exv10w3



 




Exhibit 10.3




INCREASED COMMITMENT NOTICE AND ADDED LENDER AGREEMENT




Date:   September 26, 2003




	 	 	 	 	 
	 	 	 	 	 
	Bank of America, N.A., as Administrative Agent	 	 
	101 N. Tryon Street, 15th Floor	 	 
	NC1-001-15-03	 	 
	Charlotte, North Carolina 28255	 	 
	Attention:	 	
Mary F. Edwards	 	 
	 	 	
Agency Management	 	 
	 	 	 	 	 
	American Management Systems, Incorporated	 	 
	AMS Management Systems Australia Pty, Limited	 	 
	AMS Management Systems Canada Inc.	 	 
	AMSY
Management Systems Netherlands B.V.	 	 
	c/o American Management Systems, Inc.	 	 
	4000 Legato Road, 4th Floor	 	 
	Fairfax, Virginia 22033	 	 
	 	 	 	 	 
	Attention:	 	
Hui Markva	 	 






Ladies and Gentlemen:




     We refer to the Credit Agreement, dated as of November 13, 2002 (as
amended, restated, modified, supplemented or renewed from time to time, the
“Credit Agreement”) among American Management Systems, Incorporated, AMS
Management Systems Australia Pty. Limited, AMS Management Systems Canada Inc.
and AMSY Management Systems Netherlands B.V. (collectively, the “Borrowers”),
the Lenders parties thereto, Bank of America, N.A., as administrative agent (in
such capacity, the “Agent”), L/C Issuer and Swing Line Lender, Bank of America,
N.A. (Canada Branch), as Canadian Agent and Canadian Fronting Lender, BA Asia
Limited, as Australian Agent, and Bank of America, National Association, Sydney
Branch, as Australian Fronting Lender.




     This Increased Commitment Notice and Added Lender Agreement (this
“Agreement”) is made and delivered pursuant to (a) Section 2.17 of the Credit
Agreement, and (b) the Increased Commitment Request dated September 4, 2003
from the Borrowers to the Agent.




     The Borrowers, by their execution hereof, give notice to the Agent of
their election to increase the Aggregate Commitments by $40,000,000 in
accordance with the terms hereof, effective as of September 26, 2003 (the
“Effective Date”).




     As of the Effective Date, KeyBank National Association (“KeyBank”) will
become a party to the Credit Agreement as a Lender, with a Commitment of
$40,000,000. KeyBank hereby confirms and agrees that with effect on and after
the Effective Date, it shall be and




 








 





become a party to the Credit Agreement as a Lender, and shall have all of
the rights and be obligated to perform all of the obligations of a Lender
thereunder with a Commitment in the amount set forth above. KeyBank (a)
acknowledges that it has received a copy of the Credit Agreement and the
schedules and exhibits thereto, copies of the most recent financial statements
of the Borrowers, and such other documents and information as it has deemed
appropriate to make its own credit and legal analysis and decision to enter
into this Agreement; and (b) agrees that it will, independently and without
reliance upon the Agent, the Borrowers, or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit and legal decisions in taking or not taking action under
the Credit Agreement and the other Loan Agreements.




     The following administrative details apply to KeyBank:




     Request
for Loans:




KeyBank National Association

127 Public Square

OH-01-27-0611

Cleveland, OH 44114

	Attn:	Paula Brewer

Deal Administrator



	Telephone:	(216) 689-4259
	Facsimile:	(216) 689-4666
	E-mail:	paula_brewer@keybank.com






Wire Instructions:

KeyBank National Association

Cleveland, OH 44114

ABA #041-001-039

Account #3057

Account Name:  Specialty Loan Services

	Reference:	American Management Systems/
KCIB
Services – Paula Brewer





     Notices
(other than Requests for Loans):




KeyBank National Association

127 Public Square, 4th Floor

Cleveland, OH 44114

	Attn:	Jeff Kalinowski

Vice President



	Telephone:	(216) 689-8319
	Facsimile:	(216) 689-8329
	E-mail:	jeffrey_kalinowski@keybank.com




     This Agreement shall constitute a Loan Document.





 








 



     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK, NOTWITHSTANDING ITS EXECUTION OUTSIDE SUCH STATE.




	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, as a

Lender
	 	 	 	 	 
	 	 	
By:
	 	/s/ Jeff Kalinowski
	 	 	 	 	

	 	 	
Title:
	 	Vice President
	 	 	 	 	







	 	 	 	 	 
	ACKNOWLEDGED as of September 26, 2003:	 	 
	 	 	 	 	 
	BANK OF AMERICA, N.A., as Administrative	 	 
	Agent	 	 	 	 
	 	 	 	 	 
	By:	 	
/s/ Mary F. Edwards	 	 
	 	 	

	 	 
	Title:	 	
Assistant Vice President	 	 
	 	 	 	 	 
	AMERICAN MANAGEMENT SYSTEMS, INCORPORATED	 	 
	 	 	 	 	 
	By:	 	
/s/ Alan P. Goldblatt	 	 
	 	 	

	 	 
	Title:	 	
Alan P. Goldblatt, Treasurer	 	 
	 	 	 	 	 
	AMS MANAGEMENT SYSTEMS AUSTRALIA PTY. LIMITED	 	 
	 	 	 	 	 
	By:	 	
/s/ James C. Reagan	 	 
	 	 	

	 	 
	Title:	 	
James C. Reagan, Director	 	 
	 	 	 	 	 
	AMS MANAGEMENT SYSTEMS CANADA INC	 	 
	 	 	 	 	 
	By:	 	
/s/ James C. Reagan	 	 
	 	 	

	 	 
	Title:	 	
James C. Reagan, Director	 	 
	 	 	 	 	 
	AMSY
MANAGEMENT SYSTEMS NETHERLANDS B.V.	 	 
	 	 	 	 	 
	By:	 	
/s/ James C. Reagan	 	 
	 	 	

	 	 
	Title:	 	
James C. Reagan, Managing Director