sale of its Senior Secured Notes in the aggregate principal amount of

$3,500,000 (such Notes, and any other notes of the same tenor from

time to time issued in substitution or exchange for any thereof, being

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herein collectively called the "NOTES" and each individually a

"NOTE"). Each Note shall be duly executed by the Company, shall be

dated the date of issue thereof and shall be substantially in the form

of EXHIBIT A to this Agreement."

3. AMENDMENT TO SECTION 2.1(b) OF THE NOTE PURCHASE AGREEMENT. Section

2.1(b) of the Note Purchase Agreement is hereby amended and restated to read in

full as follows:

"(b) INTEREST. From and after the Second Restructuring Date, each

Note shall bear interest at the Applicable Interest Rate, payable in

cash (i) monthly in arrears on the last Business Day of each month

(each a "PAYMENT DATE"), (ii) upon each optional or mandatory

prepayment of any or all of the principal amount thereof (with respect

to the principal amount so prepaid), and (iii) at maturity (whether at

stated maturity, or by acceleration or otherwise)."

4. AMENDMENT TO SECTION 3.1(a) OF THE NOTE PURCHASE AGREEMENT. Section

3.1(a) of the Note Purchase Agreement is hereby amended and restated to read in

full as follows:

"(a) The principal amount of the Notes shall be paid in equal

monthly installments, each in the amount of $58,333.33, on each

Payment Date commencing with the Payment Date occurring on the last

Business Day of November, 2009. Optional prepayments of the principal

amount of the Notes made pursuant to Section 3.2 and mandatory

prepayments of the principal amount of the Notes made pursuant to

Section 3.1(b) shall be applied to the scheduled payments of principal

due under this Section 3.1(a) in the inverse order of the maturity

thereof. The entire remaining unpaid principal amount of the Notes (if

any) shall be paid in full on the Maturity Date, together with all

unpaid accrued interest thereon and all other amounts owing under this

Agreement, the Notes or the other Note Documents."

5. AMENDMENT TO SECTION 3.1(b) OF THE NOTE PURCHASE AGREEMENT. Section

3.1(b) of the Note Purchase Agreement is hereby amended by deleting the word

"or" occurring at the end of clause (iii) thereof, adding the word "or" at the

end of clause (iv) thereof, and adding a new clause (v) immediately following

clause (iv) thereof, as follows:

"(v) the receipt of any amount in payment of, or by execution upon

assets in connection with, any final judgment in favor of the Company

or any Subsidiary of the Company in any litigation commenced or

prosecuted by the Company or such Subsidiary, or the receipt of any

amount pursuant to or in connection with any settlement of such

litigation,"

6. DELETION OF SECTION 11.2 OF THE NOTE PURCHASE AGREEMENT. Section 11.2

of the Note Purchase Agreement is hereby deleted in its entirety and there is

inserted in lieu thereof the following:

"Section 11.2. [Reserved]"

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7. DELETION OF SECTION 11.3 OF THE NOTE PURCHASE AGREEMENT. Section 11.3

of the Note Purchase Agreement is hereby deleted in its entirety and there is

inserted in lieu thereof the following:

"Section 11.3. [Reserved]"

8. AMENDMENT TO SECTION 11.4 OF THE NOTE PURCHASE AGREEMENT. Section 11.4

of the Note Purchase Agreement is hereby amended and restated in its entirety to

read in full as follows:

"Section 11.4. MAINTENANCE OF MINIMUM CONSOLIDATED EBITDA. As of

the end of each fiscal quarter of the Company commencing with the

fiscal quarter ending December 31, 2009, the Company shall maintain

Consolidated EBITDA of not less than $1,750,000 for the period of four

consecutive fiscal quarters of the Company ending with such respective

fiscal quarter."

9. AMENDMENT TO SECTION 11.5 OF THE NOTE PURCHASE AGREEMENT. Section 11.5

of the Note Purchase Agreement is hereby amended and restated in its entirety

to read in full as follows:

"Section 11.5. MAINTENANCE OF MINIMUM CONSOLIDATED REVENUES. As of

the end of each fiscal quarter of the Company commencing with the

fiscal quarter ending December 31, 2009, the Company shall maintain

Consolidated Revenues of not less than $12,000,000 for the period of

four consecutive fiscal quarters of the Company ending with such

respective fiscal quarter."

10. AMENDMENT TO SECTION 11.6 OF THE NOTE PURCHASE AGREEMENT. Section 11.6

of the Note Purchase Agreement is hereby amended and restated to read in full as

follows:

"Section 11.6. MAINTENANCE OF MINIMUM CASH AMOUNT. The aggregate

amount of Cash on hand (net of any overdrafts on Deposit Accounts) of

the Company and its Subsidiaries as of the close of business on the

last day of any fiscal quarter (commencing with the fiscal quarter

ending December 31, 2009) will not be less than $250,000."

11. AMENDMENT TO FORM OF NOTE. EXHIBIT A to the Note Purchase Agreement is

hereby amended and restated to read in full as set forth in EXHIBIT A to this

Amendment.

12. AMENDMENT TO PLEDGE AND SECURITY AGREEMENT. The Security Agreement is

hereby amended by adding the following to SCHEDULE B thereto:

"All commercial tort claims now or hereafter asserted by or on behalf of

the Company or its predecessor in that certain action entitled GENUTEC

BUSINESS SOLUTIONS, INC. VS. MICHAEL TAUS ET AL., No. 07CC07918, filed in

the Superior Court of the State of California for the County of Orange,

Central Justice Center, or otherwise arising out of or in connection with

the matters asserted by the Company in the complaint filed in such action."

13. EXCHANGE OF NOTES FOR SERIES C PREFERRED STOCK; RESTATEMENT OF

REMAINING NOTES. On or prior to the Second Restructuring Date,

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(a) the Board shall adopt and approve, and shall cause to be filed

with the Secretary of State of the State of Delaware, a Certificate of

Designations in the form attached as Exhibit B-1 to this Amendment (the "SERIES

C CERTIFICATE OF DESIGNATIONS"), and shall take all other action necessary to

create a new series of the Preferred Stock, par value $.0001 per share, of the

Company, which series shall be designated the Series C Convertible Preferred

Stock (the "SERIES C PREFERRED STOCK"), shall consist of 180,000 authorized

shares, and shall have the preferences, limitations and relative rights set

forth in the Series C Certificate of Designations,

(b) the Board shall duly authorize and approve the issuance to TICC of

152,394 shares of Series C Preferred Stock (the "TICC SERIES C SHARES") in

exchange for cancellation of $13,500,000 principal amount of the TICC Notes and

all unpaid interest thereon (including without limitation PIK Interest) accrued

through the Second Restructuring Date,

(c) subject to satisfaction of the conditions set forth in Section 21

of this Amendment, the Company shall issue the TICC Series C Shares to TICC in

exchange for the cancellation of $13,500,000 principal amount of the TICC Notes

and all unpaid interest on the TICC Notes (including without limitation PIK

Interest) accrued through the Second Restructuring Date, it being agreed herein

that the amount of such interest accrued to the Second Restructuring Date is

$1,739,437, and

(d) upon completion of the exchange described in the foregoing

clause (c), the TICC Notes in the remaining principal amount of $3,500,000 shall

be amended and restated in their entirety as a single Note in such principal

amount substantially in the form set forth as EXHIBIT A to this Amendment (the

"AMENDED AND RESTATED NOTE").

14. EXCHANGE OF SHARES OF SERIES B PREFERRED STOCK FOR SHARES OF SERIES D

PREFERRED STOCK. On or prior to the Second Restructuring Date,

(a) the Board shall adopt and approve, and shall cause to be filed

with the Secretary of State of the State of Delaware, a Certificate of

Designations in the form attached as EXHIBIT B-2 to this Amendment (the "SERIES

D CERTIFICATE OF DESIGNATIONS"), and shall take all other action necessary to

create a new series of the Preferred Stock, par value $.0001 per share, of the

Company, which series shall be designated the Series D Convertible Preferred

Stock, par value $.0001 per share (the "SERIES D PREFERRED STOCK"), shall

consist of 60,000 authorized shares, and shall have the preferences, limitations

and relative rights set forth in the Series D Certificate of Designations,

(b) the Board shall duly authorize and approve the issuance to SeaView

of 51,508 shares of Series D Preferred Stock (the "SEAVIEW SERIES D SHARES") in

exchange for all of the 51,508 shares of Series B Convertible Preferred Stock,

par value $.0001 per share, of the Company (the "SERIES B PREFERRED STOCK") now

held by SeaView,

(c) subject to satisfaction of the conditions set forth in Section 21

of this Amendment, the Company shall issue the SeaView Series D Shares to

SeaView in exchange for transfer to the Company of all of the shares of Series B

Preferred Stock held by SeaView, which shares shall thereupon be cancelled and

retired. The parties hereto hereby agree that the provisions of the Preferred

Stock Purchase Agreement dated as of February 27, 2007 between the Company and

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SeaView shall continue in effect and shall apply to the SeaView Series D Shares

as though the SeaView Series D Shares were shares of Series B Preferred Stock

referred to therein, except that Sections 2.4 and 3 thereof are hereby

terminated and shall not apply to the SeaView Series D Shares.

15. Closing of Second Restructuring.

(a) The closing of the transactions contemplated by this Amendment

shall take place at the offices of Kirkpatrick & Lockhart Preston Gates Ellis

LLP, 599 Lexington Avenue, New York, New York 10022 at 10:00 a.m., New York time

on the Second Restructuring Date.

(b) On the Second Restructuring Date, subject to the conditions

specified in Section 21:

(i) TICC will assign (without recourse) and deliver to the Company

the TICC Notes (to the extent of $13,500,000 of the outstanding

principal amount thereof and all accrued interest on the TICC Notes,

including without limitation PIK Interest), which shall thereupon be

cancelled and retired, and the Company will issue and deliver to TICC

in exchange therefor stock certificates representing the TICC Series C

Shares;

(ii) TICC will assign (without recourse) and deliver to the

Company the TICC Notes (to the extent of the remaining $3,500,000 of

the outstanding principal amount thereof), which shall thereupon be

cancelled and retired, and the Company will execute and issue to TICC

in exchange therefor the Amended and Restated Note, in the principal

amount of $3,500,000 and dated the Second Restructuring Date;

(iii) the expenses of TICC incurred through the Second

Restructuring Date and required to be reimbursed by the Company

pursuant to Section 23 hereof shall be paid in full by the Company;

and

(iv) SeaView will assign (without recourse) and deliver to the

Company 51,508 shares of Series B Preferred Stock, constituting all of

the shares of Series B Preferred Stock held by it, accompanied by

appropriate stock powers duly executed by SeaView, which shares shall

thereupon be cancelled and retired, and the Company will issue and

deliver to SeaView in exchange therefor the SeaView Series D Shares.

16. REGISTRATION RIGHTS. The Purchasers and the Company shall have the

respective rights and obligations set forth in EXHIBIT C hereto with respect to

registrations of the Company's securities under the Securities Act.

17. OTHER POST-RESTRUCTURING OBLIGATIONS. Commencing at the earliest

practicable date following the Second Restructuring Date, the Company will take

all necessary or appropriate actions (a) to effect a 1-for-1000 (or such other

ratio as may be determined by the Board of Directors) reverse stock split that

will have the effect of reducing the number of outstanding shares of common

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stock and the number of common stockholders of record of the Company, (b) to

amend the Company's Certificate of Incorporation as provided in the Certificate

of Amendment, in the form attached as EXHIBIT D to this Amendment (the

"CERTIFICATE OF AMENDMENT"), for the purposes of effecting such reverse stock

split, and (c) to prepare and file a Schedule 14C with the SEC in connection

with the Certificate of Amendment. The Company will deliver written notice to

the Collateral Agent of the taking of each of the foregoing actions within five

Business Days after the completion thereof.

18. WAIVER OF EXISTING DEFAULTS AND CONSENT. In consideration of the

representations, warranties, covenants and agreements herein set forth,

effective on and as of the Second Restructuring Date, the Purchasers hereby

irrevocably waive the Existing Defaults. The Purchasers also hereby irrevocably

consent to the taking by the Company of all actions required or expressly

permitted to be taken by it under the provisions of this Amendment and agree

that none of such actions shall constitute a Default or Event of Default.

19. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents

and warrants to the Purchasers that:

(a) Immediately following the Second Restructuring Date and after

giving effect to the waivers of the Existing Defaults set forth in this

Amendment, no Default or Event of Default will have occurred and be continuing.

(b) The execution, delivery and performance by the Company of this

Amendment are within its corporate powers and have been duly authorized by all

necessary corporate action on the part of the Board. This Amendment has been

duly executed and delivered by the Company and is the legal, valid and binding

obligation of the Company, enforceable against the Company in accordance with

its terms, except to the extent that such enforcement may be limited by

applicable bankruptcy, insolvency and other similar laws affecting creditors'

rights generally and by general principles of equity.

(c) Neither the execution and delivery by the Company of this

Amendment, nor the fulfillment of or compliance with the terms and provisions

hereof, will conflict with, or result in a breach or violation of the terms,

conditions or provisions of, or constitute a default under, or result in the

creation of any Lien on any properties or assets of the Company pursuant to, the

Organizational Documents of the Company or any contract, agreement, mortgage,

indenture, lease or instrument to which the Company is a party or by which it is

bound or to which any of its assets are subject, or any statute, ordinance, law,

rule, regulation, order, writ, judgment, injunction, decree or award to which

the Company or any of its assets are subject.

(d) No consent, approval or authorization of or declaration,

registration or filing with any Governmental Authority or any nongovernmental

Person, including, without limitation, any creditor or stockholder of the

Company is required in connection with the execution or delivery by the Company

of this Amendment or the performance by the Company of its obligations

hereunder, or as a condition to the legality, validity or enforceability of this

Amendment or any provision hereof.

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(e) The authorized Equity Interests of the Company consist of

100,000,000 shares of Company Common Stock and 10,000,000 shares of Company

Preferred Stock, including 60,000 shares of Series D Preferred Stock and 180,000

shares of Series C Preferred Stock. Set forth in SCHEDULE 19 is a true and

complete list of the holders of five percent (5%) or more of the outstanding

shares of Company Common Stock and of all of the Company Preferred Stock, and

the aggregate numbers of outstanding shares of Company Common Stock, Options,

Convertible Securities and other Call Securities (each as defined below). All of

the issued and outstanding shares of Company Common Stock and Company Preferred

Stock are validly issued, fully paid and non-assessable. Except as set forth in

SCHEDULE 19, there are no outstanding (i) options, warrants or rights to

subscribe for or purchase, or agreements (contingent or otherwise) providing for

the issuance of, or calls, commitments or claims of any character relating to,

any shares of Company Common Stock or Company Preferred Stock ("OPTIONS"), (ii)

securities (including debt securities and equity securities) that are or by

their terms may become convertible into or exchangeable for any shares of

Company Common Stock or Company Preferred Stock ("CONVERTIBLE SECURITIES"), or

(iii) options, warrants or rights to subscribe for or purchase, or agreements

(contingent or otherwise) providing for the issuance of, or calls, commitments

or claims of any character relating to, any Convertible Securities (together

with Options and Convertible Securities, "CALL SECURITIES"). Except as set forth

in SCHEDULE 19, none of the authorized Equity Interests of the Company

constitutes Redeemable Stock, and the Company has no obligation, whether

mandatory or at the option of any other Person, at any time to redeem or

repurchase any shares of Company Common Stock or Company Preferred Stock or any

Call Securities, pursuant to the terms of the Company's Organizational Documents

or by contract or otherwise.

(f) Subject to completion of the transactions referred to in Section

17 hereof, the shares of Company Common Stock issuable upon conversion of the

Series C Preferred Stock and the Series D Preferred Stock have been duly and

validly reserved for issuance upon such exercise and, when issued and delivered

against payment therefor as provided therein, will be duly authorized, validly

issued, fully paid and non-assessable and subject to no Liens in respect of the

issuance thereof.

(g) None of the Company or its representatives has taken or will take

any action which would subject the issuance or sale of any of the Series C

Preferred Stock or the Series D Preferred Stock to the provisions of Section 5

of the Securities Act or violate the provisions of any securities or Blue Sky

laws of any applicable jurisdiction.

20. REPRESENTATIONS OF THE PURCHASERS AND SEAVIEW. Each of TICC and

SeaView represents to the Company that (a) it is an "accredited investor,"

within the meaning of Rule 501 promulgated by the SEC under the Securities Act,

and (b) it is acquiring the shares of Series C Preferred Stock or Series D

Preferred Stock (as the case may be) to be issued to it hereunder for its own

account, for investment, and not with a view to or for sale in connection with

any distribution thereof in violation of the registration provisions of the

Securities Act or the rules and regulations promulgated thereunder.

21. CONDITIONS TO EFFECTIVENESS OF AMENDMENT. Notwithstanding anything to

the contrary set forth in this Amendment, the terms and provisions of this

Amendment shall not become or be effective until the date (the "SECOND

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RESTRUCTURING DATE") on which all of the following conditions shall be fulfilled

or waived in writing by TICC:

a. All documentation of the transactions contemplated hereby shall be

satisfactory to TICC in form and substance in its sole discretion.

TICC shall have received such certificates, legal opinions and

other closing documents as it shall reasonably request.

b. The representations and warranties set forth in Section 19 of this

Amendment shall be true on and as of the Second Restructuring Date

as though made on and as of the Second Restructuring Date, and the

Company shall have performed all obligations required to have been

performed by it on or prior to the Second Restructuring Date

pursuant to this Amendment.

c. There shall not be pending or, to the knowledge of the Company,

threatened, any action, suit, proceeding, governmental

investigation or arbitration against or affecting any of the

Company or its Subsidiaries which seeks to enjoin or restrain any

of the transactions contemplated herein or which the Purchasers

believe in good faith is likely to have a Material Adverse Effect.

d. All necessary consents, approvals and authorizations of, and

declarations, registrations and filings with, Governmental

Authorities and nongovernmental Persons required in order to

consummate the transactions contemplated herein shall have been

obtained or made and shall be in full force and effect.

e. The Company shall have executed, issued and delivered to TICC the

Amended and Restated Note and stock certificates representing the

TICC Series C Shares against TICC's delivery to the Company of the

TICC Notes accompanied by appropriate bond powers duly executed by

TICC.

f. The Company shall have delivered stock certificates representing

the SeaView Series D Shares to SeaView against SeaView's delivery

to the Company of stock certificates representing the shares of

Series B Preferred Stock held by it accompanied by appropriate

stock powers duly executed by SeaView.

g. TICC, SeaView and the Company shall have executed and delivered a

Stockholders Agreement in the form set forth in Exhibit E to this

Amendment.

h. The Restructuring Date shall occur on or before November 6, 2007.

22. EFFECT OF AMENDMENT; NO NOVATION. It is hereby agreed that, except as

specifically provided herein, this Amendment does not in any way affect or

impair the terms, conditions and other provisions of the Note Purchase

Agreement, or the obligations of the Company thereunder, and all terms,

conditions and other provisions of the Note Purchase Agreement and the other

Note Documents shall remain in full force and effect except to the extent

specifically amended, modified or waived pursuant to the provisions of this

Amendment. It is further agreed that the Security Agreement, as hereby amended,

and the Subsidiary Guarantee shall continue in full force and effect and shall

secure and guarantee all Obligations now existing or hereafter arising under the

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Note Purchase Agreement and the Notes after giving effect to this Amendment and

the Restructuring. It is further specifically agreed that this Amendment shall

not be deemed or considered to operate as a novation of the outstanding Notes,

the Note Purchase Agreement or the other Note Documents.

23. PAYMENT OF EXPENSES. The Company agrees to pay all costs and expenses

incurred by the Purchasers in connection with the negotiation, preparation,

execution and delivery of this Amendment and the consummation of the Second

Restructuring, including, without limitation, the reasonable fees and

disbursements of the Purchasers' legal counsel incurred in connection herewith.

24. INDEMNIFICATION. In consideration of the execution and delivery of this

Amendment by the Purchasers and the Collateral Agent, the Company hereby agrees

to defend, indemnify, exonerate and hold harmless each Purchaser and the

Collateral Agent and each of the officers, directors, stockholders, partners,

members, managers, Affiliates, trustees, employees and agents of each Purchaser

and the Collateral Agent (herein collectively called the "INDEMNITEES") from and

against any and all liabilities, obligations, losses, damages, claims, actions,

suits, proceedings, judgments, costs and expenses, including legal fees and

other expenses incurred in the investigation, defense, appeal and settlement of

claims, actions, suits and proceedings (herein collectively called the

"INDEMNIFIED LIABILITIES"), incurred by the Indemnitees or any of them arising

out of or resulting from any act or failure to act by the Company or any of its

Subsidiaries or their respective officers, directors, employees, agents,

representatives or Affiliates relating to this Amendment, the issuance of the

TICC Series C Shares or the transactions contemplated hereby or thereby, or the

performance by the Company of its obligations hereunder or thereunder except for

any such Indemnified Liabilities which are finally judicially determined to have

resulted from the Indemnitee's gross negligence, willful misconduct or willful

breach of this Amendment, and if and to the extent that the foregoing

undertaking may be unenforceable for any reason, the Company hereby agrees to

make the maximum contribution to the payment and satisfaction of each of the

Indemnified Liabilities which is permissible under applicable law. The

obligations of the Company under this Section 24 shall survive the closing of

the transactions contemplated hereby and the enforcement of any provision

hereof.

25. COUNTERPARTS. This Amendment may be executed in any number of

counterparts, each of which shall be deemed an original, and all of which taken

together shall be deemed to constitute one and the same instrument. Delivery of

an executed counterpart of a signature page of this Amendment by telecopy or

other electronic means shall be effective as delivery of a manually executed

counterpart of this Amendment. Delivery of manually executed counterparts of

this Amendment shall immediately follow delivery by telecopy or other electronic

means, but the failure to so deliver a manually executed counterpart shall not

affect the validity, enforceability, or binding effect hereof.

26. ENTIRE AGREEMENT. This Amendment embodies the entire agreement and

understanding with regard to the subject matter hereof among the Purchasers, the

Collateral Agent and the Company, and supersedes all prior agreements and

understandings (oral or written) relating to such subject matter.

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27. GOVERNING LAW. THIS AMENDMENT SHAL