**Exhibit10.1**

June 29, 2007

 

 

 

ATS Corporation

7915 Jones Branch Drive

McLean, Virginia  22102

 

Re:                               Amendment No. 1to Credit Agreement

 

Ladies and Gentlemen:

 

Reference is hereby made tothat certain Credit Agreement (the “Agreement”) dated as of June 4, 2007among ATS Corporation (the “Borrower”), Bank of America, N.A., asadministrative agent (the “Agent”) and the other lenders party thereto(the “Lenders”).  The Borrower hasrequested that the definition of “Interest Rate Change Date” be added to thedefinition of “LIBOR Monthly Floating Base Rate” in Section 1.01 of theAgreement as set forth below. Capitalized terms not otherwise defined herein shall have the meaningsascribed to such terms in the Agreement.

 

Each of the Borrower, theGuarantors, the Agent and the Lenders, hereby agrees that the definition of “LIBORMonthly Floating Base Rate” in Section 1.01 of the Agreement is herebyamended and restated in its entirety to read as follows:

 

“LIBORMonthly Floating Base Rate” means, for all Loans, on each day any such Loanis outstanding, the fluctuating rate of interest (rounded upwards, asnecessary, to the nearest 1/100 of 1%) equal to the British Bankers AssociationLIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commerciallyavailable source providing quotations of BBA LIBOR as designated by theAdministrative Agent from time to time) at approximately 11:00 a.m., Londontime, two (2) Business Days prior to the most recent Interest Rate Change Date,for Dollar deposits (for delivery on such Interest Rate Change Date) with aterm of one month, as adjusted from time to time in the Administrative Agent’ssole discretion for changes in deposit insurance requirements  and other regulatory costs.  If such rate is not available at such timefor any reason, then the “LIBOR Monthly Floating Base Rate” shall be the rateper annum determined by the Administrative Agent to be the rate at whichdeposits in Dollars for delivery in same day funds in the approximate amount ofthe Loans outstanding with a term equivalent to a one-month would be offered byBank of America’s London Branch to major banks in the London interbankeurodollar market at their request at approximately 11:00 a.m. (London time),on each day any such Loan is outstanding. As used in this definition, “Interest Rate Change Date” means thefirst day of each month; provided, however, that if such date isnot a Business Day, then the “Interest Rate Change Date” shall be the nextsucceeding Business Day.

 

Except as otherwisespecifically set forth herein, the Agreement and all other Loan Documents arehereby confirmed and ratified in all respects and shall remain in full forceand effect according to their respective terms.

 

[**Signature pages follow**.]

 

 

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|   |   |   |   |   | Very truly yours,                               |
|--------|--------|--------|--------|--------|-------------------------------------------------|
|   |   |   |   |   |                                            |   |
|   |   |   |   |   | BANK OF AMERICA, N.A., as  Administrative Agent |
|   |   |   |   |   |                                            |   |
|   |   |   |   |   | By:                                             | /s/ Michael D. Brannan |
|   |   |   |   |   | Name: Michael D. Brannan                        |
|   |   |   |   |   | Title:   Senior Vice President        |

 

 

 

 

 

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|   |   |   |   |   |  BANK OF AMERICA, N.A., as  a Lender, L/C Issuer and Swing Line Lender |
|--------|--------|--------|--------|--------|-----------------------------------------------------------------------------|
|   |   |   |   |   |                                                                        |   |
|   |   |   |   |   | By:                                                                         | /s/ Michael D. Brannan |
|   |   |   |   |   | Name: Michael D. Brannan                                                    |
|   |   |   |   |   | Title:  Senior Vice President                                          |
|   |   |   |   |   |                                                                        |   |
|        |        |        |        |        |                                                                             |  |  |

 

 

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Accepted and Agreed to this 29thday of June, 2007.

 
| ATS Corporation                               |
|-----------------------------------------------|
|                                          |   |   |
| By:                                           | /s/ Edward H. Bersoff |   |
| Name: Edward H. Bersoff                       |
| Title: President and Chief  Executive Officer |

 

 
| ADVANCED TECHNOLOGY  SYSTEMS, INC.            |
|-----------------------------------------------|
|                                          |   |   |
| By:                                           | /s/ Edward H. Bersoff |   |
| Name: Edward H. Bersoff                       |
| Title: President and Chief  Executive Officer |
|                                               |  |  |  |

 

 
| RELIABLE INTEGRATION  SERVICES, INC.          |
|-----------------------------------------------|
|                                          |   |   |
| By:                                           | /s/ Edward H. Bersoff |   |
| Name: Edward H. Bersoff                       |
| Title: President and Chief  Executive Officer |

 

 
| APPIX, INC.                                   |
|-----------------------------------------------|
|                                          |   |   |
| By:                                           | /s/ Edward H. Bersoff |   |
| Name: Edward H. Bersoff                       |
| Title: President and Chief  Executive Officer |

 

 

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| CITIZENS BANK OF  PENNSYLVANIA |
|--------------------------------|
|                           |   |   |
| By:                            | /s/ Leslie Grizzard |   |
| Name:                          | Leslie Grizzard |
| Title:                         | Senior Vice President |
|                                |  |  |  |

 

 

 

 

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