a5595833-ex101.htm


     

    Exhibit
      10.1

     

    
      


      


      


      


      REVOLVING
        CREDIT AGREEMENT

       

      dated
        as of January 25, 2008

       

      among

       

      MAXIMUS,
        INC.

      as
        Borrower

       

      THE
        LENDERS FROM TIME TO TIME PARTY HERETO

       

      and

       

      SUNTRUST
        BANK

      as
        Administrative Agent

      


      


      


      


      


      ====================================================================================================

       

      SUNTRUST
        ROBINSON HUMPHREY, INC.,

      as
        Arranger and Book Manager

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

       

      
        
          	 	Page 
	 	 
	
                  ARTICLE
                    1 DEFINITIONS;
                    CONSTRUCTION

                	
                  1

                
	
                  Section
                    1.1.

                	
                  Definitions.

                	
                  1

                
	
                  Section
                    1.2.

                	
                  Classifications
                    of Revolving Loans and Borrowings.

                	
                  23

                
	
                  Section
                    1.3.

                	
                  Accounting
                    Terms and Determination.

                	
                  24

                
	
                  Section
                    1.4.

                	
                  Terms
                    Generally.

                	
                  24

                
	
                  ARTICLE
                    2 AMOUNT AND TERMS OF THE
                    COMMITMENTS

                	
                  24

                
	
                  Section
                    2.1.

                	
                  General
                    Description of Facilities.

                	
                  24

                
	
                  Section
                    2.2.

                	
                  Revolving
                    Loans.

                	
                  25

                
	
                  Section
                    2.3.

                	
                  Procedure
                    for Revolving Borrowings.

                	
                  25

                
	
                  Section
                    2.4.

                	
                  Swingline
                    Commitment.

                	
                  25

                
	
                  Section
                    2.5.

                	
                  Reserved.

                	
                  27

                
	
                  Section
                    2.6.

                	
                  Reserved.

                	
                  27

                
	
                  Section
                    2.7.

                	
                  Funding
                    of Borrowings.

                	
                  27

                
	
                  Section
                    2.8.

                	
                  Interest
                    Elections.

                	
                  28

                
	
                  Section
                    2.9.

                	
                  Optional
                    Reduction and Termination of
                    Commitments.

                	
                  29

                
	
                  Section
                    2.10.

                	
                  Repayment
                    of
                    Loans.

                	
                  29

                
	
                  Section
                    2.11.

                	
                  Evidence
                    of Indebtedness.

                	
                  30

                
	
                  Section
                    2.12.

                	
                  Optional
                    Prepayments.

                	
                  30

                
	
                  Section
                    2.13.

                	
                  Mandatory
                    Prepayments.

                	
                  31

                
	
                  Section
                    2.14.

                	
                  Interest
                    on
                    Loans.

                	
                  32

                
	
                  Section
                    2.15.

                	
                  Fees.

                	
                  33

                
	
                  Section
                    2.16.

                	
                  Computation
                    of Interest and
                    Fees.

                	
                  34

                
	
                  Section
                    2.17.

                	
                  Inability
                    to Determine Interest Rates.

                	
                  34

                
	
                  Section
                    2.18.

                	
                  Illegality.

                	
                  34

                
	
                  Section
                    2.19.

                	
                  Increased
                    Costs.

                	
                  35

                
	
                  Section
                    2.20.

                	
                  Funding
                    Indemnity.

                	
                  36

                
	
                  Section
                    2.21.

                	
                  Taxes.

                	
                  36

                
	
                  Section
                    2.22.

                	
                  Payments
                    Generally; Pro Rata Treatment;
                    Sharing of Set-offs.

                	
                  38

                
	
                  Section
                    2.23.

                	
                  Letters
                    of
                    Credit.

                	
                  40

                
	
                  Section
                    2.24.

                	
                  Increase/Decrease
                    of Commitments;
                    Additional Lenders.

                	
                  45

                
	
                  Section
                    2.25.

                	
                  Mitigation
                    of
                    Obligations.

                	
                  46

                
	
                  Section
                    2.26.

                	
                  Replacement
                    of Lenders.

                	
                  46

                
	
                  ARTICLE
                    3 CONDITIONS
                    PRECEDENT TO REVOLVING LOANS AND LETTERS OF CREDIT

                	
                  47

                
	
                  Section
                    3.1.

                	
                  Conditions
                    To Effectiveness.

                	
                  47

                
	
                  Section
                    3.2.

                	
                  Each
                    Credit Event.

                	
                  50

                
	
                  Section
                    3.3.

                	
                  Delivery
                    of Documents.

                	
                  50

                
	
                  ARTICLE
                    4 REPRESENTATIONS
                    AND WARRANTIES

                	
                  51

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    4.1.

                	
                  Existence;
                    Power.

                	
                  51

                
	
                  Section
                    4.2.

                	
                  Organizational
                    Power; Authorization.

                	
                  51

                
	
                  Section
                    4.3.

                	
                  Governmental
                    Approvals; No Conflicts.

                	
                  51

                
	
                  Section
                    4.4.

                	
                  Financial
                    Statements.

                	
                  51

                
	
                  Section
                    4.5.

                	
                  Litigation
                    and Environmental Matters.

                	
                  52

                
	
                  Section
                    4.6.

                	
                  Compliance
                    with Laws and Agreements.

                	
                  52

                
	
                  Section
                    4.7.

                	
                  Investment
                    Company Act,
                    Etc.

                	
                  52

                
	
                  Section
                    4.8.

                	
                  Taxes.

                	
                  52

                
	
                  Section
                    4.9.

                	
                  Margin
                    Regulations.

                	
                  52

                
	
                  Section
                    4.10.

                	
                  ERISA.

                	
                  53

                
	
                  Section
                    4.11.

                	
                  Ownership
                    of Property.

                	
                  53

                
	
                  Section
                    4.12.

                	
                  Disclosure.

                	
                  53

                
	
                  Section
                    4.13.

                	
                  Labor
                    Relations.

                	
                  54

                
	
                  Section
                    4.14.

                	
                  Subsidiaries.

                	
                  54

                
	
                  Section
                    4.15.

                	
                  Insolvency.

                	
                  54

                
	
                  Section
                    4.16.

                	
                  Reserved.

                	
                  54

                
	
                  Section
                    4.17.

                	
                  OFAC.

                	
                  54

                
	
                  Section
                    4.18.

                	
                  Patriot
                    Act.

                	
                  55

                
	
                  Section
                    4.19.

                	
                  Reserved.

                	
                  55

                
	
                  Section
                    4.20.

                	
                  Security
                    Documents.

                	
                  55

                
	
                  Section
                    4.21.

                	
                  Debarment
                    and Suspension.

                	
                  56

                
	
                  ARTICLE
                    5 AFFIRMATIVE
                    COVENANTS

                	
                  56

                
	
                  Section
                    5.1.

                	
                  Financial
                    Statements and Other Information.

                	
                  56

                
	
                  Section
                    5.2.

                	
                  Notices
                    of Material Events.

                	
                  57

                
	
                  Section
                    5.3.

                	
                  Existence;
                    Conduct of Business.

                	
                  58

                
	
                  Section
                    5.4.

                	
                  Compliance
                    with Laws,
                    Etc.

                	
                  58

                
	
                  Section
                    5.5.

                	
                  Payment
                    of
                    Obligations.

                	
                  58

                
	
                  Section
                    5.6.

                	
                  Books
                    and Records.

                	
                  58

                
	
                  Section
                    5.7.

                	
                  Visitation,
                    Inspection,
                    Etc.

                	
                  59

                
	
                  Section
                    5.8.

                	
                  Maintenance
                    of Properties; Insurance.

                	
                  59

                
	
                  Section
                    5.9.

                	
                  Use
                    of Proceeds and Letters of Credit.

                	
                  59

                
	
                  Section
                    5.10.

                	
                  Intentionally
                    Deleted.

                	
                  59

                
	
                  Section
                    5.11.

                	
                  Additional
                    Subsidiaries.

                	
                  60

                
	
                  Section
                    5.12.

                	
                  Further
                    Assurances.

                	
                  61

                
	
                  ARTICLE
                    6 FINANCIAL
                    COVENANTS

                	
                  62

                
	
                  Section
                    6.1.

                	
                  Leverage
                    Ratio.

                	
                  62

                
	
                  Section
                    6.2.

                	
                  Fixed
                    Charge Coverage Ratio.

                	
                  62

                
	
                  ARTICLE
                    7 NEGATIVE
                    COVENANTS

                	
                  62

                
	
                  Section
                    7.1.

                	
                  Indebtedness
                    and Disqualified Stock.

                	
                  62

                
	
                  Section
                    7.2.

                	
                  Negative
                    Pledge.

                	
                  64

                
	
                  Section
                    7.3.

                	
                  Fundamental
                    Changes.

                	
                  65

                


        

         

         

        
          
            ii

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Section
                    7.4.

                	
                  Investments,
                    Loans, Etc.
                    

                	
                  65

                
	
                  Section
                    7.5.

                	
                  Restricted
                    Payments.

                	
                  66

                
	
                  Section
                    7.6.

                	
                  Sale
                    of Assets.

                	
                  67

                
	
                  Section
                    7.7.

                	
                  Transactions
                    with Affiliates.

                	
                  68

                
	
                  Section
                    7.8.

                	
                  Restrictive
                    Agreements.

                	
                  68

                
	
                  Section
                    7.9.

                	
                  Sale
                    and Leaseback Transactions.

                	
                  69

                
	
                  Section
                    7.10.

                	
                  Hedging
                    Transactions.

                	
                  69

                
	
                  Section
                    7.11.

                	
                  Amendment
                    to Material Documents.

                	
                  69

                
	
                  Section
                    7.12.

                	
                  Accounting
                    Changes.

                	
                  69

                
	
                  ARTICLE
                    8 EVENTS
                    OF DEFAULT

                	
                  69

                
	
                  Section
                    8.1.

                	
                  Events
                    of
                    Default.

                	
                  69

                
	
                  Section
                    8.2.

                	
                  Application
                    of Proceeds from
                    Collateral.

                	
                  72

                
	
                  ARTICLE
                    9 THE
                    ADMINISTRATIVE AGENT

                	
                  73

                
	
                  Section
                    9.1.

                	
                  Appointment
                    of Administrative Agent.

                	
                  73

                
	
                  Section
                    9.2.

                	
                  Nature
                    of Duties of Administrative Agent.

                	
                  74

                
	
                  Section
                    9.3.

                	
                  Lack
                    of Reliance on the Administrative Agent.

                	
                  75

                
	
                  Section
                    9.4.

                	
                  Certain
                    Rights of the Administrative Agent.

                	
                  75

                
	
                  Section
                    9.5.

                	
                  Reliance
                    by Administrative Agent.

                	
                  75

                
	
                  Section
                    9.6.

                	
                  The
                    Administrative Agent in its Individual Capacity.

                	
                  75

                
	
                  Section
                    9.7.

                	
                  Successor
                    Administrative Agent.

                	
                  76

                
	
                  Section
                    9.8.

                	
                  Authorization
                    to Execute other Loan Documents; Collateral.

                	
                  76

                
	
                  Section
                    9.9.

                	
                  Benefits
                    of Article 9.

                	
                  78

                
	
                  Section
                    9.10.

                	
                  Titled
                    Agents.

                	
                  78

                
	
                  ARTICLE
                    10 MISCELLANEOUS

                	
                  78

                
	
                  Section
                    10.1.

                	
                  Notices.

                	
                  78

                
	
                  Section
                    10.2.

                	
                  Waiver;
                    Amendments.

                	
                  79

                
	
                  Section
                    10.3.

                	
                  Expenses;
                    Indemnification.

                	
                  81

                
	
                  Section
                    10.4.

                	
                  Successors
                    and
                    Assigns.

                	
                  82

                
	
                  Section
                    10.5.

                	
                  Governing
                    Law; Jurisdiction; Consent to
                    Service of Process.

                	
                  86

                
	
                  Section
                    10.6.

                	
                  WAIVER
                    OF JURY TRIAL.

                	
                  86

                
	
                  Section
                    10.7.

                	
                  Right
                    of Setoff.

                	
                  87

                
	
                  Section
                    10.8.

                	
                  Counterparts;
                    Integration.

                	
                  87

                
	
                  Section
                    10.9.

                	
                  Survival.

                	
                  87

                
	
                  Section
                    10.10.

                	
                  Severability.

                	
                  88

                
	
                  Section
                    10.11.

                	
                  Confidentiality.

                	
                  88

                
	
                  Section
                    10.12.

                	
                  Interest
                    Rate Limitation.

                	
                  88

                
	
                  Section
                    10.13.

                	
                  Waiver
                    of Effect of Corporate Seal.

                	
                  89

                
	
                  Section
                    10.14.

                	
                  Patriot
                    Act.

                	
                  89

                


        

      

       

       

      
        
          iii

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                  Schedules

                	 	 
	 	 	 
	
                  Schedule
                    I

                	
                  -

                	
                  Applicable
                    Margin and Applicable
                    Percentage

                
	
                  Schedule
                    II

                	
                  -

                	
                  Revolving
                    Commitment
                    Amounts

                
	
                  Schedule
                    1.1(a)

                	
                  -

                	
                  Certain
                    Non-Recurring
                    Losses

                
	
                  Schedule
                    2.23

                	
                  -

                	
                  Existing
                    Letters of
                    Credit

                
	
                  Schedule
                    4.5

                	
                  -

                	
                  Environmental
                    Matters

                
	
                  Schedule
                    4.14

                	
                  -

                	
                  Subsidiaries

                
	
                  Schedule
                    4.21

                	
                  -

                	
                  Debarment
                    and
                    Suspension

                
	
                  Schedule
                    7.1(b)

                	
                  -

                	
                  Outstanding
                    Indebtedness

                
	
                  Schedule
                    7.1(d)

                	
                  -

                	
                  Outstanding
                    Intercompany
                    Indebtedness

                
	
                  Schedule
                    7.2

                	
                  -

                	
                  Existing
                    Liens

                
	
                  Schedule
                    7.4

                	
                  -

                	
                  Existing
                    Investments

                
	
                  Schedule
                    7.6(g)

                	
                  -

                	
                  Sale
                    of
                    Assets

                
	 	 	 
	
                  Exhibits

                	 	 
	 	 	 
	
                  Exhibit
                    A

                	
                  -

                	
                  Form
                    of Revolving Credit
                    Note

                
	
                  Exhibit
                    B

                	
                  -

                	
                  Reserved

                
	
                  Exhibit
                    C

                	
                  -

                	
                  Reserved

                
	
                  Exhibit
                    D

                	
                  -

                	
                  Form
                    of Swingline
                    Note

                
	
                  Exhibit
                    E

                	
                  -

                	
                  Form
                    of Assignment and
                    Assumption

                
	
                  Exhibit
                    F

                	
                  -

                	
                  Form
                    of Subsidiary Guaranty
                    Agreement

                
	
                  Exhibit
                    G

                	
                  -

                	
                  Form
                    of Security
                    Agreement

                
	
                  Exhibit
                    H

                	
                  -

                	
                  Form
                    of Pledge
                    Agreement

                
	 	 	 
	
                  Exhibit
                    2.3

                	
                  -

                	
                  Form
                    of Notice of Revolving
                    Borrowing

                
	
                  Exhibit
                    2.4

                	
                  -

                	
                  Form
                    of Notice of Swingline
                    Borrowing

                
	
                  Exhibit
                    2.8

                	
                  -

                	
                  Form
                    of Notice of
                    Continuation/Conversion

                
	
                  Exhibit
                    5.1(c)

                	
                  -

                	
                  Form
                    of Compliance
                    Certificate

                


        

      

       

       

      
        
          iv

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      REVOLVING
        CREDIT
        AGREEMENT

       

      THIS
        REVOLVING CREDIT
        AGREEMENT (this “Agreement”)
        is made
        and entered into as of January 25, 2008, by and among MAXIMUS, INC., a Virginia
        corporation (the “Borrower”), the
        several banks and other financial institutions and lenders from time to time
        party hereto (the “Lenders”), and
SUNTRUST
        BANK, in its capacity
        as administrative agent for the Lenders (the “Administrative
        Agent”), as issuing bank (the “Issuing
        Bank”) and as swingline lender
        (the
“Swingline
        Lender”).

       

      W
        I T N E S S E T
        H:

       

      WHEREAS,
        the Borrower has
        requested that the Lenders establish a $50,000,000 revolving
        credit
        facility in favor of the Borrower;

       

      WHEREAS,
        subject to the terms
        and conditions of this Agreement, the Lenders, the Issuing Bank and the
        Swingline Lender to the extent of their respective Commitments as defined
        herein, are willing severally to establish the requested revolving credit
        facility, the letter of credit subfacility and the swingline subfacility
        in
        favor of the Borrower.

       

      NOW,
        THEREFORE, in
        consideration of the premises and the mutual covenants herein contained,
        the
        Borrower, the Lenders, the Administrative Agent, the Issuing Bank and the
        Swingline Lender agree as follows:

       

      ARTICLE
        1

       

      DEFINITIONS;
        CONSTRUCTION

       

      Section
        1.1.                                
Definitions.  In
        addition to the other terms defined herein, the following terms used herein
        shall have the meanings herein specified (to be equally applicable to both
        the
        singular and plural forms of the terms defined):

       

      “Additional
        Lender”
shall have the meaning given to such term in Section
        2.24.

       

      “Adjusted
        LIBO Rate”
shall mean, with respect to each Interest Period for a Eurodollar
        Borrowing, the
        rate per annum obtained by dividing (i) LIBOR for such Interest Period by
        (ii) a percentage equal to 1.00 minus the Eurodollar
        Reserve
        Percentage.

       

      “Administrative
        Questionnaire” shall mean, with respect to each Lender, an administrative
        questionnaire in the form prepared by the Administrative Agent and submitted
        to
        the Administrative Agent duly completed by such Lender.

       

      “Affiliate”
shall
        mean, as to any Person, any other Person that directly, or indirectly through
        one or more intermediaries, Controls, is Controlled by, or is under common
        Control with, such Person. For the
        purposes of this definition, “Control” shall mean the power, directly or
        indirectly, either to (i) vote 20% or more of the securities having ordinary
        voting power for the election of directors (or persons performing similar
        functions) of a Person or (ii) direct or cause the direction of the management
        and policies of a Person, whether through the ability to exercise voting
        power,
        by control or otherwise.  The terms “Controlling”, “Controlled by”,
        and “under common Control with” have the meanings correlative
        thereto.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Aggregate
        Revolving
        Commitment Amount” shall mean the aggregate principal amount of the
        Aggregate Revolving Commitments from time to time.  On the Closing
        Date, the Aggregate Revolving Commitment Amount equals $50,000,000.

       

      “Aggregate
        Revolving
        Commitments” shall mean, collectively, all Revolving Commitments of all
        Lenders at any time outstanding.

       

      “Aggregate
        Subsidiary
        Threshold” shall mean an amount equal to ninety-five percent (95%) of the
        total consolidated revenue of the Borrower and its Domestic Subsidiaries
        for the
        most recent Fiscal Quarter as shown on the financial statements most recently
        delivered or required to be delivered pursuant to Section 5.1(a)
        or (b), as the
        case may
        be.

       

      “Applicable
        Lending
        Office” shall mean, for each Lender and for each Type of Loan, the
“Lending Office” of such Lender (or an Affiliate of such Lender) designated for
        such Type of Loan in the Administrative Questionnaire submitted by such Lender
        or such other office of such Lender (or an Affiliate of such Lender) as such
        Lender may from time to time specify to the Administrative Agent and the
        Borrower as the office by which its Loans of such Type are to be made and
        maintained.

       

      “Applicable
        Margin”
shall mean, as of any date, with respect to interest on all Revolving
        Loans
        outstanding on any date, or the letter of credit fee, as the case may be,
        a
        percentage per annum determined by reference to the applicable Leverage Ratio
        from time to time in effect as set forth on Schedule I; provided,
        that a
        change in the Applicable Margin resulting from a change in the Leverage Ratio
        shall be effective on the second Business Day after which the Borrower delivers
        the financial statements required by Section 5.1(a) or
(b)
        and the
        Compliance Certificate required by Section 5.1(c); provided,
further,
        that if at
        any time the Borrower shall have failed to deliver such financial statements
        and
        such Compliance Certificate when so required, the Applicable Margin shall
        be at
        Level VI as set forth on Schedule I until
        such
        time as such financial statements and Compliance Certificate are delivered,
        at
        which time the Applicable Margin shall be determined as provided above. The
        provisions of this definition
        are in addition to rights
        of the Administrative
Agent
        and Lenders with
        respect to Section
        2.14(c) and Article
        8 and other of their
        respective rights under this Agreement.  Notwithstanding the
        foregoing, the Applicable Margin from the Closing Date until the financial
        statements and Compliance Certificate for the Fiscal Quarter ending December
        31,
        2007, are required to be delivered shall be at Level I as set forth on Schedule
        I.

       

      “Applicable
        Percentage” shall mean, as of any date, with respect to the commitment
        fee as of any date, the percentage per annum determined by reference to the
        applicable Leverage Ratio in effect on such date as set forth on Schedule I; provided,
        that a
        change in the Applicable Percentage resulting from a change in the Leverage
        Ratio shall be effective on the second Business Day after which the Borrower
        delivers the financial statements required by Section 5.1(a) or
(b)
        and the
        Compliance Certificate required by Section 5.1(c); providedfurther,
        that if at
        any time the Borrower shall have failed to deliver such financial statements
        and
        such Compliance Certificate, the Applicable Percentage shall be at Level
        VI as
        set forth on Schedule
        I until such time as such financial statements and Compliance Certificate
        are delivered, at which time the Applicable Percentage shall be determined
        as
        provided above. The
        provisions of this definition
        are in addition to rights
        of the Administrative
Agent
        and Lenders with
        respect to Section
        2.14(c) and Article
        8 and other of their
        respective rights under this Agreement.  Notwithstanding the
        foregoing, the Applicable Percentage for the commitment fee from the Closing
        Date until the financial statements and Compliance Certificate for the Fiscal
        Quarter ending December 31, 2007, are required to be delivered shall be at
        Level
        I as set forth on Schedule
        I.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Approved
        Fund” shall mean any Person
        (other than a natural Person) that is (or will be) engaged in making,
        purchasing, holding or otherwise investing in commercial loans and similar
        extensions of credit in the ordinary course of its business and that is
        administered or managed by (i) a Lender, (ii) an Affiliate of a Lender or
        (iii)
        an entity or an Affiliate of an entity that administers or manages a
        Lender.

       

      “Assignment
        and
        Assumption” shall mean an Assignment and Assumption entered into by a
        Lender and an assignee (with the consent of any party whose consent is required
        by Section
        10.4(b)) and accepted by the Administrative Agent, in the form of Exhibit
        E attached
        hereto or any other form approved by the Administrative Agent.

       

      “Availability
        Period”
shall mean the period from the Closing Date to the Revolving Commitment
        Termination Date.

       

      “Base
        Rate” shall mean
        the higher of (i) the per annum rate which the Administrative Agent
        publicly announces from time to time to be its prime lending rate, as in
        effect
        from time to time, and (ii) the Federal Funds Rate, as in effect from time
        to time, plus one-half
        of one percent (0.50%).  The Administrative Agent’s prime lending rate
        is a reference rate and does not necessarily represent the lowest or best
        rate
        charged to customers.  The Administrative Agent may make commercial
        loans or other loans at rates of interest at, above or below the Administrative
        Agent’s prime lending rate.  Each change in the Administrative Agent’s
        prime lending rate shall be effective from and including the date such change
        is
        publicly announced as being effective.

       

      “Borrowing”
shall
        mean
        a borrowing consisting of (i) Loans of the same Class and Type, made, converted
        or continued on the same date and in the case of Eurodollar Loans, as to
        which a
        single Interest Period is in effect, or (ii) a Swingline Loan.

       

      “Business
        Day” shall
        mean (i) any day other than a Saturday, Sunday or other day on which commercial
        banks in New York, New York are authorized or required by law to close and
        (ii)
        if such day relates to a Borrowing of, a payment or prepayment of principal
        or
        interest on, a conversion of or into, or an Interest Period for, an Index
        Rate
        Loan or Eurodollar Loan or a notice with respect to any of the foregoing,
        any
        day on which dealings in Dollars are carried on in the London interbank
        market.

       

      “Capital
        Expenditures”
shall mean for any period, without duplication, (i) the additions
        to property,
        plant and equipment and other capital expenditures of the Borrower and its
        Subsidiaries that are (or would be) set forth on a consolidated statement
        of
        cash flows of the Borrower for such period prepared in accordance with GAAP
        and
        (ii) Capital Lease Obligations incurred by the Borrower and its Subsidiaries
        during such period, but excluding
        (a) expenditures made to fund the purchase price for assets acquired in
        Permitted Acquisitions and (b) expenditures made in connection with the
        replacement, substitution or restoration of assets to the extent financed
        with
        insurance proceeds, cash awards arising from a taking by eminent domain or
        condemnation or cash proceeds of asset dispositions reinvested in replacement
        assets.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Capital
        Lease
        Obligations” of any Person shall mean all obligations of such Person to
        pay rent or other amounts under any lease (or other arrangement conveying
        the
        right to use) of real or personal property, or a combination thereof, which
        obligations are required to be classified and accounted for as capital leases
        on
        a balance sheet of such Person under GAAP, and the amount of such obligations
        shall be the capitalized amount thereof determined in accordance with
        GAAP.

       

      “Capital
        Stock” shall
        mean, with respect to any Person, all non-redeemable shares, interests,
        participations or other equivalents, however designated, whether voting or
        non-voting) of such Person’s capital, now outstanding or issued or acquired
        hereafter, including common stock, preferred stock, membership interests
        in a
        limited liability company, limited or general partnership interests in a
        partnership, interests in a trust, interests in other unincorporated
        organizations or any other equivalent of such ownership
        interest.  When used herein or in the other Loan Documents, “Capital
        Stock” shall mean the Capital Stock of the Borrower or any of its Subsidiaries
        (to the extent issued to a Person other than the Borrower), whether common
        or
        preferred.

       

      “Cash
        Management Swingline Loans”
shall have the meaning
        assigned to such term in Section
        2.4(b).

       

      “Change
        in Control”
shall mean the occurrence of one or more of the following events:
        (i) any sale,
        lease, exchange or other transfer (in a single transaction or a series of
        related transactions) of all or substantially all of the assets of the Borrower
        to any Person or “group” (within the meaning of the Securities Exchange Act of
        1934 and the rules of the Securities and Exchange Commission thereunder in
        effect on the date hereof), (ii) the acquisition of ownership, directly or
        indirectly, beneficially or of record, by any Person or “group” (within the
        meaning of the Securities Exchange Act of 1934 and the rules of the Securities
        and Exchange Commission thereunder as in effect on the date hereof) of 30%
        or
        more of the outstanding shares of the voting stock of the Borrower, or (iii)
        occupation of a majority of the seats (other than vacant seats) on the board
        of
        directors of the Borrower by Persons who were neither (a) nominated by the
        current board of directors nor (b) appointed by directors so
        nominated.

       

      “Change
        in Law” shall
        mean (i) the adoption of any applicable law, rule or regulation after the
        date
        of this Agreement, (ii) any change in any applicable law, rule or regulation,
        or
        any change in the interpretation or application thereof, by any Governmental
        Authority after the date of this Agreement, or (iii) compliance by any Lender
        (or its Applicable Lending Office) or the Issuing Bank (or for purposes of
Section 2.19(b), by
        such Lender’s or the Issuing Bank’s parent corporation, if applicable) with any
        request, guideline or directive (whether or not having the force of law)
        of any
        Governmental Authority made or issued after the date of this
        Agreement.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Class,”
when
        used in
        reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
        comprising such Borrowing, are Revolving Loans or Swingline Loans and when
        used
        in reference to any Commitment, refers to whether such Commitment is a Revolving
        Commitment or a Swingline Commitment.

       

      “Closing
        Date” shall
        mean the date on which the conditions precedent set forth in Section 3.1 and Section
        3.2 have been
        satisfied or waived in accordance with Section
        10.2.

       

      “Code”
shall
        mean the
        Internal Revenue Code of 1986, as amended and in effect from time to
        time.

       

      “Collateral”
shall
        mean all property and assets of the Loan Parties, now owned or hereafter
        acquired, upon which a Lien is purported to be created by any Security
        Document.

       

      “Commitment”
shall
        mean a Revolving Commitment or a Swingline Commitment or any combination
        thereof
        (as the context shall permit or require).

       

      “Compliance
        Certificate” shall mean a certificate from the principal executive
        officer and the principal financial officer of the Borrower in the form of,
        and
        containing the certifications set forth in, the certificate attached hereto
        as
Exhibit
        5.1(c).

       

      “Consolidated
        EBITDA” shall mean, for the
        Borrower and its Subsidiaries for any period, an amount equal to the sum
        of (i)
        Consolidated Net Income for such period plus(ii)
        to the extent deducted in
        determining Consolidated Net Income for such period, (A) Consolidated Interest
        Expense, (B) federal, state
        and local income tax
        expenseand tax expense
        attributable to value-added taxes, in each case,determined on a consolidated
        basis in
        accordance with GAAP, (C) depreciation and amortization determined on a
        consolidated basis in accordance with GAAP,(D) any fees, expenses
        or other costs
        incurred in connection with the closing of the loans, (E) non-recurring losses
        related to the Texas subcontract with Accenture and the District of Columbia
        contract settlement and legal expenses incurred during the Fiscal Year ending
        September 30, 2007, in amounts not to exceed those set forth on Schedule
        1.1(a),
(F)
        anynon-cashloss
        from the sale and/or
        divestiture of businesses
        or assets permitted by this Agreement (other than non-cash
        charges that
        require the creation of a reserve for future cash charges), (G) all other
        non-cash charges, expenditures or losses (other than non-cash charges that
        require the creation of a reserve for future cash charges), and
        (H) all other non-recurring charges
        acceptable to the Administrative Agentin its sole and absolute
        discretion,
minus(iii)
        to the extent added in determining
        Consolidated Net Income for such period, any aggregate net gain from the
        sale
        and/or divestiture of
        businesses or assets permitted by this Agreement out of the ordinary course
        of
        business, as all of the
        foregoing are determined
        on a consolidated basis in
        accordance with GAAP,in
        each case for such
        period.  Consolidated EBITDA shall include the pro forma Consolidated
        EBITDA of any Person or business acquired for the applicable period preceding
        such acquisition, not to exceed four Fiscal Quarters, so long as the calculation
        thereof is done in a manner reasonably calculated to comply with GAAP and
        such
        calculation is detailed in the supporting calculations to each applicable
        Compliance Certificate as detailed and measured to the Administrative
        Agent’s
        reasonable
        satisfaction.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       “Consolidated
        Fixed
        Charges” shall mean, for the Borrower and its Subsidiaries for any
        period, the sum (without duplication) of (i) Consolidated Interest Expense
        during such period, (ii) scheduled principal payments required to be made
        on Consolidated Total Debt during such period, and (iii) cash dividends paid
        during such period.  Consolidated Fixed Charges
        shall include
        the pro forma Consolidated Fixed Charges of any Person or business acquired,
        annualized from the date of acquisition for a period not to exceed four fiscal
        quarters so long as the calculation thereof is done in a manner reasonably
        calculated to comply with GAAP and such calculation is detailed in the
        supporting calculations to each applicable Compliance Certificate as detailed
        and measured to the Administrative Agent's reasonable satisfaction.

       

      “Consolidated
        Interest
        Expense” shall mean, for the Borrower and its Subsidiaries for any period
        determined on a consolidated basis in accordance with GAAP, the sum of (i)
        total
        interest expense (net of interest income), including without limitation the
        interest component of any payments in respect of Capital Lease Obligations
        capitalized or expensed during such period (whether or not
        actually
        paid during such period) plus
(ii)
        the net amount
        payable (or minus the
        net amount receivable) under Hedging Transactions during such period (whether
        or
        not actually paid or received during such period).

       

      “Consolidated
        Net
        Income” shall mean, for the Borrower and its Subsidiaries for any period,
        the net income (or loss) of the Borrower and its Subsidiaries for such period
        determined on a consolidated basis in accordance with GAAP, but excluding
        therefrom (to the extent otherwise included therein) (i) any extraordinary
        gains or losses, (ii) any gains attributable to write-ups of assets or any
        losses attributable to the write-down of assets and (iii) any equity
        interest of the Borrower or any Subsidiary of the Borrower in the unremitted
        earnings of any Person that is not a Subsidiary.

       

      “Consolidated
        Total
        Debt” shall mean, as of any date, all Indebtedness of the Borrower and
        its Subsidiaries measured on a consolidated basis as of such date, but excluding
        Indebtedness of the type described in subsection (xi) of the definition thereto
        and Indebtedness described in Section
        7.1(j).  For purposes of determining the amount of attributed
        Indebtedness from Hedging Obligations, the “principal amount” of any Hedging
        Obligations at any time shall be the Net Mark-to-Market Exposure of such
        Hedging
        Obligations.

       

      “Default”
shall
        mean
        any condition or event that, with the giving of notice or the lapse of time
        or
        both, would constitute an Event of Default.

       

      “Default
        Interest”
shall have the meaning set forth in Section
        2.14(c).

       

      “Disqualified
        Stock” shall mean any Capital Stock which, by its terms (or by the terms
        of any security or instrument into which it is convertible or for which it
        is
        exchangeable), or upon the happening of any event, (a) matures or is mandatorily
        redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
        at the option of the holder thereof, in whole or in part, or requires the
        payment of any cash dividend or any other scheduled payment constituting
        a
        return of capital, in each case at any time on or prior to the first anniversary
        of the Revolving Commitment Termination Date, or (b) is convertible into
        or
        exchangeable (unless at the sole option of the issuer thereof) for (i)
        Indebtedness or (ii) any Capital Stock referred to in clause (a) above, in
        each
        case at any time prior to the first anniversary of the Revolving Commitment
        Termination Date.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Dollar(s)”
and
        the
        sign “$” shall mean lawful money of the United States of America.

       

      “Domestic
        Subsidiary” shall mean
a direct or
        indirect Subsidiary of a Borrower organized in the United
        States, the District of Columbia or any territory thereof.

       

      “Environmental
        Laws”
shall mean all laws, rules, regulations, codes, ordinances, orders,
        decrees,
        judgments, injunctions, notices or binding agreements issued, promulgated
        or
        entered into by or with any Governmental Authority, relating in any way to
        the
        environment, preservation or reclamation of natural resources or the management,
        Release or threatened Release of any Hazardous Material.

       

      “Environmental
        Liability” shall mean any liability, contingent or otherwise (including
        any liability for damages, costs of environmental investigation and remediation,
        costs of administrative oversight, fines, natural resource damages, penalties
        or
        indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
        from or based upon (i) any actual or alleged violation of any Environmental
        Law,
        (ii) the generation, use, handling, transportation, storage, treatment or
        disposal of any Hazardous Materials, (iii) any actual or alleged exposure
        to any
        Hazardous Materials, (iv) the Release or threatened Release of any Hazardous
        Materials or (v) any contract, agreement or other consensual arrangement
        pursuant to which liability is assumed or imposed with respect to any of
        the
        foregoing.

       

      “ERISA”
shall
        mean the
        Employee Retirement Income Security Act of 1974, as amended from time to
        time,
        and any successor statute.

       

      “ERISA
        Affiliate”
shall mean any trade or business (whether or not incorporated), which,
        together
        with the Borrower, is treated as a single employer under Section 414(b) or
        (c)
        of the Code or, solely for the purposes of Section 302 of ERISA and Section
        412
        of the Code, is treated as a single employer under Section 414 of the
        Code.

       

      “ERISA
        Event” shall mean
        (i) any
“reportable event”, as defined in Section 4043 of ERISA or the regulations
        issued thereunder with respect to a Plan (other than an event for which the
        30-day notice period is waived); (ii) the existence with respect to any Plan
        of
        an “accumulated funding deficiency” (as defined in Section 412 of the Code or
        Section 302 of ERISA), whether or not waived; (iii) the filing pursuant to
        Section 412(d) of the Code or Section 303(d) of ERISA of an application for
        a
        waiver of the minimum funding standard with respect to any Plan; (iv) the
        incurrence by the Borrower or any of its ERISA Affiliates of any liability
        under
        Title IV of ERISA with respect to the termination of any Plan; (v) the receipt
        by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator
        appointed by the PBGC of any notice relating to an intention to terminate
        any
        Plan or Plans or to appoint a trustee to administer any Plan; (vi) the
        incurrence by the Borrower or any of its ERISA Affiliates of any liability
        with
        respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
        Plan; or (vii) the receipt by the Borrower or any ERISA Affiliate of any
        notice,
        or the receipt by any Multiemployer Plan from the Borrower or any ERISA
        Affiliate of any notice, concerning the imposition of Withdrawal Liability
        or a
        determination that a Multiemployer Plan is, or is expected to be, insolvent
        or
        in reorganization, within the meaning of Title IV of ERISA.

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Eurodollar”
when
        used
        in reference to any Loan or Borrowing, refers to whether such Loan, or the
        Loans
        comprising such Borrowing, bears interest at a rate determined by reference
        to
        the Adjusted LIBO Rate.

       

      “Eurodollar
        Reserve
        Percentage” shall mean the aggregate of the maximum reserve percentages
        (including, without limitation, any emergency, supplemental, special or other
        marginal reserves) expressed as a decimal (rounded upwards to the next
        1/100th
        of 1%)
        in effect on any day to which the Administrative Agent is subject with respect
        to the Adjusted LIBO Rate pursuant to regulations issued by the Board of
        Governors of the Federal Reserve System (or any Governmental Authority
        succeeding to any of its principal functions) with respect to eurocurrency
        funding (currently referred to as “eurocurrency liabilities” under Regulation
        D).  Eurodollar Loans shall be deemed to constitute eurocurrency
        funding and to be subject to such reserve requirements without benefit of
        or
        credit for proration, exemptions or offsets that may be available from time
        to
        time to any Lender under Regulation D.  The Eurodollar Reserve
        Percentage shall be adjusted automatically on and as of the effective date
        of
        any change in any reserve percentage.

       

      “Event
        of Default”
shall have the meaning provided in Article 8.

       

      “Excluded
        Taxes” shall
        mean with respect to the Administrative Agent, any Lender, the Issuing Bank
        or
        any other recipient of any payment to be made by or on account of any obligation
        of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
        by) its net income by the United States of America, or by the jurisdiction
        under
        the laws of which such recipient is organized or in which its principal office
        is located or, in the case of any Lender, in which its applicable lending
        office
        is located, (b) any branch profits taxes imposed by the United States of
        America
        or any similar tax imposed by any other jurisdiction in which any Lender
        is
        located and (c) in the case of a Foreign Lender, any withholding tax that
        (i) is
        imposed on amounts payable to such Foreign Lender at the time such Foreign
        Lender becomes a party to this Agreement, (ii) is imposed on amounts payable
        to
        such Foreign Lender at any time that such Foreign Lender designates a new
        lending office, other than taxes that have accrued prior to the designation
        of
        such lending office that are otherwise not Excluded Taxes, or (iii) is
        attributable to such Foreign Lender’s failure to comply with Section
        2.21(f).

       

      “Existing
        Letters of
        Credit” means the letters of credit issued and outstanding under the
        Existing Credit Agreement as set forth on Schedule
        2.23.

       

      “Federal
        Funds Rate”
shall mean, for any day, the rate per annum (rounded upwards, if necessary,
        to
        the next 1/100th
        of 1%)
        equal to the weighted average of the rates on overnight Federal funds
        transactions with member banks of the Federal Reserve System arranged by
        Federal
        funds brokers, as published by the Federal Reserve Bank of New York on the
        next
        succeeding Business Day or if such rate is not so published for any Business
        Day, the Federal Funds Rate for such day shall be the average rounded upwards,
        if necessary, to the next 1/100th of 1% of the quotations for such day on
        such
        transactions received by the Administrative Agent from three Federal funds
        brokers of recognized standing selected by the Administrative
        Agent.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Fee
        Letter” shall mean that
        certain fee letter, dated as of December [18], 2007, executed by SunTrust
        Robinson Humphrey, Inc. and SunTrust Bank and accepted by
        Borrower.

       

      “Fiscal
        Quarter” shall
        mean any fiscal quarter of the Borrower.

       

      “Fiscal
        Year” shall mean any fiscal
        year of the Borrower.

       

      “Fixed
        Charge Coverage
        Ratio” shall mean, as of any date, the ratio of (a) Consolidated EBITDA
less the actual
        amount
        of Capital Expenditures by the Borrower and its Subsidiaries and the actual
        amount of federal, state and local income taxes paid by the Borrower and
        its
        Subsidiaries to (b) Consolidated Fixed Charges, in each case measured for
        the
        four consecutive Fiscal Quarters ending on or immediately prior to such
        date.

       

      “Foreign
        Lender” shall
        mean any Lender that is not a United States person under Section 7701(a)(30)
        of
        the Code.

       

      “Foreign
        Subsidiary” shall mean any
        Subsidiary that is organized under the laws of a jurisdiction other than
        one of
        the fifty states of the United Statesor
        the District of Columbia.

       

      “GAAP”
shall
        mean
        generally accepted accounting principles in the United States applied on
        a
        consistent basis and subject to the terms of Section
        1.3.

       

      “Government”
shall
        mean the United States of Americaor
        any agency or instrumentality
        thereof.

       

      “Government
        Contract” means any
        contract with the Government under which the Borrower or any Subsidiary is
        a
        prime contractor or a subcontractor.

       

      “Governmental
        Authority” shall mean the government of the United States of America, any
        other nation or any political subdivision thereof, whether state or local,
        and
        any agency, authority, instrumentality, regulatory body, court, central bank
        or
        other entity exercising executive, legislative, judicial, taxing, regulatory
        or
        administrative powers or functions of or pertaining to government.

       

      “Guarantee”
of
        or by
        any Person (the “guarantor”) shall
        mean any obligation, contingent or otherwise, of the guarantor guaranteeing
        or
        having the economic effect of guaranteeing any Indebtedness or other obligation
        of any other Person (the “primary obligor”) in
        any manner, whether directly or indirectly and including any obligation,
        direct
        or indirect, of the guarantor (i) to purchase or pay (or advance or supply
        funds
        for the purchase or payment of) such Indebtedness or other obligation or
        to
        purchase (or to advance or supply funds for the purchase of) any security
        for
        the payment thereof, (ii) to purchase or lease property, securities or services
        for the purpose of assuring the owner of such Indebtedness or other obligation
        of the payment thereof, (iii) to maintain working capital, equity capital
        or any
        other financial statement condition or liquidity of the primary obligor so
        as to
        enable the primary obligor to pay such Indebtedness or other obligation or
        (iv)
        as an account party in respect of any letter of credit or letter of guaranty
        issued in support of such Indebtedness or obligation; provided, that
        the
        term “Guarantee” shall not include endorsements for collection or deposits in
        the ordinary course of business.  The amount of any Guarantee shall be
        deemed to be an amount equal to the stated or determinable amount of the
        primary
        obligation in respect of which Guarantee is made or, if not so stated or
        determinable, the maximum reasonably anticipated liability in respect thereof
        (assuming such Person is required to perform thereunder) as determined by
        such
        Person in good faith.  The term “Guarantee” used as a verb has a
        corresponding meaning.

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Hazardous
        Materials”
shall mean all explosive or radioactive substances or wastes and all
        hazardous
        or toxic substances, wastes or other pollutants, including petroleum or
        petroleum distillates, asbestos or asbestos containing materials,
        polychlorinated biphenyls, radon gas, infectious or medical wastes and all
        other
        substances or wastes of any nature regulated pursuant to any Environmental
        Law.

       

      “Hedging
        Obligations”
of any Person shall mean any and all obligations of such Person, whether
        absolute or contingent and howsoever and whensoever created, arising, evidenced
        or acquired under (i) any and all Hedging Transactions, (ii) any and all
        cancellations, buy backs, reversals, terminations or assignments of any Hedging
        Transactions and (iii) any and all renewals, extensions and modifications
        of any
        Hedging Transactions and any and all substitutions for any Hedging
        Transactions.

       

      “Hedging
        Transaction”
of any Person shall mean (a) any transaction (including an agreement
        with
        respect to any such transaction) now existing or hereafter entered into by
        such
        Person that is a rate swap transaction, swap option, basis swap, forward
        rate
        transaction, commodity swap, commodity option, equity or equity index swap
        or
        option, bond option, interest rate option, foreign exchange transaction,
        cap
        transaction, floor transaction, collar transaction, currency swap transaction,
        cross-currency rate swap transaction, currency option, spot transaction,
        credit
        protection transaction, credit swap, credit default swap, credit default
        option,
        total return swap, credit spread  transaction, repurchase transaction,
        reverse repurchase transaction, buy/sell-back transaction, securities lending
        transaction,  or any other similar transaction (including any option
        with respect to any of these transactions) or any combination thereof, whether
        or not any such transaction is governed by or subject to any master agreement
        and (b) any and all transactions of any kind, and the related confirmations,
        which are subject to the terms and conditions of, or governed by, any form
        of
        master agreement published by the International Swaps and Derivatives
        Association, Inc., any International Foreign Exchange Master Agreement, or
        any
        other master agreement (any such master agreement, together with any related
        schedules, a “Master
        Agreement”), including any such obligations or liabilities under any
        Master Agreement.

       

      “Indebtedness”
of
        any
        Person shall mean, without duplication (i) all obligations of such Person
        for borrowed money, (ii) all obligations of such Person evidenced by bonds,
        debentures, notes or other similar instruments, (iii) all obligations of
        such
        Person in respect of the deferred purchase price of property or services
        (other
        than trade payables incurred in the ordinary course of business on terms
        customary in the trade or consistent with past practices; provided, that
        for
        purposes of Section
        8.1(g),
        trade payables overdue by more than 120 days shall be included in this
        definition except to the extent that any of such trade payables are being
        disputed in good faith and by appropriate measures), (iv) all obligations
        of
        such Person under any conditional sale or other title retention agreement(s)
        relating to property acquired by such Person, (v) all Capital Lease
        Obligations of such Person, (vi) all obligations, contingent or otherwise,
        of
        such Person in respect of letters of credit, acceptances or similar extensions
        of credit, (vii) all Guarantees of such Person of the type of Indebtedness
        described in clauses (i) through (vi) above and (xi) below, (viii) all
        Indebtedness of a third party secured by any Lien on property owned by such
        Person, whether or not such Indebtedness has been assumed by such Person,
        (ix)
        all obligations of such Person, contingent or otherwise, to purchase, redeem,
        retire or otherwise acquire for value any common stock of such Person, (x)
        Off-Balance Sheet Liabilities and (xi) all Hedging Obligations.  The
        Indebtedness of any Person shall include the Indebtedness of any partnership
        or
        joint venture in which such Person is a general partner or a joint venturer,
        except to the extent that the terms of such Indebtedness provide that such
        Person is not liable therefor.  “Indebtedness” shall not include the
        obligation of a Person to make payments after the closing of an acquisition
        or
        merger which are based on financial or performance metrics of the acquisition
        or
        merger target or for consulting, noncompetition or nonsolicitation agreements
        unless required to be reflected as a liability of such Person on such Person’s
        balance sheet in accordance with GAAP.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      “Indemnified
        Taxes”
shall mean Taxes other than Excluded Taxes.

       

      “Index
        Rate” means
        that rate per annum effective on any Index Rate Determination Date which
        is
        equal to the quotient of:

       

      (i)
        the rate per annum equal to the
        offered rate for deposits in U.S. dollars for a one (1) month period, which
        rate
        appears on that page of Bloomberg reporting service, or such similar service
        as
        determined by the Administrative Agent, that displays British Bankers’
Association interest settlement rates for deposits in U.S. Dollars, as of
        11:00
        A.M. (London, England time) two (2) Business Days prior to the Index Rate
        Determination Date; provided, that if no such offered rate appears on such
        page,
        the rate used for such period will be the per annum rate of interest determined
        by the Administrative Agent to be the rate at which U.S. dollar deposits
        for
        such period, are offered to the Administrative Agent in the London Inter-Bank
        Market as of 11:00 A.M. (London, England time), on the day which is two (2)
        Business Days prior to the Index Rate Determination Date, divided
        by

       

      (ii)
        a percentage equal to 1.00 minus
        the maximum reserve percentages (including any emergency, supplemental, special
        or other marginal reserves) expressed as a decimal (rounded upward to the
        next
        1/100th of 1%) in effect on any day to which the Administrative Agent is
        subject
        with respect to any Index Rate Loan pursuant to regulations issued by the
        Board
        of Governors of the Federal Reserve System with respect to eurocurrency funding
        (currently referred to as “eurocurrency liabilities” under Regulation
        D).  This percentage will be adjusted automatically on and as of the
        effective date of any change in any reserve percentage.

       

      “Index
        Rate Borrowing”
and “Index Rate
        Loan” when used in reference to any Loan or Borrowing, refers to whether
        such Loan, or the Loans comprising such Borrowing, bears interest at a rate
        determined by reference to the Index Rate.

       

      “Index
        Rate Determination
        Date” means the Closing Date and the first Business Day of each calendar
        month thereafter.

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      “Information
        Memorandum” shall mean, individually and collectively, any Confidential
        Information Memorandum prepared by the Arranger and approved by the Borrower
        in
        connection with a request for Additional Commitment Amounts, relating to
        the
        Borrower and the transactions contemplated by this Agreement and the other
        Loan
        Documents.

       

      “Insignificant
        Subsidiary” shall mean at any time any direct or indirect Subsidiary of
        the Borrower having: (a) assets in an amount less than 2% of the total assets
        of
        the Borrower and its Subsidiaries determined on a consolidated basis as of
        the
        last day of each of the two Fiscal Quarters most recently ended as of or
        prior
        to such time; or (b) revenues in an amount less than 2% of the total revenues
        of
        the Borrower and its Subsidiaries on a consolidated basis for the 12-month
        period ending on the last day of each of the two Fiscal Quarters most recently
        ended as of or prior to such time.

       

      “Intercompany
        Note”
shall mean one or more promissory notes, in the form delivered to
        the
        Administrative Agent on the Closing Date or otherwise in form and substance
        satisfactory to the Administrative Agent, collectively evidencing any and
        all
        intercompany indebtedness by and among the Borrower, each other Loan Party
        and
        each Subsidiary that is not a Loan Party, which promissory note(s), to the
        extent amounts thereunder are owing to the Borrower or another Loan Party,
        shall
        be pledged by the Borrower and the other Loan Parties to the Administrative
        Agent, for the benefit of the Lenders, pursuant to the Security Agreement
        as a
        Pledged Note (as therein defined), and with the obligations of the Borrower
        and
        the other Loan Parties thereunder subordinated to the Obligations on terms
        and
        conditions satisfactory to the Administrative Agent in its sole
        discretion.

       

      “Interest
        Period”
shall mean, with respect to (i) any Swingline Borrowing, such period
        as the
        Swingline Lender and the Borrower shall mutually agree and (ii) any Eurodollar
        Borrowing, a period of one, two, three or six months; provided,
        that:

       

      (i)           
        the initial Interest Period for such Borrowing shall commence on the date
        of
        such Borrowing (including the date of any conversion from a Borrowing of
        another
        Type), and each Interest Period occurring thereafter in respect of such
        Borrowing shall commence on the day on which the next preceding Interest
        Period
        expires;

       

      (ii)           
        if any Interest Period would otherwise end on a day other than a Business
        Day,
        such Interest Period shall be extended to the next succeeding Business Day,
        unless such Business Day falls in another calendar month, in which case such
        Interest Period would end on the next preceding Business Day;

       

      (iii)           
        any Interest Period which begins on the last Business Day of a calendar month
        or
        on a day for which there is no numerically corresponding day in the calendar
        month at the end of such Interest Period shall end on the last Business Day
        of
        such calendar month; and

       

      (iv)           
        no Interest Period may extend beyond the Revolving Commitment Termination
        Date.

       

      “Issuing
        Bank” shall
        mean SunTrust Bank or any other Lender, each in its capacity as an issuer
        of
        Letters of Credit pursuant to Section
        2.23.

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      “LC
        Commitment” shall
        mean that portion of the Aggregate Revolving Commitment Amount that may be
        used
        by the Borrower for the issuance of Letters of Credit in an aggregate face
        amount not to exceed $25,000,000.

       

      “LC
        Disbursement”
shall mean a payment made by the Issuing Bank pursuant to a Letter
        of
        Credit.

       

      “LC
        Documents” shall
        mean all applications, agreements and instruments relating to the Letters
        of
        Credit (but excluding the Letters of Credit).

       

      “LC
        Exposure” shall
        mean, at any time, the sum of (i) the aggregate undrawn amount of all
        outstanding Letters of Credit at such time, plus (ii) the aggregate
        amount of all LC Disbursements that have not been reimbursed by or on behalf
        of
        the Borrower at such time.  The LC Exposure of any Lender shall be its
        Pro Rata Share of the total LC Exposure at such time.

       

      “Lenders”
shall
        have
        the meaning assigned to such term in the opening paragraph of this Agreement
        and
        shall include, where appropriate, the Swingline Lender and each Additional
        Lender that joins this Agreement pursuant to Section
        2.24.

       

      “Letter
        of Credit”
shall mean any stand-by letter of credit issued pursuant to Section
        2.23 by the
        Issuing Bank for the account of the Borrower pursuant to the LC Commitment
        and
        the Existing Letters of Credit.

       

      “Leverage
        Ratio” shall
        mean, as of any date, the ratio of (i) Consolidated Total Debt as of such
        date
        to (ii) Consolidated EBITDA for the four consecutive Fiscal Quarters ending
        on
        or immediately prior to such date.

       

      “LIBOR”
shall
        mean,
        for any Interest Period with respect to a Eurodollar Loan, the rate per annum
        (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
        Reuters
        Screen LIBOR01 Page (or any successor page) as the London interbank offered
        rate
        for deposits in Dollars at approximately 11:00 a.m. (London time) two Business
        Days prior to the first day of such Interest Period for a term comparable
        to
        such Interest Period. If for any reason such rate is not available, LIBOR
        shall
        be, for any Interest Period, the rate per annum reasonably determined by
        the
        Agent as the rate of interest at which Dollar deposits in the approximate
        amount
        of the Eurodollar Loan comprising part of such borrowing would be offered
        by the
        Agent to major banks in the London interbank Eurodollar market at their request
        at or about 10:00 a.m. (New York time) two Business Days prior to the first
        day
        of such Interest Period for a term comparable to such Interest
        Period.

       

      “Lien”
shall
        mean any
        mortgage, pledge, security interest, lien (statutory or otherwise), charge,
        encumbrance, hypothecation, assignment, deposit arrangement, or other
        arrangement having the practical effect of the foregoing or any preference,
        priority or other security agreement or preferential arrangement of any kind
        or
        nature whatsoever (including any conditional sale or other title retention
        agreement and any capital lease having the same economic effect as any of
        the
        foregoing).  For the avoidance of doubt, precautionary UCC filings in
        respect of operating leases shall not be deemed to be Liens.

       

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      “Loan
        Documents” shall
        mean, collectively, this Agreement, the Notes (if any), the LC Documents,
        the
        Subsidiary Guaranty Agreement, the Security Documents (including the Pledge
        Agreement), all Notices of Borrowing, all Notices of Conversion/Continuation,
        all Compliance Certificates and any and all other instruments, agreements,
        documents and writings executed in connection with any of the
        foregoing.

       

      “Loan
        Parties” shall
        mean the Borrower and the Subsidiary Loan Parties.

       

      “Loans”
shall
        mean all
        Revolving Loans and Swingline Loans in the aggregate or any of them, as the
        context shall require.

       

      “Material
        Adverse
        Effect” shall mean, with respect to any event, act, condition or
        occurrence of whatever nature (including any adverse determination in any
        litigation, arbitration, or governmental investigation or proceeding), whether
        singularly or in conjunction with any other event or events, act or acts,
        condition or conditions, occurrence or occurrences whether or not related,
        a
        material adverse change in, or a material adverse effect on, (i) the
        business, results of operations, financial condition, assets or liabilities
        of
        the Borrower and its Subsidiaries taken as a whole, (ii) the rights and
        remedies of the Administrative Agent, the Issuing Bank, Swingline Lender
        and the
        Lenders under any of the Loan Documents, or (iii) the legality, validity
        or
        enforceability of any of the Loan Documents.

       

      “Material
        Contract” means any
        contract or other arrangement (other than the Loan Documents), whether written
        or oral, to which theBorrower
        or any Subsidiary is
        a party
        (a) resulting in annual gross
        revenuesof more than 5% of
        the annual
        consolidated gross revenues of the Borrower and its Subsidiaries, or (b)
        as to
        which the breach, nonperformance, cancellation or failure to renew by any
        party
        thereto could reasonably be expected to have a Material Adverse
        Effect.

       

      “Material
        Indebtedness” shall mean Indebtedness (other than the Loans and Letters
        of Credit) and Hedging Obligations of the Borrower or any of its Subsidiaries,
        individually or in an aggregate principal amount exceeding
        $5,000,000.  For purposes of determining the amount of attributed
        Indebtedness from Hedging Obligations, the “principal amount” of any Hedging
        Obligations at any time shall be the Net Mark-to-Market Exposure of such
        Hedging
        Obligations.

       

      “Material
        Subsidiary”
shall mean at any time any direct or indirect Subsidiary of the Borrower
        having:
        (a) assets in an amount equal to at least 5% of the total assets of the Borrower
        and its Subsidiaries determined on a consolidated basis as of the last day
        of
        each of the two Fiscal Quarters most recently ended as of or prior to such
        time;
        or (b) revenues in an amount equal to at least 5% of the total revenues of
        the
        Borrower and its Subsidiaries on a consolidated basis for the 12-month period
        ending on the last day of each of the two Fiscal Quarters most recently ended
        as
        of or prior to such time.

       

      “McLean
        Property”
shall mean the real property and improvements thereon owned by the
        Borrower and
        located at 1356 Beverly Road, McLean, Virginia, having an approximate appraised
        value of $5,000,000.

       

      “Moody’s”
shall
        mean
        Moody’s Investors Service, Inc.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      “Multiemployer
        Plan”
shall have the meaning set forth in Section 4001(a)(3) of
        ERISA.

       

      “Net
        Cash
        Proceeds” means proceeds
        received in cash from (a) any sale or dispositions of property, net of (i)
        the
        out-of-pocket cash costs, fees and expenses paid or required to be paid in
        connection therewith (including reasonable and customary broker’s fees or
        commissions and reasonable and customary legal fees), (ii) taxes paid or
        reasonably estimated to be payable in connection therewith (including transfer
        and similar taxes), (iii) amounts provided and maintained in an escrow account
        or maintained as a reserve against any liabilities under any indemnification
        obligations or purchase price adjustment associated with such sale or
        disposition (provided that,
        to the extent and at the time any such
        amounts are released from such reserve, such amounts shall constitute Net
        Cash
        Proceeds), and (iv) any amount required to be paid or prepaid on Indebtedness
        (other than the Obligations and Indebtedness owing to any Affiliate) secured
        by
        the property subject thereto (together with any accrued and unpaid interest
        thereon, premium or penalty or other amount payable with respect thereto)
        or (b)
        any incurrence of Indebtedness, net of actual and reasonable broker’s, advisor’s
        and investment banking fees and other reasonable out-of-pocket underwriting
        discounts, commissions and other reasonable out-of-pocket cash costs, fees
        and
        expenses, in each case incurred in connection with such transaction;
provided,
however,
        that any such proceeds received by any
        Subsidiary of the Borrower that is not a wholly-owned Subsidiary of the Borrower
        shall constitute “Net
        Cash
        Proceeds” only to the
        extent of the aggregate direct and indirect beneficial ownership interest
        of the
        Borrower therein; provided,
further,
        that none of the listed costs, fees,
        discounts or expenses will be deducted to the extent the same are payable
        to
        Affiliates.

       

      “Net
        Mark-to-Market
        Exposure” of any Person shall mean, as of any date of determination with
        respect to any Hedging Obligation, the excess (if any) of all unrealized
        losses
        over all unrealized profits of such Person arising from such Hedging
        Obligation.  “Unrealized losses” shall mean the fair market value of
        the cost to such Person of replacing the Hedging Transaction giving rise
        to such
        Hedging Obligation as of the date of determination (assuming the Hedging
        Transaction were to be terminated as of that date), and “unrealized profits”
means the fair market value of the gain to such Person of replacing such
        Hedging
        Transaction as of the date of determination (assuming such Hedging Transaction
        were to be terminated as of that date).

       

      “Notes”
shall
        mean,
        collectively, the Revolving Credit Notes and the Swingline Note.

       

      “Notices
        of Borrowing”
shall mean, collectively, the Notices of Revolving Borrowing and the
        Notices of
        Swingline Borrowing.

       

      “Notice
        of
        Conversion/Continuation” shall mean the notice given by the Borrower to
        the Administrative Agent in respect of the conversion or continuation of
        an
        outstanding Borrowing as provided in Section
        2.8(b).

       

      “Notice
        of Revolving
        Borrowing” shall have the meaning as set forth in Section
        2.3.

       

      “Obligations”
shall
        mean (a) all amounts owing by the Borrower to the Administrative Agent, the
        Issuing Bank or any Lender (including the Swingline Lender) pursuant to or
        in
        connection with this Agreement or any other Loan Document or otherwise with
        respect to any Loan or Letter of Credit, including without limitation, all
        principal, interest (including any interest accruing after the filing of
        any
        petition in bankruptcy or the commencement of any insolvency, reorganization
        or
        like proceeding relating to the Borrower, whether or not a claim for post-filing
        or post-petition interest is allowed in such proceeding), all reimbursement
        obligations, fees, expenses, indemnification and reimbursement payments,
        costs
        and expenses (including all fees and expenses of counsel to the Administrative
        Agent, the Issuing Bank and any Lender (including the Swingline Lender) incurred
        pursuant to this Agreement or any other Loan Document), whether direct or
        indirect, absolute or contingent, liquidated or unliquidated, now existing
        or
        hereafter arising hereunder or thereunder, (b) all Hedging Obligations owed
        by any Loan Party to any Lender or Affiliate of any Lender, (c) all
        Treasury Management Obligations, and (d) all obligations and indebtedness
        of the
        Borrower or any other Loan Party under corporate card agreements, arrangements
        or programs (including, without limitation, purchasing and travel and
        entertainment card agreements, arrangements or programs) maintained with
        any
        Lender, together with all renewals, extensions, modifications or refinancings
        of
        any of the foregoing.

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      “Off-Balance
        Sheet
        Liabilities” of any Person shall mean (i) any repurchase obligation or
        liability of such Person with respect to accounts or notes receivable sold
        by
        such Person, (ii) any liability of such Person under any sale and leaseback
        transactions that do not create a liability on the balance sheet of such
        Person,
        (iii) any Synthetic Lease Obligation or (iv) any obligation arising with
        respect
        to any other transaction which is the functional equivalent of or takes the
        place of borrowing but which does not constitute a liability on the balance
        sheet of such Person.

       

      “OSHA”
shall
        mean the Occupational Safety and
        Health Act of 1970, as amended from time to time, and any successor
        statute.

       

      “Other
        Taxes” shall
        mean any and all present or future stamp or documentary taxes or any other
        excise or property taxes, charges or similar levies arising from any payment
        made hereunder or from the execution, delivery or enforcement of, or otherwise
        with respect to, this Agreement or any other Loan Document.

       

      “Participant”
shall
        have
        the meaning set forth in Section
        10.4(d).

       

      “Payment
        Office” shall
        mean the office of the Administrative Agent located at 303 Peachtree Street,
        N.E., Atlanta, Georgia 30308, or such other location as to which the
        Administrative Agent shall have given written notice to the Borrower and
        the
        other Lenders.

       

      “PBGC”
shall
        mean the
        Pension Benefit Guaranty Corporation referred to and defined in ERISA, and
        any
        successor entity performing similar functions.

       

      “Permitted
        Acquisition” shall mean an acquisition by the Borrower or any of its
        Subsidiaries of a majority or minority of the Capital Stock of another entity,
        or the assets of another entity or a division or other business segment or
        unit
        thereof, whether through purchase, merger, or other business combination
        or
        transaction, provided that (i) the entity or business so acquired is in the
        same line of business as the Borrower and its Subsidiaries or a business
        reasonably related or incidental thereto, (ii) such acquisition is
        initiated and effected on a non-hostile basis, (iii) at least 10 Business
        Days prior to the consummation of such transaction, the Borrower shall give
        written notice of such transaction to the Administrative Agent (the “Acquisition Notice”),
        which shall include either (x) the final acquisition agreement or the then
        current draft of the acquisition agreement or (y) a reasonably detailed
        description of the material terms of such Permitted Acquisition (including,
        without limitation, the purchase price and method and structure of payment),
        (iv) on the date of such acquisition and after giving effect thereto, no
        Default or Event of Default shall have occurred and be continuing, and all
        representations and warranties shall be and remain true and correct in all
        material aspects (other than such representations as are stated to be made
        as of
        a particular date, which representations shall be true and correct in all
        material respects as of such date), (v) after giving effect to such
        acquisition, the Borrower and its Subsidiaries shall otherwise be in compliance,
        on a Pro Forma Basis, with all financial and negative covenants contained
        in
Articles 6 and
7
        of this
        Agreement, which shall be recomputed as of the day of the most recently ended
        fiscal quarter (for which financial statements are required to have been
        delivered), and the Borrower shall have delivered to the Administrative Agent
        a
        certificate of the chief financial officer or treasurer to such effect; and
        (vi) the entity so acquired and/or the Borrower and its Subsidiaries
        acquiring any assets shall be solvent after giving effect to such acquisition
        and shall have executed and delivered all guarantees, collateral agreements
        and
        related documents required under the Loan Documents; provided, further, that
        no
        acquisition shall be effected without the prior written approval of the
        Administrative Agent and the Required Lenders where the total consideration
        paid
        (including all Indebtedness incurred or assumed (but excluding any common
        Capital Stock of the Borrower issued or delivered as consideration)) (x)
        exceeds
        $20,000,000 in any single transaction or series of related transactions,
        or (y)
        when taken together with all other acquisitions effected during the same
        Fiscal
        Year, exceeds $45,000,000.

       

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      “Permitted
        Encumbrances” shall mean:

       

      (i)           
        Liens imposed by law for taxes or other governmental charges not yet due
        or
        which are being contested in good faith by appropriate proceedings and with
        respect to which adequate reserves are being maintained in accordance with
        GAAP;

       

      (ii)           
        statutory Liens of landlords, suppliers, carriers, warehousemen, mechanics,
        materialmen and similar Liens arising by operation of law in the ordinary
        course
        of business for amounts not yet due or which are being contested in good
        faith
        by appropriate proceedings and with respect to which adequate reserves are
        being
        maintained in accordance with GAAP;

       

      (iii)           
        Liens, pledges and deposits made in the ordinary course of business in
        compliance with workers’ compensation, unemployment insurance and other social
        security laws or regulations;

       

      (iv)           
        Liens and deposits to secure the performance of bids, trade contracts, leases,
        statutory obligations, surety and appeal bonds, performance bonds and other
        obligations of a like nature, in each case in the ordinary course of
        business;

       

      (v)           
        judgment and attachment liens not giving rise to an Event of Default or Liens
        created by or existing from any litigation or legal proceeding that are
        currently being contested in good faith by appropriate proceedings and with
        respect to which adequate reserves are being maintained in accordance with
        GAAP;

       

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      (vi)           
        easements, zoning restrictions, defects in title, licenses, reservations,
        restrictions, covenants, rights-of-way and similar encumbrances on real property
        imposed by law or arising in the ordinary course of business that do not
        secure
        any monetary obligations and do not materially impair the value or marketability
        of the affected real property or materially interfere with the ordinary conduct
        of business of the Borrower and its Subsidiaries taken as a whole;

       

      (vii)           
        Liens of a collection bank on items in the course of collection arising under
        Section 4-208 of the UCC as in effect in the State of New York or any similar
        section under any applicable UCC or any similar Requirement of Law of any
        foreign jurisdiction;

       

      (viii)                      
        leases (other than capital leases) to which any Loan Party is a party as
        lessee
        made in the ordinary course of business and the title and interest of a lessor
        or sublessor in and to personal property leased or subleased (other than
        through
        a capital lease), in each case extending only to such personal
        property;

       

      (ix)           
        non-consensual statutory Liens and rights of setoff of financial institutions
        over deposit accounts held at such financial institutions to the extent such
        Liens or rights of setoff secure or allow setoff against amounts owing for
        fees
        and expenses relating to the applicable deposit account;

       

      (x)           
        non-exclusive licenses of Intellectual Property (as defined in the Security
        Agreement) granted by the Borrower or any of its Subsidiaries in the ordinary
        course of business and not interfering in any material respect with the ordinary
        conduct of business of the Borrower and its Subsidiaries, taken as a
        whole;

       

      (xi)           
        possessory Liens in favor of brokers and dealers arising in connection with
        the
        acquisition or disposition of Investments permitted by this Agreement; provided that such
        Liens (i) attach only to such Investments and (ii) secure only obligations
        incurred in the ordinary course and arising in connection with the acquisition
        or disposition of such Investments and not any obligation in connection with
        margin financing or otherwise; and

       

      (xii)           
        trustees’ Liens granted pursuant to any indenture governing any Indebtedness not
        otherwise prohibited by this Agreement in favor of the trustee under such
        indenture and securing only obligations to pay compensation to such trustee,
        to
        reimburse its expenses and to indemnify it under the terms thereof.

       

      “Permitted
        Investments” shall mean:

       

      (i)           
        direct obligations of, or obligations the principal of and interest on which
        are
        unconditionally guaranteed by, the United States (or by any agency thereof
        to
        the extent such obligations are backed by the full faith and credit of the
        United States), in each case maturing within one year from the date of
        acquisition thereof;

       

      (ii)           
        (a) debt securities with a maturity of 365 days or less issued by any member
        nation of the European Union, Switzerland, Canada or any of its provinces,
        Australia or any other country whose debt securities are rated by S&P and
        Moody’s A-1 or P-1, or the equivalent thereof (if a short-term debt rating is
        provided by either) or at least AA or AA2, or the equivalent thereof (if
        a
        long-term unsecured debt rating is provided by either) (each such jurisdiction,
        an “Approved
        Jurisdiction”) or any agency or instrumentality of an Approved
        Jurisdiction, provided that the
        full faith and credit of the Approved Jurisdiction is pledged in support
        of such
        debt securities or such debt securities constitute a general obligation of
        the
        Approved Jurisdiction, (b) debt securities in an aggregate principal amount
        not
        to exceed $1,000,000 with a maturity of 365 days or less issued by any nation
        in
        which any Subsidiary of US Borrower have cash which is the subject of
        restrictions on export or any agency or instrumentality of such nation, provided that the
        full faith and credit of such nation is pledged in support of such debt
        securities or such debt securities constitute a general obligation of such
        nation and (c) shares of any money market fund that (1) has substantially
        all of
        its assets invested continuously in the types of investments referred to
        in
        clauses (a) or (b) above, (2) has net assets in excess of $500,000,000 and
        (3)
        has obtained from either S&P or Moody's the highest rating obtainable for
        such a money market fund in the relevant country;

       

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      (iii)           
        commercial paper having a rating, at the time of acquisition thereof, by
        S&P
        of at least A-1 or by Moody’s of at least P-1 and in either case maturing within
        six months from the date of acquisition thereof;

       

      (iv)           
        certificates of deposit, bankers’ acceptances and time deposits maturing within
        180 days of the date of acquisition thereof issued or guaranteed by or placed
        with, and money market deposit accounts issued or offered by, any domestic
        office of any commercial bank organized under the laws of the United States
        or
        any state thereof which has a combined capital and surplus and undivided
        profits
        of not less than $500,000,000;

       

      (v)           
        fully collateralized repurchase agreements with a term of not more than 30
        days
        for securities described in clause (i) above and entered into with a financial
        institution satisfying the criteria described in clause (iii)
        above;

       

      (vi)           
        mutual funds investing solely in any one or more of the Permitted Investments
        described in clauses (i) through (iv) above;

       

      (vii)           
        shares of money market, mutual or similar funds having net assets in excess
        of
        $500,000,000 maturing or being due or payable in full not more than 180 days
        after acquisition thereof and the investments of which are limited to investment
        grade securities (i.e., securities rated at least Baa1 by Moody’s or at least
        BBB+ by S&P);

       

      (viii)                      
        auction rate securities with an interest reset date not more than 180 days
        after
        acquisition thereof and rated at least Aa3 by Moody’s or at least AA- by
        S&P; and

       

      (ix)           
        variable rate demand notes rated at least Aa3 by Moody’s or at least AA- by
        S&P.

       

      “Permitted
        Refinancing” means, with respect to any Indebtedness for borrowed money,
        extensions, renewals, and replacements of any such Indebtedness that do not
        increase the outstanding principal amount thereof (immediately prior to giving
        effect to such extension, renewal or replacement) or shorten the maturity
        or the
        weighted average life thereof.

       

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

       

      “Person”
shall
        mean
        any individual, partnership, firm, corporation, association, joint venture,
        limited liability company, trust or other entity, or any Governmental
        Authority.

       

      “Plan”
shall
        mean any
        employee pension benefit plan (other than a Multiemployer Plan) subject to
        the
        provisions of Title IV of ERISA or Section 412 of the Code or Section 302
        of
        ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or,
        if
        such plan were terminated, would under Section 4069 of ERISA be deemed to
        be) an
“employer” as defined in Section 3(5) of ERISA.

       

      “Pledge
        Agreement”
shall mean that certain Pledge Agreement, dated as of the date hereof
        and
        substantially in the form of Exhibit H, executed
        by the Borrower and each Subsidiary Loan Party that owns any Capital Stock
        of
        another Subsidiary, in favor of the Administrative Agent for the benefit
        of the
        Lenders, pursuant to which such Loan Parties shall pledge all of the Capital
        Stock of its Domestic Subsidiaries and 65% of the Capital Stock of its direct
        Foreign Subsidiaries, in each case, as amended, restated, supplemented or
        otherwise modified from time to time.

       

      “Pro
        Forma
        Basis” means, with respect
        to any determination on any date of (a) the Leverage Ratio, (b) the
        Fixed Charge Coverage Ratio, (c) Consolidated EBITDA, (d) Consolidated
        Interest Expense, or (e) any financial calculation included within or
        required to be made in connection with such terms, that each Permitted Acquisition
        (or other
        acquisition of a Person approved by the Required Lenders) occurring within the
        period of four
        Fiscal Quarters for which such determination is being made shall include
        or
        exclude, as the case may be, those components of such ratios or calculations
        attributable to any business or assets that have been acquired (including
        through mergers or consolidations) during such period, on a pro formabasis
        for such period as if each such
        Permitted Acquisition (or other acquisition of a Person approved by the Required
        Lenders) had been consummated (and any Indebtedness incurred or repaid in
        connection therewith had been incurred or repaid, as the case may be) on
        the
        first day of such period, based on historical results accounted for in
        accordance with GAAP, and provided that such components to be so attributed
        shall have been approved by the Administrative Agent in its reasonable
        discretion.

       

      “Pro
        Rata Share” shall
        mean with respect to any Commitment of any Lender at any time, a percentage,
        the
        numerator of which shall be such Lender’s Commitment (or if such Commitments
        have been terminated or expired or the Loans have been declared to be due
        and
        payable, such Lender’s Revolving Credit Exposure), and the denominator of which
        shall be the sum of such Commitments of all Lenders (or if such Commitments
        have
        been terminated or expired or the Loans have been declared to be due and
        payable, all Revolving Credit Exposure of all Lenders).

       

      “Regulation D”
        shall mean Regulation D of the Board of Governors of the Federal Reserve
        System, as the same may be in effect from time to time, and any successor
        regulations.

       

      “Related
        Parties”
shall mean, with respect to any specified Person, such Person’s Affiliates and
        the respective directors, officers, employees, agents and advisors of such
        Person and such Person’s Affiliates.

       

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      “Release”
shall
        mean
        any release, spill, emission, leaking, dumping, injection, pouring, deposit,
        disposal, discharge, dispersal, leaching or migration into the environment
        (including ambient air, surface water, groundwater, land surface or subsurface
        strata) or within any building, structure, facility or fixture.

       

      “Required
        Lenders”
shall mean, at any time, Lenders holding more than 51% of the aggregate
        outstanding Revolving Commitments at such time or if the Lenders have no
        Revolving Commitments outstanding, then Lenders holding more than 51% of
        the
        Revolving Credit Exposure; provided that,
        notwithstanding the foregoing, in no
        event shall “Required Lenders” mean less than two Lenders if there are then at
        least two Lenders.

       

      “Requirement
        of Law” for any Person
        shall mean the articles or certificate of incorporation, bylaws, partnership
        certificate and agreement, or limited liability company certificate of
        organization and agreement, as the case may be, and other organizational
        and
        governing documents of such Person, and any law, treaty, rule or regulation,
        or
        determination of a Governmental Authority, in each case applicable to or
        binding
        upon such Person or any of its property or to which such Person or any of
        its
        property is subject.

       

      “Responsible
        Officer”
shall mean any of the president, the chief executive officer, the
        chief
        operating officer, the chief financial officer, the treasurer or a vice
        president of the Borrower or such other representative of the Borrower as
        may be
        designated in writing by any one of the foregoing with the consent of the
        Administrative Agent; and, with respect to the financial covenants only,
        the
        chief executive officer or the chief financial officer of the
        Borrower.

       

      “Restricted
        Payment”
shall have the meaning set forth in Section
        7.5.

       

      “Revolving
        Commitment”
shall mean, with respect to each Lender, the obligation of such Lender
        to make
        Revolving Loans to the Borrower and to participate in Letters of Credit and
        Swingline Loans in an aggregate principal amount not exceeding the amount
        set
        forth with respect to such Lender on Schedule II, as such
        schedule may be amended pursuant to Section 2.24, or in
        the case of a Person becoming a Lender after the Closing Date through an
        assignment of an existing Revolving Commitment, the amount of the assigned
        “Revolving Commitment” as provided in the Assignment and Assumption executed by
        such Person as an assignee, as the same may be increased or deceased pursuant
        to
        terms hereof.

       

      “Revolving
        Commitment
        Termination Date” shall mean (i) January 25, 2013, (ii) the
        date on which the Revolving Commitments are terminated pursuant to Section 2.9 and
        (iii) the date on which all amounts outstanding under this Agreement have
        been declared or have automatically become due and payable (whether by
        acceleration or otherwise).

       

      “Revolving
        Credit
        Exposure” shall mean, with respect to any Lender at any time, the sum of
        the outstanding principal amount of such Lender’s Revolving Loans, LC Exposure
        and Swingline Exposure.

       

      “Revolving
        Credit
        Note” shall mean a promissory note of the Borrower payable to the order
        of a requesting Lender in the principal amount of such Lender’s Revolving
        Commitment, in substantially the form of Exhibit
        A.

       

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      “Revolving
        Loan” shall
        mean a loan made by a Lender (other than the Swingline Lender) to the Borrower
        under its Revolving Commitment, which may either be a Base Rate Loan, an
        Index
        Rate Loan or a Eurodollar Loan.

       

      “Security
        Agreement”
shall mean the Security Agreement, dated as of the date hereof and
        substantially
        in the form of Exhibit
        G, made by the Borrower and all Domestic Subsidiaries of the Borrower
        that are Material Subsidiaries in favor of the Administrative Agent for the
        benefit of the Lenders.

       

      “Security
        Documents” shall mean the Pledge Agreement, the Security Agreement and
        each of the security agreements, mortgages and other instruments and documents
        executed and
        delivered pursuant thereto or pursuant to Section
        5.12.

       

      “S&P”
shall
        mean
        Standard & Poor’s, a Division of the McGraw-Hill Companies.

       

      “Subsidiary”
shall
        mean, with respect to any Person (the “parent”), any
        corporation, partnership, joint venture, limited liability company, association
        or other entity the accounts of which would be consolidated with those of
        the
        parent in the parent’s consolidated financial statements if such financial
        statements were prepared in accordance with GAAP as of such date, as well
        as any
        other corporation, partnership, joint venture, limited liability company,
        association or other entity (i) of which securities or other ownership interests
        representing more than 50% of the equity or more than 50% of the ordinary
        voting
        power, or in the case of a partnership, more than 50% of the general partnership
        interests are, as of such date, owned, controlled or held, or (ii) that is,
        as
        of such date, otherwise controlled (within the meaning of GAAP), by the parent
        or one or more subsidiaries of the parent or by the parent and one or more
        subsidiaries of the parent.  Unless otherwise indicated, all
        references to “Subsidiary” hereunder shall mean a Subsidiary of the
        Borrower.

       

      “Subsidiary
        Guaranty
        Agreement” shall mean the Subsidiary Guaranty Agreement, dated as of the
        date hereof and substantially in the form of Exhibit F, made
        by
        all Domestic Subsidiaries of the Borrower that are Material Subsidiaries
        in
        favor of the Administrative Agent for the benefit of the Lenders.

       

      “Subsidiary
        Guaranty
        Supplement” shall mean each supplement substantially in the form of Schedule
        II to the
        Subsidiary Guaranty Agreement executed and delivered by a Subsidiary of the
        Borrower pursuant to Section
        5.11.

       

      “Subsidiary
        Loan
        Party” shall mean any Subsidiary that executes or becomes a party to the
        Subsidiary Guaranty Agreement.

       

      “Swingline
        Commitment”
shall mean the commitment of the Swingline Lender to make Swingline
        Loans in an
        aggregate principal amount at any time outstanding not to exceed $5,000,000.

       

      “Swingline
        Exposure”
shall mean, with respect to each Lender, the principal amount of the
        Swingline
        Loans in which such Lender is legally obligated either to make a Base Rate
        Loan
        or to purchase a participation in accordance with Section 2.4, which
        shall equal such Lender’s Pro Rata Share of all outstanding Swingline
        Loans.

       

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      “Swingline
        Lender”
shall mean SunTrust Bank, or any other Lender that may agree to make
        Swingline
        Loans hereunder.

       

      “Swingline
        Loan” shall
        mean a loan made to the Borrower by the Swingline Lender under the Swingline
        Commitment.

       

      “Swingline
        Note” shall
        mean the promissory note of the Borrower payable to the order of the Swingline
        Lender in the principal amount of the Swingline Commitment, substantially
        the
        form of Exhibit
        D.

       

      “Swingline
        Rate” shall
        mean, for any Interest Period, the rate as offered by the Swingline Lender
        and
        accepted by the Borrower.  The Borrower is under no obligation to
        accept this rate, and the Swingline Lender is under no obligation to provide
        it.

       

      “Synthetic
        Lease”
shall mean a lease transaction under which the parties intend that
        (i) the lease
        will be treated as an “operating lease” by the lessee pursuant to Statement of
        Financial Accounting Standards No. 13, as amended and (ii) the lessee will
        be
        entitled to various tax and other benefits ordinarily available to owners
        (as
        opposed to lessees) of like property.

       

      “Synthetic
        Lease Obligations” shall
        mean, with respect to any Person, the sum of (i) all remaining rental
        obligations of such Person as lessee under Synthetic Leases which are
        attributable to principal and, without duplication, (ii) all rental and purchase
        price payment obligations of such Person under such Synthetic Leases assuming
        such Person exercises the option to purchase the lease property at the end
        of
        the lease term.

       

      “Taxes”
shall
        mean any
        and all present or future taxes, levies, imposts, duties, deductions, charges
        or
        withholdings imposed by any Governmental Authority.

       

      “Treasury
        Management
        Obligations”
        shall
        mean, collectively, all obligations and other liabilities of any Loan Parties
        pursuant to any agreements governing the provision to such Loan Parties of
        treasury or cash management services, including deposit accounts, funds
        transfer, automated clearing house, zero balance accounts, returned check
        concentration, controlled disbursement, lockbox, account reconciliation and
        reporting and trade finance services.

       

      “Type”,
        when used in
        reference to a Loan or Borrowing, refers to whether the rate of interest
        on such
        Loan, or on the Loans comprising such Borrowing, is determined by reference
        to
        the Adjusted LIBO Rate, the Index Rate or the Base Rate.

       

      “Withdrawal
        Liability”
shall mean liability to a Multiemployer Plan as a result of a complete
        or
        partial withdrawal from such Multiemployer Plan, as such terms are defined
        in
        Part I of Subtitle E of Title IV of ERISA.

       

      Section
        1.2.                                
Classifications
        of Revolving Loans and Borrowings.  For purposes of this
        Agreement, Loans may be classified and referred to by Class (e.g. a “Revolving
        Loan”) or by Type (e.g. a “Eurodollar Loan,” “Index Rate Loan” or “Base Rate
        Loan”) or by Class and Type (e.g. “Revolving Eurodollar
        Loan”).  Borrowings also may be classified and referred to by Class
        (e.g. “Revolving Borrowing”) or by Type (e.g. “Eurodollar Borrowing”) or by
        Class and Type (e.g. “ Revolving Eurodollar Borrowing”).

       

       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

       

      Section
        1.3.                                
Accounting
        Terms and Determination.  Unless otherwise defined or specified
        herein, all accounting terms used herein shall be interpreted, all accounting
        determinations hereunder shall be made, and all financial statements required
        to
        be delivered hereunder shall be prepared, in accordance with GAAP as in effect
        from time to time, applied on a basis consistent with the most recent audited
        consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided,
        that if the
        Borrower notifies the Administrative Agent that the Borrower wishes to amend
        any
        covenant in Article
        6 to eliminate the effect of any change in GAAP on the operation of
        such
        covenant (or if the Administrative Agent notifies the Borrower that the Required
        Lenders wish to amend Article 6 for such
        purpose), then the Borrower’s compliance with such covenant shall be determined
        on the basis of GAAP in effect immediately before the relevant change in
        GAAP
        became effective, until either such notice is withdrawn or such covenant
        is
        amended in a manner satisfactory to the Borrower and the Required
        Lenders.  All
        calculations of (a) Leverage Ratio, (b) Fixed Charge Coverage Ratio,
        (c) Consolidated EBITDA, (d) Consolidated Interest Expense and (e) each
        financial calculation included within or required to be made in connection
        with
        any such terms shall be made on a Pro Forma Basis.

       

      Section
        1.4.                                
Terms
        Generally. The definitions
        of terms
        herein shall apply equally to the singular and plural forms of the terms
        defined.  Whenever the context may require, any pronoun shall include
        the corresponding masculine, feminine and neuter forms.  The words
“include”, “includes” and “including” shall be deemed to be followed by the
        phrase “without limitation”.  The word “will” shall be construed to
        have the same meaning and effect as the word “shall”.  In the
        computation of periods of time from a specified date to a later specified
        date,
        the word “from” means “from and including” and the word “to” means “to but
        excluding”.  Unless the context requires otherwise (i) any definition
        of or reference to any agreement, instrument or other document herein shall
        be
        construed as referring to such agreement, instrument or other document as
        it was
        originally executed or as it may from time to time be amended, restated,
        supplemented or otherwise modified (subject to any restrictions on such
        amendments, supplements or modifications set forth herein), (ii) any reference
        herein to any Person shall be construed to include such Person’s successors and
        permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words
        of similar import shall be construed to refer to this Agreement as a whole
        and
        not to any particular provision hereof, (iv) all references to Articles,
        Sections, Exhibits and Schedules shall be construed to refer to Articles,
        Sections, Exhibits and Schedules to this Agreement and (v) all references
        to a specific time shall be construed to refer to the time in the city and
        state
        of the Administrative Agent’s principal office, unless otherwise
        indicated.

       

      ARTICLE
        2

       

      AMOUNT
        AND
        TERMS OF THE COMMITMENTS

       

      Section
        2.1.                                
General
        Description of Facilities.  Subject to and upon the terms and
        conditions herein set forth, (i) the Lenders hereby establish in favor of
        the Borrower a revolving credit facility pursuant to which each Lender severally
        agrees (to the extent of such Lender’s Revolving Commitment) to make Revolving
        Loans to the Borrower in accordance with Section 2.2,
        (ii) the Issuing Bank agrees to issue Letters of Credit in accordance with
Section 2.23,
        (iii) the Swingline Lender agrees to make Swingline Loans in accordance
        with Section
        2.4, and (iv) each Lender agrees to purchase a participation
        interest in the Letters of Credit and the Swingline Loans pursuant to the
        terms
        and conditions hereof; provided, that
        in no
        event shall the aggregate principal amount of all outstanding Revolving Loans,
        Swingline Loans and outstanding LC Exposure exceed at any time the Aggregate
        Revolving Commitment Amount from time to time in effect.

       

       

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Section
        2.2.                                
Revolving
        Loans.  Subject to the terms and conditions set forth herein,
        each Lender severally agrees to make Revolving Loans, ratably in proportion
        to
        its Pro Rata Share, to the Borrower, from time to time during the Availability Period,
        in
        an aggregate principal amount outstanding at any time that will not result
        in
        (a) such Lender’s Revolving Credit Exposure exceeding such Lender’s Revolving
        Commitment or (b) the sum of the aggregate Revolving Credit Exposures of
        all
        Lenders exceeding the Aggregate Revolving Commitment Amount.  During
        the Availability Period, the Borrower shall be entitled to borrow, prepay
        and
        reborrow Revolving Loans in accordance with the terms and conditions of this
        Agreement; provided, that
        the
        Borrower may not borrow or reborrow should there exist a Default or Event
        of
        Default.

       

      Section
        2.3.                                
Procedure
        for Revolving Borrowings.  The Borrower shall give the
        Administrative Agent written notice (or telephonic notice promptly confirmed
        in
        writing) of each Revolving Borrowing substantially in the form of Exhibit 2.3 (a “Notice
        of Revolving
        Borrowing”) (x) prior to 11:00 a.m. (New York time) on the same Business
        Day as the requested date of each Base Rate Borrowing or Index Rate Borrowing
        and (y) prior to 11:00 a.m. (New York time) three (3) Business Days prior
        to the
        requested date of each Eurodollar Borrowing.  Each Notice of Revolving
        Borrowing shall be irrevocable and shall specify: (i)
        the
        aggregate principal amount of such Borrowing, (ii) the date of such Borrowing
        (which shall be a Business Day), (iii) the Type of such Revolving Loan
        comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing,
        the
        duration of the initial Interest Period applicable thereto (subject to the
        provisions of the definition of Interest Period).  Each Revolving
        Borrowing shall consist entirely of Base Rate Revolving Loans, Index Rate
        Revolving Loans or Eurodollar Revolving Loans, as the Borrower may request,
        provided, that
        on the Closing Date all Revolving Loans shall be Index Rate Revolving
        Loans.  The aggregate principal amount of each Eurodollar Borrowing
        shall be not less than $100,000 or a larger multiple of $100,000, and the
        aggregate principal amount of each Base Rate Borrowing and Index Rate Borrowing
        shall not be less than $50,000 or a larger multiple of $50,000; provided, that
        Index
        Rate Revolving Loans or Base Rate Revolving Loans, respectively, made pursuant
        to Section 2.4
        or Section
        2.23(d) may be made in lesser amounts as provided therein.  At
        no time shall the total number of Eurodollar Borrowings outstanding at any
        time
        exceed five.  Promptly following the receipt of a Notice of Revolving
        Borrowing in accordance herewith, the Administrative Agent shall advise each
        Lender of the details thereof and the amount of such Lender’s Revolving Loan to
        be made as part of the requested Revolving Borrowing.

       

      Section
        2.4.                        
Swingline
        Commitment.

       

      (a)             
        Subject to the terms and conditions set forth herein, the Swingline Lender
        agrees to make Swingline Loans to the Borrower, from time to time during
        the
        Availability Period, in an aggregate principal amount outstanding at any
        time
        not to exceed the lesser of (i) the Swingline Commitment then in effect and
        (ii)
        the difference between the Aggregate Revolving Commitment Amount and the
        aggregate Revolving Credit Exposures of all Lenders; provided, that
        the
        Swingline Lender shall not be required to make a Swingline Loan to refinance
        an
        outstanding Swingline Loan.  The Borrower shall be entitled to borrow,
        repay and reborrow Swingline Loans in accordance with the terms and conditions
        of this Agreement.

       

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (b)             
        The Swingline Lender agrees to
        make Swingline Loans to the Borrower from time to time in accordance with
        the
        treasury and cash management services and products provided to the Borrower
        by
        the Swingline Lender (the
“Cash
        Management Swingline Loans”).  For
        other Swingline Loans,
        the Borrower
        shall give the Administrative Agent written notice (or telephonic notice
        promptly confirmed in writing) of each Swingline Borrowing substantially
        in the
        form of Exhibit
        2.4 attached hereto (“Notice
        of Swingline
        Borrowing”) prior to 11:00 a.m. (New York time) on the requested date of
        each Swingline Borrowing.  Each Notice of Swingline Borrowing shall be
        irrevocable and shall specify: (i) the principal amount of such Swingline
        Loan,
        (ii) the date of such Swingline Loan (which shall be a Business Day) and
        (iii)
        the account of the Borrower to which the proceeds of such Swingline Loan
        should
        be credited.  The Administrative Agent will promptly advise the
        Swingline Lender of each Notice of Swingline Borrowing.  Each
        Swingline Loan shall be an Index Rate Loan, or, if an agreement as to such
        rate
        has been reached, shall accrue interest at the Swingline Rate with an Interest
        Period (subject to the definition thereof) as agreed between the Borrower
        and
        the Swingline Lender.  The aggregate principal amount of each
        Swingline Loan (other than Cash Management Swingline Loans) shall be not
        less
        than $100,000 or a
        larger multiple of $50,000, or such other minimum amounts agreed to by the
        Swingline Lender and the Borrower.  The Swingline Lender will make the
        proceeds of each Swingline Loan available to the Borrower in Dollars in
        immediately available funds at the account specified by the Borrower in the
        applicable Notice of Swingline Borrowing not later than 1:00 p.m. (New York
        time) on the requested date of such Swingline Loan.

       

      (c)             
        The Swingline Lender, at any time and from time to time in its sole discretion,
        may, on behalf of the Borrower (which hereby irrevocably authorizes and directs
        the Swingline Lender to act on its behalf), give a Notice of Revolving Borrowing
        to the Administrative Agent requesting the Lenders (including the Swingline
        Lender) to make Base Rate Loans in an amount equal to the unpaid principal
        amount of any Swingline Loan. Each Lender will make the proceeds of its Base
        Rate Loan included in such Borrowing available to the Administrative Agent
        for
        the account of the Swingline Lender in accordance with Section 2.7, which
        will be used solely for the repayment of such Swingline Loan.

       

      (d)             
        If for any reason a Base Rate Borrowing may not be (as determined in the
        sole
        discretion of the Administrative Agent), or is not, made in accordance with
        the
        foregoing provisions, then each Lender (other than the Swingline Lender)
        shall
        purchase an undivided participating interest in such Swingline Loan in an
        amount
        equal to its Pro Rata Share thereof on the date that such Base Rate Borrowing
        should have occurred. On the date of such required purchase, each Lender
        shall
        promptly transfer, in immediately available funds, the amount of its
        participating interest to the Administrative Agent for the account of the
        Swingline Lender. If such Swingline Loan bears interest at a rate other than
        the
        Base Rate, such Swingline Loan shall automatically become a Base Rate Loan
        on
        the effective date of any such participation and interest shall become payable
        on demand.

       

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      (e)           
        Each Lender’s obligation to make a Base Rate Loan pursuant to Section 2.4(c)
        or to purchase the
        participating interests pursuant to Section 2.4(d)
        shall be absolute
        and unconditional and shall not be affected by any circumstance, including
        without limitation (i) any setoff, counterclaim, recoupment, defense or other
        right that such Lender or any other Person may have or claim against the
        Swingline Lender, the Borrower or any other Person for any reason whatsoever,
        (ii) the existence of a Default or an Event of Default or the termination
        of any
        Lender’s Revolving Commitment, (iii) the existence (or alleged existence) of any
        event or condition which has had or could reasonably be expected to have
        a
        Material Adverse Effect, (iv) any breach of this Agreement or any other Loan
        Document by the Borrower, the Administrative Agent or any Lender or (v) any
        other circumstance, happening or event whatsoever, whether or not similar
        to any
        of the foregoing.  If such amount is not in fact made available to the
        Swingline Lender by any Lender, the Swingline Lender shall be entitled to
        recover such amount on demand from such Lender, together with accrued interest
        thereon for each day from the date of demand thereof (i) at the Federal Funds
        Rate until the second Business Day after such demand and (ii) at the Base
        Rate
        at all times thereafter.  Until such time as such Lender makes its
        required payment, the Swingline Lender shall be deemed to continue to have
        outstanding Swingline Loans in the amount of the unpaid participation for
        all
        purposes of the Loan Documents.  In addition, such Lender shall be
        deemed to have assigned any and all payments made of principal and interest
        on
        its Loans and any other amounts due to it hereunder, to the Swingline Lender
        to
        fund the amount of such Lender’s participation interest in such Swingline Loans
        that such Lender failed to fund pursuant to this Section 2.4, until
        such amount has been purchased in full.

       

      Section
        2.5.                                
Reserved.

       

      Section
        2.6.                                
Reserved.  

       

      Section
        2.7.                                
Funding
        of Borrowings.

       

      (a)           
        Each Lender will make available each Revolving Loan to be made by it hereunder
        on the proposed date thereof by wire transfer in immediately available funds
        by
        2:00 p.m. (New York time) to the Administrative Agent at the Payment Office;
        provided, that the Swingline Loans will be made as set forth in Section
        2.4.  The Administrative Agent will make such Loans available
        to the Borrower by promptly crediting the amounts that it receives, in like
        funds by the close of business on such proposed date, to an account maintained
        by the Borrower with the Administrative Agent or at the Borrower’s option, by
        effecting a wire transfer of such amounts to an account designated by the
        Borrower to the Administrative Agent.

       

      (b)           
        Unless the Administrative Agent shall have been notified by any Lender prior
        to
        5:00 p.m. (New York time) one (1) Business Day prior to the date of a Borrowing
        in which such Lender is to participate that such Lender will not make available
        to the Administrative Agent such Lender’s share of such Borrowing, the
        Administrative Agent may assume that such Lender has made such amount available
        to the Administrative Agent on such date, and the Administrative Agent, in
        reliance on such assumption, may make available to the Borrower on such date
        a
        corresponding amount.  If such corresponding amount is not in fact
        made available to the Administrative Agent by such Lender on the date of
        such
        Borrowing, the Administrative Agent shall be entitled to recover such
        corresponding amount on demand from such Lender together with interest at
        the
        Federal Funds Rate until the second Business Day after such demand and
        thereafter at the Base Rate.  If such Lender does not pay such
        corresponding amount forthwith upon the Administrative Agent’s demand therefor,
        the Administrative Agent shall promptly notify the Borrower, and the Borrower
        shall immediately pay such corresponding amount to the Administrative Agent
        together with interest at the rate specified for such
        Borrowing.  Nothing in this subsection shall be deemed to relieve any
        Lender from its obligation to fund its Pro Rata Share of any Borrowing hereunder
        or to prejudice any rights which the Borrower may have against any Lender
        as a
        result of any default by such Lender hereunder.

       

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

       

      (c)           
        All Revolving Borrowings shall be made by the Lenders on the basis of their
        respective Pro Rata Shares. No Lender shall be responsible for any default
        by
        any other Lender in its obligations hereunder, and each Lender shall be
        obligated to make its Loans provided to be made by it hereunder, regardless
        of
        the failure of any other Lender to make its Loans hereunder.

       

      Section
        2.8.                                
Interest
        Elections.

       

      (a)           
        On the Closing Date, each Revolving Loan shall be an Index Rate Revolving
        Loan.
        After the Closing Date, each Borrowing initially shall be of the Type specified
        in the applicable Notice of Borrowing, and in the case of a Eurodollar
        Borrowing, shall have an initial Interest Period as specified in such Notice
        of
        Borrowing. Thereafter, the Borrower may elect to convert such Borrowing into
        a
        different Type or to continue such Borrowing, and in the case of a Eurodollar
        Borrowing, may elect Interest Periods therefor, all as provided in this Section
        2.8.  The Borrower may elect different options with respect to
        different portions of the affected Borrowing, in which case each such portion
        shall be allocated ratably among the Lenders holding Loans comprising such
        Borrowing, and the Loans comprising each such portion shall be considered
        a
        separate Borrowing.  This Section shall not apply to Swingline
        Borrowings, which may not be converted or continued.

       

      (b)           
        To make an election pursuant to this Section 2.8, the
        Borrower shall give the Administrative Agent prior written notice (or telephonic
        notice promptly confirmed in writing) of each Borrowing substantially in
        the
        form of Exhibit
        2.8 attached hereto (a “Notice
        of
        Conversion/Continuation”) that is to be converted or continued, as the
        case may be, (x) prior to 10:00 a.m. (New York time) on the same Business
        Day as
        the requested date of a conversion into a Base Rate Borrowing or an Index
        Rate
        Borrowing and (y) prior to 11:00 a.m. (New York time) three (3) Business
        Days
        prior to a continuation of or conversion into a Eurodollar
        Borrowing.  Each such Notice of Conversion/Continuation shall be
        irrevocable and shall specify (i) the Borrowing to which such Notice of
        Continuation/Conversion applies and if different options are being elected
        with
        respect to different portions thereof, the portions thereof that are to be
        allocated to each resulting Borrowing (in which case the information to be
        specified pursuant to clauses (iii) and (iv) shall be specified for each
        resulting Borrowing); (ii) the effective date of the election made pursuant
        to
        such Notice of Continuation/Conversion, which shall be a Business Day, (iii)
        whether the resulting Borrowing is to be a Base Rate Borrowing, an Index
        Rate
        Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing
        is to
        be a Eurodollar Borrowing, the Interest Period applicable thereto after giving
        effect to such election, which shall be a period contemplated by the definition
        of “Interest Period”.  If any such Notice of Continuation/Conversion
        requests a Eurodollar Borrowing but does not specify an Interest Period,
        the
        Borrower shall be deemed to have selected an Interest Period of one
        month.  The principal amount of any resulting Borrowing shall satisfy
        the minimum borrowing amount for Eurodollar Borrowings, Index Rate Borrowings
        and Base Rate Borrowings set forth in Section
        2.3.

       

       

      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

       

      (c)           
        If, on the expiration of any Interest Period in respect of any Eurodollar
        Borrowing, the Borrower shall have failed to deliver a Notice of
        Conversion/Continuation, then, unless such Borrowing is repaid as provided
        herein, the Borrower shall be deemed to have elected to convert such Borrowing
        to a Base Rate Borrowing. No Borrowing may be converted into, or continued
        as, a
        Eurodollar Borrowing if a Default or an Event of Default exists, unless the
        Required Lenders shall have otherwise consented in writing. No conversion
        of any
        Eurodollar Loans shall be permitted except on the last day of the Interest
        Period in respect thereof.

       

      (d)           
        Upon receipt of any Notice of Conversion/Continuation, the Administrative
        Agent
        shall promptly notify each Lender of the details thereof and of such Lender’s
        portion of each resulting Borrowing.

       

      (e)           
        If a Notice of Revolving Borrowing or a Notice of Conversion/Continuation
        does
        not specify a Type, the Borrower shall be deemed to have requested an Index
        Rate
        Borrowing with respect to the Revolving Loans.

       

      Section
        2.9.                                
Optional
        Reduction and Termination of Commitments.

       

      (a)           
        Unless previously terminated, all Revolving Commitments, Swingline Commitments
        and LC Commitments shall terminate on the Revolving Commitment Termination
        Date.

       

      (b)           
        Upon at least three (3) Business Days’ (or such lesser time as the
        Administrative Agent may agree in the case of the termination of this Agreement)
prior
        written notice (or
        telephonic notice promptly confirmed in writing) to the Administrative Agent
        (which notice shall be irrevocable), the Borrower may reduce the Aggregate
        Revolving Commitments in part or terminate the Aggregate Revolving Commitments
        in whole; provided, that
        (i)
        any partial reduction shall apply to reduce proportionately and permanently
        the
        Revolving Commitment of each Lender, (ii) any partial reduction pursuant
        to this
Section 2.9
        shall be in an amount of at least $1,000,000 and any larger multiple of
        $500,000, and (iii) no such reduction shall be permitted which would reduce
        the
        Aggregate Revolving Commitment Amount to an amount less than the outstanding
        Revolving Credit Exposures of all Lenders.  Any such reduction in the
        Aggregate Revolving Commitment Amount below the sum of the principal amount
        of
        the Swingline Commitment and the LC Commitment shall result in a proportionate
        reduction (rounded to the next lowest integral multiple of $100,000) in the
        Swingline Commitment and the LC Commitment.

       

      Section
        2.10.                                
Repayment
        of Loans.

       

      (a)           
        The outstanding principal amount of all Revolving Loans shall be due and
        payable
        (together with accrued and unpaid interest thereon) on the Revolving Commitment
        Termination Date.

       

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      (b)           
        The principal amount of each Swingline Borrowing shall be due and payable
        (together with accrued and unpaid interest thereon) on the earlier of (i)
        the
        last day of the Interest Period applicable to such Borrowing and (ii) the
        Revolving Commitment Termination Date.

       

      Section
        2.11.                                
Evidence
        of Indebtedness.

       

      (a)           
        Each Lender shall maintain in accordance with its usual practice appropriate
        records evidencing the Indebtedness of the Borrower to such Lender resulting
        from each Loan made by such Lender from time to time, including the amounts
        of
        principal and interest payable thereon and paid to such Lender from time
        to time
        under this Agreement. The Administrative Agent shall maintain appropriate records
        in
        which shall be recorded (i) the Revolving Commitment of each Lender, (ii)
        the
        amount of each Loan made hereunder by each Lender, the Class and Type thereof
        and the Interest Period applicable thereto, (iii) the date of each continuation
        thereof pursuant to Section 2.8, (iv)
        the
        date of each conversion of all or a portion thereof to another Type pursuant
        to
Section 2.8,
        (v) the date and amount of any principal or interest due and payable or to
        become due and payable from the Borrower to each Lender hereunder in respect
        of
        such Loans and (vi) both the date and amount of any sum received by the
        Administrative Agent hereunder from the Borrower in respect of the Loans
        and
        each Lender’s Pro Rata Share thereof.  The entries made in such
        records shall be prima facie
evidence of the
        existence and amounts of the obligations of the Borrower
        therein recorded, absent manifest error; provided, that
        the
        failure or delay of any Lender or the Administrative Agent in maintaining
        or
        making entries into any such record or any error therein shall not in any
        manner
        affect the obligation of the Borrower to repay the Loans (both principal
        and
        unpaid accrued interest) of such Lender in accordance with the terms of this
        Agreement.

       

      (b)           
        At the request of any Lender (including the Swingline Lender) at any time,
        the
        Borrower agrees that it will execute and deliver to such Lender, as applicable,
        a Revolving Credit Note and, in the case of the Swingline Lender only, a
        Swingline Note, payable to the order of such Lender.

       

      Section
        2.12.                                
Optional
        Prepayments.  The Borrower shall have the right at any time and
        from time to time to prepay any Borrowing, in whole or in part, without premium
        or penalty (but subject to the provisions of Section 2.20), by
        giving irrevocable written notice (or telephonic notice promptly confirmed
        in
        writing) to the Administrative Agent no later than 11:00 a.m. (New York time)
        on
        the Business Day of such prepayment, provided that no notice shall be required
        for the prepayment of any Cash Management Swingline Loans.  Each such
        notice shall be irrevocable and shall specify the proposed date of such
        prepayment and the principal amount of each Borrowing or portion thereof
        to be
        prepaid.  Upon receipt of any such notice, the Administrative Agent
        shall promptly notify each affected Lender of the contents thereof and of
        such
        Lender’s Pro Rata Share of any such prepayment.  If such notice is
        given, the aggregate amount specified in such notice shall be due and payable
        on
        the date designated in such notice, together with accrued interest to such
        date
        on the amount so prepaid in accordance with Section
        2.14(d).  Each partial prepayment of any Loan (other than a
        Swingline Loan) shall be in an amount that would be permitted in the case
        of an
        advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in
        the
        case of a Swingline Loan pursuant to Section
        2.4.  Each prepayment of a Borrowing shall be applied ratably
        to the Revolving Loans comprising such Borrowing.

       

       

      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

       

      Section
        2.13.                                
Mandatory
        Prepayments.

       

      (a)           
        Immediately upon receipt by the Borrower or any of its Subsidiaries of proceeds
        of any sale or disposition by the Borrower or such Subsidiary of any of its
        assets (excluding (i) sales permitted by Section 7.6 (other
        than clause (c) thereof), (ii) sales of assets the proceeds of which are
        invested into the businesses of the Borrower and its Subsidiaries within
        180
        days after such assets are sold and (iii) so long as no Event of Default
        has
        occurred and is continuing, other sales of assets of the Borrower or any
        of its
        Subsidiaries with an aggregate book value not to exceed $2,500,000 in any
        Fiscal
        Year) the Borrower shall prepay the Loans in an amount equal to the Net Cash
        Proceeds from such sale or disposition.  Any such prepayment shall be
        applied in accordance with Section 2.13(d)
        below.

       

      (b)           
        If the Borrower or any of its Subsidiaries issues any debt securities (other
        than Indebtedness permitted under Section 7.1) then
        no
        later than the Business Day following the date of receipt of the proceeds
        thereof, Borrower shall prepay the Loans in an amount equal to the Net Cash
        Proceeds thereof.  Any such prepayment shall be applied in accordance
        with Section
        2.13(d).

       

      (c)           
        Intentionally Deleted.

       

      (d)           
        Subject to Section
        8.2, any prepayments made by the Borrower pursuant to Sections
        2.13(a) or
(b)
        above shall
        be applied as follows: first, to
        Administrative Agent’s fees and reimbursable expenses then due and payable
        pursuant to any of the Loan Documents; second, to all
        other
        fees and reimbursable expenses of the Lenders and the Issuing Bank then due
        and
        payable pursuant to any of the Loan Documents, pro rata to the Lenders and
        the
        Issuing Bank based on their respective Pro Rata Shares of such fees and
        expenses; third, to interests
        then due and payable on the Loans made to Borrower, pro rata to the Lenders
        based on their respective Revolving Commitments; fourth, to the
        principal balance of the Swingline Loans, until the same shall have been
        paid in
        full, to the Swingline Lender; fifth, to the
        principal balance of the Revolving Loans, until the same shall have been
        paid in
        full, pro rata to the Lenders based on their respective Revolving Commitments
        and sixth, to
        cash collateralize the Letters of Credit in accordance with Section 2.23(g) in an
        amount in cash equal to the LC Exposure as of such date plus any accrued
        and
        unpaid fees thereon.  The Revolving Commitments of the Lenders shall
        be permanently reduced by the amount of any prepayments made pursuant to
        clauses
        fourth and fifth above; provided that no permanent reduction in the Revolving
        Commitments shall be made in connection with any prepayments made under Section 2.13(a) above
        if no Event of Default has occurred and is continuing, and no cash
        collateralization in accordance with clause sixth above
        shall be
        required if no Event of Default has occurred and is continuing.

       

      (e)           
        If at any time the Revolving Credit Exposure of all Lenders exceeds the
        Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.9 or
        otherwise, the Borrower shall immediately repay Swingline Loans and Revolving
        Loans in an amount equal to such excess, together with all accrued and unpaid
        interest on such excess amount and any amounts due under Section
        2.20.  Each prepayment shall be applied first to the Swingline
        Loans, to the full extent thereof, second to the Base Rate Loans to the full
        extent thereof, third to Index Rate Loans to the full extent thereof and
        finally
        to Eurodollar Loans to the full extent thereof.  If after giving
        effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving
        Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment
        Amount, the Borrower shall deposit in an account with the Administrative
        Agent,
        in the name of the Administrative Agent and for the benefit of the Issuing
        Bank
        and the Lenders, an amount in cash equal to such excess plus any accrued
        and
        unpaid fees thereon to be held as collateral for the LC
        Exposure.  Such account shall be administered in accordance with Section 2.23(g)
        hereof.

       

       

      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      

       

      Section
        2.14.                                
Interest
        on Loans.

       

      (a)           
        The Borrower shall pay interest on each Base Rate Loan at the Base Rate in
        effect from time to time and on each Eurodollar Loan at the Adjusted LIBO
        Rate
        for the applicable Interest Period in effect for such Loan, plus, in each case,
        the
        Applicable Margin in effect from time to time.  The Borrower shall pay
        interest on each Index Rate Loan at the Index Rate plus the Applicable Margin
        in
        effect from time to time.  The interest rate on Index Rate Loans shall
        be established based on the Index Rate in effect on the first Index Rate
        Determination Date, and shall be adjusted on each Index Rate Determination
        Date
        thereafter to reflect the Index Rate then in effect.

       

      (b)           
        The Borrower shall pay interest on each Swingline Loan at the Index Rate
        plus
        the Applicable Margin in effect from time to time, or if an agreement has
        been
        reached, the Borrower shall pay interest on each Swingline Loan at the Swingline
        Rate in effect from time to time.

       

      (c)           
        At the option of the Required Lenders, while an Event of Default exists (or
        automatically after acceleration), the Borrower shall pay interest (“Default Interest”)
        with respect to all Eurodollar Loans and at the rate otherwise applicable
        for
        the then-current Interest Period plus an additional
        2% per
        annum until the last day of such Interest Period, and thereafter, and with
        respect to all Index Rate Loans and Base Rate Loans (including all Swingline
        Loans) and all other Obligations hereunder (other than Loans), at an all-in
        rate
        in effect for Base Rate Loans, plus an additional
        2% per
        annum.

       

      (d)           
        Interest on the principal amount of all Loans shall accrue from and including
        the date such Loans are made to but excluding the date of any repayment thereof.
        Interest on all outstanding Base Rate Loans shall be payable quarterly in
        arrears on the last day of each March, June, September and December, and
        on the
        Revolving Commitment Termination Date. Interest on all outstanding Index
        Rate
        Loans shall be payable monthly in arrears on the last day of each calendar
        month, and on the Revolving Commitment Termination Date. Interest on all
        outstanding Eurodollar Loans shall be payable on the last day of each Interest
        Period applicable thereto, and, in the case of any Eurodollar Revolving Loans
        having an Interest Period in excess of three months, on each day which occurs
        every three months after the initial date of such Interest Period, and on
        the
        Revolving Commitment Termination Date. Interest on any Loan which is converted
        into a Loan of another Type or which is repaid or prepaid shall be payable
        on
        the date of such conversion or on the date of any such repayment or prepayment
        (on the amount repaid or prepaid) thereof. All Default Interest shall be
        payable
        on demand.

       

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

       

      (e)           
        The Administrative Agent shall determine each interest rate applicable to
        the
        Loans hereunder and shall promptly notify the Borrower and the Lenders of
        such
        rate in writing (or by telephone, promptly confirmed in writing). Any such
        determination shall be conclusive and binding for all purposes, absent manifest
        error.

       

      Section
        2.15.                                
Fees.

       

      (a)           
        The Borrower shall pay to the Administrative Agent for its own account fees
        in
        the amounts and at the times previously agreed upon in writing by the Borrower
        and the Administrative Agent.

       

      (b)           
        The Borrower agrees to pay to the Administrative Agent for the account of
        each
        Lender a commitment fee, which shall accrue at the Applicable Percentage
        per
        annum (determined daily in accordance with Schedule I) on the
        daily amount of the unused Revolving Commitment of such Lender during the
        Availability Period.  For purposes of computing commitment fees with
        respect to the Revolving Commitments, the Revolving Commitment of each Lender
        shall be deemed used to the extent of the outstanding Revolving Loans and
        LC
        Exposure, but not Swingline Exposure, of such Lender.

       

      (c)           
        The Borrower agrees to pay (i) to the Administrative Agent, for the account
        of
        each Lender, a letter of credit fee with respect to its participation in
        each
        Letter of Credit, which shall accrue at a rate per annum equal to the Applicable
        Margin for Eurodollar Loans then in effect on the average daily amount of
        such
        Lender’s LC Exposure attributable to such Letter of Credit during the period
        from and including the date of issuance of such Letter of Credit to but
        excluding the date on which such Letter of Credit expires or is drawn in
        full
        (including without limitation any LC Exposure that remains outstanding after
        the
        Revolving Commitment Termination Date) and (ii) to the Issuing Bank for its
        own
        account a fronting fee, which shall accrue at the rate of 0.125% per annum
        on
        the average daily amount of the LC Exposure (excluding any portion thereof
        attributable to unreimbursed LC Disbursements) during the Availability Period
        (or until the date that such Letter of Credit is irrevocably cancelled,
        whichever is later), as well as the Issuing Bank’s standard fees with respect to
        issuance, amendment, renewal or extension of any Letter of Credit or processing
        of drawings thereunder.  Notwithstanding the foregoing, if the
        Required Lenders elect to increase the interest rate on the Loans to the
        Default
        Interest pursuant to Section 2.14(c) or
        Default Interest is automatically imposed thereunder as a result of
        acceleration, the rate per annum used to calculate the letter of credit fee
        pursuant to clause (i) above shall automatically be increased by an additional
        2% per annum.

       

      (d)           
        The Borrower shall pay to the Administrative Agent, for the ratable benefit
        of
        each Lender, the upfront fee previously agreed upon by the Borrower and the
        Administrative Agent, which shall be due and payable on the Closing
        Date.

       

      (e)           
        Accrued fees under paragraphs (b) and (c) above shall be payable quarterly in
        arrears on the last day of each March, June, September and December, commencing
        on March 31, 2008, and on the Revolving Commitment Termination Date (and
        if
        later, the date the Loans and LC Exposure shall be repaid in their entirety);
        providedfurther,
        that any
        such fees accruing after the Revolving Commitment Termination Date shall
        be
        payable on demand.

       

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      

       

      Section
        2.16.                                
Computation
        of Interest and Fees. All
        computations of
        interest and fees hereunder shall be made on the basis of a year of
        360 days for the actual number of days (including the first day but
        excluding the last day) occurring in the period for which such interest or
        fees
        are payable (to the extent computed on the basis of days
        elapsed).  Each determination by the Administrative Agent of an
        interest amount or fee hereunder shall be made in good faith and, except
        for
        manifest error, shall be final, conclusive and binding for all
        purposes.

       

      Section
        2.17.                                
Inability
        to Determine Interest Rates.  If prior to the commencement of
        any Interest Period for any Eurodollar Borrowing or on the Index Rate
        Determination Date for any Index Rate Borrowing,

       

      (i)           
        the Administrative Agent shall have determined (which determination shall
        be
        conclusive and binding upon the Borrower) that, by reason of circumstances
        affecting the relevant interbank market, adequate means do not exist for
        ascertaining LIBOR for such Interest Period or the Index Rate on such Index
        Rate
        Determination Date, or

       

      (ii)           
        the Administrative Agent shall have received notice from the Required Lenders
        that the Adjusted LIBO Rate or the Index Rate does not adequately and fairly
        reflect the cost to such Lenders (or Lender, as the case may be) of making,
        funding or maintaining their (or its, as the case may be) Eurodollar Loans
        for
        such Interest Period or its Index Rate Loans, as applicable,

       

      the
        Administrative Agent shall give written notice (or telephonic notice, promptly
        confirmed in writing) to the Borrower and to the Lenders as soon as practicable
        thereafter.  Until the Administrative Agent shall notify the Borrower
        and the Lenders that the circumstances giving rise to such notice no longer
        exist, (i) the obligations of the Lenders to make Eurodollar Revolving Loans
        or
        Index Rate Revolving Loans or to continue or convert outstanding Loans as
        or
        into Eurodollar Revolving Loans or Index Rate Revolving Loans shall be suspended
        and (ii) all such affected Loans shall be converted into Base Rate Loans
        on the
        last day of the then current Interest Period applicable thereto and all Index
        Rate Loans shall automatically be converted to Base Rate Loans, unless, in
        either case, the Borrower prepays such Loans in accordance with this
        Agreement.  Unless the Borrower notifies the Administrative Agent at
        least one Business Day before the date of any Eurodollar Revolving Borrowing
        for
        which a Notice of Revolving Borrowing has previously been given that it elects
        not to borrow on such date, then such Revolving Borrowing shall be made as
        a
        Base Rate Borrowing.

       

      Section
        2.18.                                
Illegality.  If
        any Change in
        Law shall make it unlawful or impossible for any Lender to make, maintain
        or
        fund any Eurodollar Loan or Index Rate Loan and such Lender shall so notify
        the
        Administrative Agent, the Administrative Agent shall promptly give notice
        thereof to the Borrower and the other Lenders, whereupon until such Lender
        notifies the Administrative Agent and the Borrower that the circumstances
        giving
        rise to such suspension no longer exist, the obligation of such Lender to
        make
        Eurodollar Revolving Loans or Index Rate Revolving Loans, or to continue
        or
        convert outstanding Loans as or into Eurodollar Loans or Index Rate Loans,
        shall
        be suspended.  In the case of the making of a Eurodollar Revolving
        Borrowing or an Index Rate Borrowing, such Lender’s Revolving Loan shall be made
        as a Base Rate Revolving Loan as part of the same Revolving Borrowing for
        the
        same Interest Period and if the affected Eurodollar Revolving Loan is then
        outstanding, such Revolving Loan shall be converted to a Base Rate Revolving
        Loan either (i) on the last day of the then current Interest Period applicable
        to such Eurodollar Revolving Loan if such Lender may lawfully continue to
        maintain such Revolving Loan to such date or (ii) immediately if such Lender
        shall determine that it may not lawfully continue to maintain such Eurodollar
        Revolving Loan to such date, and immediately in the case of an Index Rate
        Revolving Loan.  Notwithstanding the foregoing, the affected Lender
        shall, prior to giving such notice to the Administrative Agent, designate
        a
        different Applicable Lending Office if such designation would avoid the need
        for
        giving such notice and if such designation would not otherwise be
        disadvantageous to such Lender in the good faith exercise of its
        discretion.

       

       

      
        
          
          

        

        
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      Section
        2.19.                                
Increased
        Costs.

       

      (a)           
        If any Change in Law shall:

       

      (i)           
        impose, modify or deem applicable any reserve, special deposit or similar
        requirement that is not otherwise included in the determination of the Adjusted
        LIBO Rate or the Index Rate hereunder against assets of, deposits with or
        for
        the account of, or credit extended by, any Lender (except any such reserve
        requirement reflected in the Adjusted LIBO Rate or the Index Rate) or the
        Issuing Bank; or

       

      (ii)           
        impose on any Lender or on the Issuing Bank or the eurodollar interbank market
        any other condition affecting this Agreement or any Eurodollar Loans or Index
        Rate Loans made by such Lender or any Letter of Credit or any participation
        therein;

       

      and
        the
        result of either of the foregoing is to increase the cost to such Lender
        of
        making, converting into, continuing or maintaining a Eurodollar Loan or Index
        Rate Loan or to increase the cost to such Lender or the Issuing Bank of
        participating in or issuing any Letter of Credit or to reduce the amount
        received or receivable by such Lender or the Issuing Bank hereunder (whether
        of
        principal, interest or any other amount), then the Borrower shall promptly
        pay,
        upon written notice from and demand by such Lender on the Borrower (with
        a copy
        of such notice and demand to the Administrative Agent), to the Administrative
        Agent for the account of such Lender, within five Business Days after the
        date
        of such notice and demand, additional amount or amounts sufficient to compensate
        such Lender or the Issuing Bank, as the case may be, for such additional
        costs
        incurred or reduction suffered.

       

      (b)           
        If any Lender or the Issuing Bank shall have determined that on or after
        the
        date of this Agreement any Change in Law regarding capital requirements has
        or
        would have the effect of reducing the rate of return on such Lender’s or the
        Issuing Bank’s capital (or on the capital of such Lender’s or the Issuing Bank’s
        parent corporation) as a consequence of its obligations hereunder or under
        or in
        respect of any Letter of Credit to a level below that which such Lender or
        the
        Issuing Bank or such Lender’s or the Issuing Bank’s parent corporation could
        have achieved but for such Change in Law (taking into consideration such
        Lender’s or the Issuing Bank’s policies or the policies of such Lender’s or the
        Issuing Bank’s parent corporation with respect to capital adequacy), from time
        to time, within five (5) Business Days after receipt by the Borrower of written
        demand by such Lender (with a copy thereof to the Administrative Agent),
        the
        Borrower shall pay to such Lender such additional amounts as will compensate
        such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s parent
        corporation for any such reduction suffered.

       

       

      
        
          
          

        

        
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      (c)           
        A certificate of a Lender or the Issuing Bank setting forth the amount or
        amounts necessary to compensate such Lender or the Issuing Bank or such Lender’s
        or the Issuing Bank’s parent corporation, as the case may be, specified in
        paragraph (a) or (b) of this Section 2.19 shall
        be
        delivered to the Borrower (with a copy to the Administrative Agent) and shall
        be
        conclusive, absent manifest error.  The Borrower shall pay any such
        Lender or the Issuing Bank, as the case may be, such amount or amounts within
        10
        days after receipt thereof.

       

      (d)           
        Failure or delay on the part of any Lender or the Issuing Bank to demand
        compensation pursuant to this Section 2.19 shall
        not constitute a waiver of such Lender’s or the Issuing Bank’s right to demand
        such compensation.

       

      Section
        2.20.                                
Funding
        Indemnity.  In the event of (a) the payment of any principal of
        a Eurodollar Loan other than on the last day of the Interest Period applicable
        thereto (including as a result of an Event of Default), (b) the conversion
        or
        continuation of a Eurodollar Loan other than on the last day of the Interest
        Period applicable thereto, or (c) the failure by the Borrower to borrow,
        prepay,
        convert or continue any Eurodollar Loan on the date specified in any applicable
        notice (regardless of whether such notice is withdrawn or revoked), then,
        in any
        such event, the Borrower shall compensate each Lender, within five (5) Business
        Days after written demand from such Lender, for any loss, cost or expense
        attributable to such event.  In the case of a Eurodollar Loan, such
        loss, cost or expense shall be deemed to include an amount determined by
        such
        Lender to be the excess, if any, of (A) the amount of interest that would
        have
        accrued on the principal amount of such Eurodollar Loan if such event had
        not
        occurred at the Adjusted LIBO Rate applicable to such Eurodollar Loan for
        the
        period from the date of such event to the last day of the then current Interest
        Period therefor (or in the case of a failure to borrow, convert or continue,
        for
        the period that would have been the Interest Period for such Eurodollar Loan)
        over (B) the amount of interest that would accrue on the principal amount
        of
        such Eurodollar Loan for the same period if the Adjusted LIBO Rate were set
        on
        the date such Eurodollar Loan was prepaid or converted or the date on which
        the
        Borrower failed to borrow, convert or continue such Eurodollar
        Loan.  A certificate as to any additional amount payable under this
Section 2.20
        submitted to the Borrower by any Lender (with a copy to the Administrative
        Agent) shall be conclusive, absent manifest error.

       

      Section
        2.21.                                
Taxes.

       

      (a)           
        Any and all payments by or on account of any obligation of the Borrower
        hereunder shall be made free and clear of and without deduction for any
        Indemnified Taxes or Other Taxes; provided, that
        if the
        Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
        from
        such payments, then (i) the sum payable shall be increased as necessary so
        that
        after making all required deductions (including deductions applicable to
        additional sums payable under this Section 2.21(a)) the
        Administrative Agent, any Lender or the Issuing Bank (as the case may be)
        shall
        receive an amount equal to the sum it would have received had no such deductions
        been made, (ii) the Borrower shall make such deductions and (iii) the Borrower
        shall pay the full amount deducted to the relevant Governmental Authority
        in
        accordance with applicable law.

       

       

      
        
          
          

        

        
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      (b)           
        In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
        Authority in accordance with applicable law.

       

      (c)           
        The Borrower shall indemnify the Administrative Agent, each Lender and the
        Issuing Bank, within ten (10) days after written demand therefor, for the
        full
        amount of any Indemnified Taxes or Other Taxes paid by the Administrative
        Agent,
        such Lender or the Issuing Bank, as the case may be, on or with respect to
        any
        payment by or on account of any obligation of the Borrower hereunder (including
        Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
        amounts payable under this Section 2.21) and any
        penalties, interest and reasonable expenses arising therefrom or with respect
        thereto, whether or not such Indemnified Taxes or Other Taxes were correctly
        or
        legally imposed or asserted by the relevant Governmental Authority.  A
        certificate as to the amount of such payment or liability delivered to the
        Borrower by a Lender or the Issuing Bank, or by the Administrative Agent
        on its
        own behalf or on behalf of a Lender or the Issuing Bank, shall be conclusive
        absent manifest error.

       

      (d)           
        As soon as practicable after any payment of Indemnified Taxes or Other Taxes
        by
        the Borrower to a Governmental Authority, the Borrower shall deliver to the
        Administrative Agent the original or a certified copy of a receipt issued
        by
        such Governmental Authority evidencing such payment, a copy of the return
        reporting such payment or other evidence of such payment reasonably satisfactory
        to the Administrative Agent.

       

      (e)           
        If the Administrative Agent, a Lender or the Issuing Bank determines, in
        its
        sole discretion, that it has received a refund of any Taxes or Other Taxes
        as to
        which it has been indemnified by the Borrower or with respect to which the
        Borrower has paid additional amounts pursuant to this Section 2.21, it
        shall pay to the Borrower an amount equal to such refund (but only to the
        extent
        of indemnity payments made, or additional amounts paid, by the Borrower under
        this Section
        2.21 with respect to the Taxes or Other Taxes giving rise to such
        refund), net of all out-of-pocket expenses of the Administrative Agent, such
        Lender or the Issuing Bank, as the case may be, and without interest (other
        than
        any interest paid by the relevant Governmental Authority with respect to
        such
        refund), provided that the
        Borrower, upon the request of the Administrative Agent, such Lender or the
        Issuing Bank, agrees to repay the amount paid over to the Borrower (plus
        any
        penalties, interest or other charges imposed by the relevant Governmental
        Authority) to the Administrative Agent, such Lender or the Issuing Bank in
        the
        event the Administrative Agent, such Lender or the Issuing Bank is required
        to
        repay such refund to such Governmental Authority.  This paragraph
        shall not be construed to require the Administrative Agent, any Lender or
        the
        Issuing Bank to make available its tax returns (or any other information
        relating to its taxes that it deems confidential) to the Borrower or any
        other
        Person.

       

      (f)           
        Any Foreign Lender that is entitled to an exemption from or reduction of
        withholding tax under the Code or any treaty to which the United States is
        a
        party, with respect to payments under this Agreement shall deliver to the
        Borrower (with a copy to the Administrative Agent), at the time or times
        prescribed by applicable law, such properly completed and executed documentation
        prescribed by applicable law or reasonably requested by the Borrower as will
        permit such payments to be made without withholding or at a reduced rate.
        Without limiting the generality of the foregoing, each Foreign Lender agrees
        that it will deliver to the Administrative Agent and the Borrower (or in
        the
        case of a Participant, to the Lender from which the related participation
        shall
        have been purchased), as appropriate, two (2) duly completed copies of (i)
        Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying
        that the payments received from the Borrower hereunder are effectively connected
        with such Foreign Lender’s conduct of a trade or business in the United States;
        or (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto,
        certifying that such Foreign Lender is entitled to benefits under an income
        tax
        treaty to which the United States is a party which reduces the rate of
        withholding tax on payments of interest; or (iii) Internal Revenue Service
        Form
        W-8 BEN, or any successor form prescribed by the Internal Revenue Service,
        together with a certificate (A) establishing that the payment to the Foreign
        Lender qualifies as “portfolio interest” exempt from U.S. withholding tax under
        Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender
        is
        not a bank for purposes of Code section 881(c)(3)(A), or the obligation
        of
        the Borrower hereunder is not, with respect to such Foreign Lender, a loan
        agreement entered into in the ordinary course of its trade or business, within
        the meaning of that section; (2) the Foreign Lender is not a 10% shareholder
        of
        the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B);
        and
        (3) the Foreign Lender is not a controlled foreign corporation that is related
        to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv)
        such
        other Internal Revenue Service forms as may be applicable to the Foreign
        Lender,
        including Internal Revenue Service Forms W-8 IMY or W-8 EXP.  Each
        such Foreign Lender shall deliver to the Borrower and the Administrative
        Agent
        such forms on or before the date that it becomes a party to this Agreement
        (or
        in the case of a Participant, on or before the date such Participant purchases
        the related participation).  In addition, each such Foreign Lender
        shall deliver such forms promptly upon the obsolescence or invalidity of
        any
        form previously delivered by such Foreign Lender.  Each such Foreign
        Lender shall promptly notify the Borrower and the Administrative Agent at
        any
        time that it determines that it is no longer in a position to provide any
        previously delivered certificate to the Borrower (or any other form of
        certification adopted by the Internal Revenue Service for such
        purpose).

       

       

      
        
          
          

        

        
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      (g)           
        Upon the Borrower’s reasonable written request, each Lender that is not a
        Foreign Lender (other than any such Lender which is taxed as a corporation
        for
        U.S. federal income tax purposes) shall provide two properly completed and
        duly
        executed Internal Revenue Service Form W-9 (or any successor or other applicable
        form) to the Borrower certifying that such Lender is exempt from United States
        backup withholding tax.

       

      Section
        2.22.                                
Payments
        Generally; Pro Rata Treatment; Sharing of Set-offs.

       

      (a)           
        Each Borrowing hereunder, each payment by the Borrower on account of any
        commitment Fee or Letter of Credit fee (other than the fronting fee payable
        solely to the Issuing Bank) and any reduction of the Revolving Commitments
        of
        the Lenders shall be made prorata
        according to the
        respective Pro Rata Shares of the relevant Lenders.  Each payment
        (other than prepayments) in respect of principal or interest in respect of
        the
        Loans and each payment in respect of fees payable hereunder shall be applied
        to
        the amounts of such obligations owing to the Lenders prorata
        according to the
        respective amounts then due and owing to the Lenders.

       

      (b)           
        Reserved.

       

       

      
        
          
          

        

        
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      (c)           
        Each payment (including each prepayment) by the Borrowers on account of
        principal of and interest on the Revolving Loans shall be made prorata
        according to the
        respective outstanding principal amounts of the Revolving Loans then held
        by the
        Lenders.  Each payment in respect of LC Disbursements in respect of
        any Letter of Credit shall be made to the Issuing Bank that issued such Letters
        of Credit.

       

      (d)           
        The Borrower shall make each payment required to be made by it hereunder
        (whether of principal, interest, fees or reimbursement of LC Disbursements,
        or
        of amounts payable under Sections 2.19, 2.20
        or 2.21, or otherwise)
        prior to 1:00 p.m. (New York time) on the date when due, in immediately
        available funds, free and clear of any defenses, rights of set-off,
        counterclaim, or withholding or deduction of taxes.  Any amounts
        received after such time on any date may, in the discretion of the
        Administrative Agent, be deemed to have been received on the next succeeding
        Business Day for purposes of calculating interest thereon.  All such
        payments shall be made to the Administrative Agent at the Payment Office,
        except
        payments to be made directly to the Issuing Bank and Swingline Lender as
        expressly provided herein and except that payments pursuant to Sections 2.19, 2.20
        and 2.21 and 10.3
        shall be made
        directly to the Persons entitled thereto.  The Administrative Agent
        shall distribute any such payments received by it for the account of any
        other
        Person to the appropriate recipient promptly following receipt
        thereof.  If any payment hereunder shall be due on a day that is not a
        Business Day, the date for payment shall be extended to the next succeeding
        Business Day, and, in the case of any payment accruing interest, interest
        thereon shall be made payable for the period of such extension.  All
        payments hereunder shall be made in Dollars.

       

      (e)           
        If at any time insufficient funds are received by and available to the
        Administrative Agent to pay fully all amounts of principal, unreimbursed
        LC
        Disbursements, interest and fees then due hereunder, such funds shall be
        applied
        (i) first, towards payment of interest and fees then due hereunder, ratably
        among the parties entitled thereto in accordance with the amounts of interest
        and fees then due to such parties, (ii) second, towards payment of principal
        and
        unreimbursed LC Disbursements then due hereunder, ratably among the parties
        entitled thereto in accordance with the amounts of principal and unreimbursed
        LC
        Disbursements then due to such parties, and (iii) last, towards payment of
        all
        other Obligations then due, ratably among the parties entitled thereto in
        accordance with the amounts of such Obligations then due to such
        parties.

       

      (f)           
        If any Lender shall, by exercising any right of set-off or counterclaim or
        otherwise, obtain payment in respect of any principal of or interest on any
        of
        its Revolving Loans or participations in LC Disbursements or Swingline Loans
        that would result in such Lender receiving payment of a greater proportion
        of
        the aggregate amount of its Revolving Loans and participations in LC
        Disbursements and Swingline Loans and accrued interest thereon than the
        proportion received by any other Lender, then the Lender receiving such greater
        proportion shall purchase (for cash at face value) participations in the
        Revolving Loans and participations in LC Disbursements and Swingline Loans
        of
        other Lenders to the extent necessary so that the benefit of all such payments
        shall be shared by the Lenders ratably in accordance with the aggregate amount
        of principal of and accrued interest on their respective Revolving Loans
        and
        participations in LC Disbursements and Swingline Loans; provided, that
        (i) if
        any such participations are purchased and all or any portion of the payment
        giving rise thereto is recovered, such participations shall be rescinded
        and the
        purchase price restored to the extent of such recovery, without interest,
        and
        (ii) the provisions of this paragraph shall not be construed to apply to
        any
        payment made by the Borrower pursuant to and in accordance with the express
        terms of this Agreement or any payment obtained by a Lender as consideration
        for
        the assignment of or sale of a participation in any of its Loans or
        participations in LC Disbursements or Swingline Loans to any assignee or
        participant, other than to the Borrower or any Subsidiary or Affiliate thereof
        (as to which the provisions of this paragraph shall apply).  The
        Borrower consents to the foregoing and agrees, to the extent it may effectively
        do so under applicable law, that any Lender acquiring a participation pursuant
        to the foregoing arrangements may exercise against the Borrower rights of
        set-off and counterclaim with respect to such participation as fully as if
        such
        Lender were a direct creditor of the Borrower in the amount of such
        participation.

       

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      (g)           
        Unless the Administrative Agent shall have received notice from the Borrower
        prior to the date on which any payment is due to the Administrative Agent
        for
        the account of the Lenders or the Issuing Bank hereunder that the Borrower
        will
        not make such payment, the Administrative Agent may assume that the Borrower
        has
        made such payment on such date in accordance herewith and may, in reliance
        upon
        such assumption, distribute to the Lenders or the Issuing Bank, as the case
        may
        be, the amount or amounts due. In such event, if the Borrower has not in
        fact
        made such payment, then each of the Lenders or the Issuing Bank, as the case
        may
        be, severally agrees to repay to the Administrative Agent forthwith on demand
        the amount so distributed to such Lender or Issuing Bank with interest thereon,
        for each day from and including the date such amount is distributed to it
        to but
        excluding the date of payment to the Administrative Agent, at the greater
        of the
        Federal Funds Effective Rate and a rate determined by the Administrative
        Agent
        in accordance with banking industry rules on interbank
        compensation.

       

      (h)           
        If any Lender shall fail to make any payment required to be made by it pursuant
        to Section
        2.4(b), 2.7(b),
2.22(d),
2.23(d)
        or (e) or 10.3(d),
        then the
        Administrative Agent may, in its discretion (notwithstanding any contrary
        provision hereof), apply any amounts thereafter received by the Administrative
        Agent for the account of such Lender to satisfy such Lender’s obligations under
        such Sections until all such unsatisfied obligations are fully
        paid.

       

      Section
        2.23.                                
Letters
        of Credit.

       

      (a)           
        During the Availability Period, the Issuing Bank, in reliance upon the
        agreements of the other Lenders pursuant to Section 2.23(d),
        agrees to issue, at the request of the Borrower, Letters of Credit for the
        account of the Borrower on the terms and conditions hereinafter set forth;
provided, that
        (i)
        each Letter of Credit shall expire on the earlier of (A) the date one year
        after
        the date of issuance of such Letter of Credit (or in the case of any renewal
        or
        extension thereof, one year after such renewal or extension) and (B) the
        date
        that is five (5) Business Days prior to the Revolving Commitment Termination
        Date; (ii) each Letter of Credit shall be in a stated amount of at least
        $100,000; and (iii) the Borrower may not request any Letter of Credit, if,
        after
        giving effect to such issuance (A) the aggregate LC Exposure would exceed
        the LC
        Commitment or (B) the aggregate Revolving Credit Exposure of all Lenders
        would
        exceed the Aggregate Revolving Commitment Amount.  Each Lender shall
        be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
        from the Issuing Bank without recourse a participation in each Letter of
        Credit
        equal to such Lender’s Pro Rata Share of the aggregate amount available to be
        drawn under such Letter of Credit (i) on the Closing Date with respect to
        all
        Existing Letters of Credit and (ii) on the date of issuance with respect
        to all
        other Letters of Credit.  Each issuance of a Letter of Credit shall be
        deemed to utilize the Revolving Commitment of each Lender by an amount equal
        to
        the amount of such participation.  Notwithstanding anything to the
        contrary contained herein, the terms (including the pricing) of the Existing
        Letters of Credit shall continue in full force and effect until the Borrower’s
        initial exercise of its option to increase the Aggregate Revolving Commitments
        pursuant to Section
        2.24, at which time all of the provisions of this Section
        2.23 shall
        apply to such Existing Letters of Credit, without further action on the part
        of
        the Administrative Agent, the Issuing Bank, any Lender or the
        Borrower.

       

       

      
        
          
          

        

        
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      (b)           
        To request the issuance of a Letter of Credit (or any amendment, renewal
        or
        extension of an outstanding Letter of Credit), the Borrower shall give the
        Issuing Bank and the Administrative Agent irrevocable written notice at least
        three (3) Business Days prior to the requested date of such issuance specifying
        the date (which shall be a Business Day) such Letter of Credit is to be issued
        (or amended, extended or renewed, as the case may be), the expiration date
        of
        such Letter of Credit, the amount of such Letter of Credit, the name and
        address
        of the beneficiary thereof and such other information as shall be necessary
        to
        prepare, amend, renew or extend such Letter of Credit. In addition to the
        satisfaction of the conditions in Article 3 the
        issuance of such Letter of Credit (or any amendment which increases the amount
        of such Letter of Credit) will be subject to the further conditions that
        such
        Letter of Credit shall be in such form and contain such terms as the Issuing
        Bank shall approve and that the Borrower shall have executed and delivered
        any
        additional applications, agreements and instruments relating to such Letter
        of
        Credit as the Issuing Bank shall reasonably require; provided, that
        in the
        event of any conflict between such applications, agreements or instruments
        and
        this Agreement, the terms of this Agreement shall control.

       

      (c)           
        At least two Business Days prior to the issuance of any Letter of Credit,
        the
        Issuing Bank will confirm with the Administrative Agent (by telephone or
        in
        writing) that the Administrative Agent has received such notice and if not,
        the
        Issuing Bank will provide the Administrative Agent with a copy thereof. Unless
        the Issuing Bank has received notice from the Administrative Agent on or
        before
        the Business Day immediately preceding the date the Issuing Bank is to issue
        the
        requested Letter of Credit (1) directing the Issuing Bank not to issue the
        Letter of Credit because such issuance is not then permitted hereunder because
        of the limitations set forth in Section 2.23(a) or
        that one or more conditions specified in Article 3 are not
        then satisfied, then, subject to the terms and conditions hereof, the Issuing
        Bank shall, on the requested date, issue such Letter of Credit in accordance
        with the Issuing Bank’s usual and customary business practices.

       

      (d)           
        The Issuing Bank shall examine all documents purporting to represent a demand
        for payment under a Letter of Credit promptly following its receipt thereof.
        The
        Issuing Bank shall notify the Borrower and the Administrative Agent of such
        demand for payment and whether the Issuing Bank has made or will make a LC
        Disbursement thereunder; provided, that
        any
        failure to give or delay in giving such notice shall not relieve the Borrower
        of
        its obligation to reimburse the Issuing Bank and the Lenders with respect
        to
        such LC Disbursement.  The Borrower shall be irrevocably and
        unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
        paid by the Issuing Bank in respect of such drawing, without presentment,
        demand
        or other formalities of any kind.  Unless the Borrower shall have
        notified the Issuing Bank and the Administrative Agent prior to 11:00 a.m.
        (New
        York time) on the Business Day immediately prior to the date on which such
        drawing is honored that the Borrower intends to reimburse the Issuing Bank
        for
        the amount of such drawing in funds other than from the proceeds of Revolving
        Loans, the Borrower shall be deemed to have timely given a Notice of Revolving
        Borrowing to the Administrative Agent requesting the Lenders to make a Base
        Rate
        Borrowing on the
        date on which such drawing is honored in an exact amount due to the Issuing
        Bank; provided,
        that for purposes solely of such Borrowing, the conditions precedent set
        forth
        in Section 3.2
        hereof shall not be applicable.  The Administrative Agent shall notify
        the Lenders of such Borrowing in accordance with Section 2.3, and each
        Lender shall make the proceeds of its Base Rate Loan included in such Borrowing
        available to the Administrative Agent for the account of the Issuing Bank
        in
        accordance with Section
        2.7.  The proceeds of such Borrowing shall be applied directly
        by the Administrative Agent to reimburse the Issuing Bank for such LC
        Disbursement.

       

       

      
        
          
          

        

        
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      (e)           
        If for any reason a Base Rate Borrowing may not be (as determined in the
        sole
        discretion of the Administrative Agent), or is not, made in accordance with
        the
        foregoing provisions, then each Lender (other than the Issuing Bank) shall
        be
        obligated to fund the participation that such Lender purchased pursuant to
        subsection (a) in an amount equal to its Pro Rata Share of such LC Disbursement
        on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation
        to fund its participation shall be absolute and unconditional and shall not
        be
        affected by any circumstance, including without limitation (i) any setoff,
        counterclaim, recoupment, defense or other right that such Lender or any
        other
        Person may have against the Issuing Bank or any other Person for any reason
        whatsoever, (ii) the existence of a Default or an Event of Default or the
        termination of the Aggregate Revolving Commitments, (iii) any adverse change
        in
        the condition (financial or otherwise) of the Borrower or any of its
        Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other
        Lender, (v) any amendment, renewal or extension of any Letter of Credit or
        (vi)
        any other circumstance, happening or event whatsoever, whether or not similar
        to
        any of the foregoing.  On the date that such participation is required
        to be funded, each Lender shall promptly transfer, in immediately available
        funds, the amount of its participation to the Administrative Agent for the
        account of the Issuing Bank.  Whenever, at any time after the Issuing
        Bank has received from any such Lender the funds for its participation in
        a LC
        Disbursement, the Issuing Bank (or the Administrative Agent on its behalf)
        receives any payment on account thereof, the Administrative Agent or the
        Issuing
        Bank, as the case may be, will distribute to such Lender its Pro Rata Share
        of
        such payment; provided, that
        if
        such payment is required to be returned for any reason to the Borrower or
        to a
        trustee, receiver, liquidator, custodian or similar official in any bankruptcy
        proceeding, such Lender will return to the Administrative Agent or the Issuing
        Bank any portion thereof previously distributed by the Administrative Agent
        or
        the Issuing Bank to it.

       

      (f)           
        To the extent that any Lender shall fail to pay any amount required to be
        paid
        pursuant to paragraphs (d) or (e) above on the due date therefor, such Lender
        shall pay interest to the Issuing Bank (through the Administrative Agent)
        on
        such amount from such due date to the date such payment is made at a rate
        per
        annum equal to the Federal Funds Rate; provided, that
        if
        such Lender shall fail to make such payment to the Issuing Bank within three
        (3)
        Business Days of such due date, then, retroactively to the due date, such
        Lender
        shall be obligated to pay interest on such amount at the rate set forth in
Section
        2.14(c).

       

       

      
        
          
          

        

        
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      (g)           
        If any Event of Default shall occur and be continuing, on the Business Day
        that
        the Borrower receives notice from the Administrative Agent or the Required
        Lenders demanding the deposit of cash collateral pursuant to this paragraph,
        the
        Borrower shall deposit in an account with the Administrative Agent, in the
        name
        of the Administrative Agent and for the benefit of the Issuing Bank and the
        Lenders, an amount in cash equal to the LC Exposure as of such date plus
        any
        accrued and unpaid fees thereon; provided, that
        the
        obligation to deposit such cash collateral shall become effective immediately,
        and such deposit shall become immediately due and payable, without demand
        or
        notice of any kind, upon the occurrence of any Event of Default with respect
        to
        the Borrower described in clause (h) or (i) of Section
        8.1.  Such deposit shall be held by the Administrative Agent as
        collateral for the payment and performance of the obligations of the Borrower
        under this Agreement.  The Administrative Agent shall have exclusive
        dominion and control, including the exclusive right of withdrawal, over such
        account.  Borrower agrees to execute any documents and/or certificates
        to effectuate the intent of this paragraph.  Other than any interest
        earned on the investment of such deposits, which investments shall be made
        at
        the option and sole discretion of the Administrative Agent and at the Borrower’s
        risk and expense, such deposits shall not bear interest.  Interest and
        profits, if any, on such investments shall accumulate in such
        account.  Moneys in such account shall be applied by the
        Administrative Agent to reimburse the Issuing Bank for LC Disbursements for
        which it had not been reimbursed and to the extent so applied, shall be held
        for
        the satisfaction of the reimbursement obligations of the Borrower for the
        LC
        Exposure at such time or, if the maturity of the Loans has been accelerated,
        with the consent of the Required Lenders, be applied to satisfy other
        obligations of the Borrower under this Agreement and the other Loan
        Documents.  If the Borrower is required to provide an amount of cash
        collateral hereunder as a result of the occurrence of an Event of Default,
        such
        amount (to the extent not so applied as aforesaid) shall be returned to the
        Borrower within three Business Days after all Events of Default have been
        cured
        or waived.

       

      (h)           
        Promptly following the end of each calendar quarter, the Issuing Bank shall
        deliver (through the Administrative Agent) to each Lender and the Borrower
        a
        report describing the aggregate Letters of Credit outstanding at the end
        of such
        Fiscal Quarter. Upon the request of any Lender from time to time, the Issuing
        Bank shall deliver to such Lender any other information reasonably requested
        by
        such Lender with respect to each Letter of Credit then outstanding.

       

      (i)           
        The Borrower’s obligation to reimburse LC Disbursements hereunder shall be
        absolute, unconditional and irrevocable and shall be performed strictly in
        accordance with the terms of this Agreement under all circumstances whatsoever
        and irrespective of any of the following circumstances:

       

      (i)           
        Any lack of validity or enforceability of any Letter of Credit or this
        Agreement;

       

      (ii)           
        The existence of any claim, set-off, defense or other right which the Borrower
        or any Subsidiary or Affiliate of the Borrower may have at any time against
        a
        beneficiary or any transferee of any Letter of Credit (or any Persons or
        entities for whom any such beneficiary or transferee may be acting), any
        Lender
        (including the Issuing Bank) or any other Person, whether in connection with
        this Agreement or the Letter of Credit or any document related hereto or
        thereto
        or any unrelated transaction;

       

       

      
        
          
          

        

        
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      (iii)           
        Any draft or other document presented under a Letter of Credit proving to
        be
        forged, fraudulent or invalid in any respect or any statement therein being
        untrue or inaccurate in any respect;

       

      (iv)           
        Payment by the Issuing Bank under a Letter of Credit against presentation
        of a
        draft or other document to the Issuing Bank that does not comply with the
        terms
        of such Letter of Credit;

       

      (v)           
        Any other event or circumstance whatsoever, whether or not similar to any
        of the
        foregoing, that might, but for the provisions of this Section 2.23,
        constitute a legal or equitable discharge of, or provide a right of setoff
        against, the Borrower’s obligations hereunder; or

       

      (vi)           
        The existence of a Default or an Event of Default.

       

      Neither
        the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party
        of
        any of the foregoing shall have any liability or responsibility by reason
        of or
        in connection with the issuance or transfer of any Letter of Credit or any
        payment or failure to make any payment thereunder (irrespective of any of
        the
        circumstances referred to above), or any error, omission, interruption, loss
        or
        delay in transmission or delivery of any draft, notice or other communication
        under or relating to any Letter of Credit (including any document required
        to
        make a drawing thereunder), any error in interpretation of technical terms
        or
        any consequence arising from causes beyond the control of the Issuing Bank;
        provided, that
        the foregoing shall not be construed to excuse the Issuing Bank from liability
        to the Borrower to the extent of any actual direct damages (as opposed to
        special, indirect (including claims for lost profits or other consequential
        damages), or punitive damages, claims in respect of which are hereby waived
        by
        the Borrower to the extent permitted by applicable law) suffered by the Borrower
        that are caused by the Issuing Bank’s failure to exercise due care when
        determining whether drafts or other documents presented under a Letter of
        Credit
        comply with the terms thereof.  The parties hereto expressly agree,
        that in the absence of gross negligence or willful misconduct on the part
        of the
        Issuing Bank (as finally determined by a court of competent jurisdiction),
        the
        Issuing Bank shall be deemed to have exercised due care in each such
        determination.  In furtherance of the foregoing and without limiting
        the generality thereof, the parties agree that, with respect to documents
        presented that appear on their face to be in substantial compliance with
        the
        terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
        either accept and make payment upon such documents without responsibility
        for
        further investigation, regardless of any notice or information to the contrary,
        or refuse to accept and make payment upon such documents if such documents
        are
        not in strict compliance with the terms of such Letter of Credit.

       

      (j)           
        Unless otherwise expressly agreed by the Issuing Bank and the Borrower when
        a
        Letter of Credit is issued and subject to applicable laws, performance under
        Letters of Credit by the Issuing Bank, its correspondents, and the beneficiaries
        thereof will be governed by the rules of the “International Standby Practices
        1998” (ISP98) (or such later revision as may be published by the Institute of
        International Banking Law & Practice on any date any Letter of Credit may be
        issued)and to the extent not inconsistent therewith, the governing law of
        this
        Agreement set forth in Section
        10.5.

       

       

      
        
          
          

        

        
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      Section
        2.24.                                
Increase/Decrease
        of Commitments; Additional Lenders.

       

      (a)           
        Subject to the
        terms
        and conditions of this Section
        2.24, and
        so
        long as no Event of Default has occurred and is continuing, the Borrower
        may, by
        written notice to the Administrative Agent from time to time (but not more
        than
        four (4) times during the term of the Loans), request an increase in the
        Aggregate Revolving Commitments to an aggregate amount not to exceed $75,000,000
        (the amount of any such increase, the “Additional
        Commitment Amount”).  Such
        notice shall set forth (i) the amount of the Additional Commitment Amount
        being
        requested (which shall be in minimum increments of $1,000,000 and a minimum
        amount of $10,000,000) and (ii) the date on which the Additional Commitment
        Amount is requested to become effective (which shall not be less than 30
        days
        (or such shorter period as the Administrative Agent may agree) nor more than
        60
        days after the date of such notice).  Notwithstanding anything to the
        contrary contained herein, the Commitment held by the Administrative Agent
        shall
        be reduced to $35,000,000 (from $50,000,000), upon the earlier to occur of
        (i)
        June 30, 2008, or (ii) the closing of an increase to the Aggregate Revolving
        Commitments pursuant to this Section
        2.24.  Such reduction of the Administrative Agent’s Commitment
        to $35,000,000 shall be effective (A) whether or not the Borrower exercises
        its
        option under this Section 2.24 or (B)
        even if the Borrower exercises its option under this Section 2.24 and the
        Administrative Agent and the Arranger cannot syndicate an Additional Commitment
        Amount of $15,000,000.  Should the events described in the foregoing
        clause (B) occur, then the Aggregate Revolving Commitment Amount shall be
        the
        Administrative Agent’s reduced Commitment of $35,000,000 plus any Additional
        Commitment Amount successfully syndicated by the Administrative Agent and
        the
        Arranger.  The
        provisions of this Section
        2.24(a)
        shall
        override the provisions of Section
        2.22
        requiring
        pro rata reductions to the Commitments.

       

      (b)           
        For a period of ten Business Days following receipt of such notice, each
        Lender
        shall have the right to elect by written notice to the Borrower and the
        Administrative Agent to increase its Revolving Commitment by a principal
        amount
        equal to its Pro Rata Share of the Additional Commitment Amount. No Lender
        (or
        any successor thereto) shall have any obligation to increase its Revolving
        Commitment or its other obligations under this Agreement and the other Loan
        Documents, and any decision by a Lender to increase its Revolving Commitment
        shall be made in its sole discretion independently from any other
        Lender.

       

      (c)           
        If any Lender shall not elect to increase its Revolving Commitment pursuant
        to
        subsection (a) of this Section 2.24, the
        Borrower may designate another bank or other financial institution (which
        may
        be, but need not be, one or more of the existing Lenders) which at the time
        agrees to, in the case of any such Person that is an existing Lender, increase
        its Revolving Commitment and in the case of any other such Person (an “Additional Lender”),
        become a party to this Agreement, if not already a Lender; provided, however,
        that any new
        bank or financial institution must be reasonably acceptable to the
        Administrative Agent, which acceptance will not be unreasonably withheld,
        conditioned or delayed.  The sum of the increases in the Revolving
        Commitments of the existing Lenders pursuant to this subsection (b) plus
        the
        Revolving Commitments of the Additional Lenders shall not in the aggregate
        exceed the unsubscribed amount of the Additional Commitment Amount.

       

       

      
        
          
          

        

        
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      (d)           
        Reserved.

       

      (e)           
        An increase in the aggregate amount of the Revolving Commitments pursuant
        to
        this Section
        2.24 shall become effective upon the receipt by the Administrative Agent
        of an supplement or joinder in form and substance satisfactory to the
        Administrative Agent executed by the Borrower and by each Additional Lender
        and
        by each other Lender whose Revolving Commitment is to be increased, setting
        forth the new Revolving Commitments of such Lenders and setting forth the
        agreement of each Additional Lender to become a party to this Agreement and
        to
        be bound by all the terms and provisions hereof, together with Revolving
        Credit
        Notes evidencing such increase in the Revolving Commitments, and such evidence
        of appropriate corporate authorization on the part of the Borrower with respect
        to the increase in the Revolving Commitments and such opinions of counsel
        for
        the Borrower with respect to the increase in the Revolving Commitments as
        the
        Administrative Agent may reasonably request.

       

      (f)           
        Upon the acceptance of any such agreement by the Administrative Agent, the
        Aggregate Revolving Commitment Amount shall automatically be increased by
        the
        amount of the Revolving Commitments added through such agreement and Schedule II shall
        automatically be deemed amended to reflect the Revolving Commitments of all
        Lenders after giving effect to the addition of such Revolving
        Commitments.

       

      (g)           
        Upon any increase in the aggregate amount of the Revolving Commitments pursuant
        to this Section
        2.24 that is not pro rata among all Lenders, (x) within five Business
        Days, in the case of any Base Rate Loans then outstanding, and at the end
        of the
        then current Interest Period with respect thereto, in the case of any Eurodollar
        Loans then outstanding, the Borrower shall prepay such Loans in their entirety
        and, to the extent the Borrower elects to do so and subject to the conditions
        specified in Article
        3, the Borrower shall reborrow Loans from the Lenders in proportion
        to
        their respective Revolving Commitments after giving effect to such increase,
        until such time as all outstanding Loans are held by the Lenders in proportion
        to their respective Commitments after giving effect to such increase and
        (y)
        effective upon such increase, the amount of the participations held by each
        Lender in each Letter of Credit then outstanding shall be adjusted automatically
        such that, after giving effect to such adjustments, the Lenders shall hold
        participations in each such Letter of Credit in proportion to their respective
        Revolving Commitments.

       

      Section
        2.25.                                
Mitigation
        of Obligations.  If any Lender
        requests compensation under Section 2.19, or if
        the Borrower is required to pay any additional amount to any Lender or any
        Governmental Authority for the account of any Lender pursuant to Section 2.21, then
        such Lender shall use reasonable efforts to designate a different lending
        office
        for funding or booking its Loans hereunder or to assign its rights and
        obligations hereunder to another of its offices, branches or affiliates,
        if, in
        the sole judgment of such Lender, such designation or assignment (i) would
        eliminate or reduce amounts payable under Section 2.19 or Section
        2.21, as the
        case may be, in the future and (ii) would not subject such Lender to any
        unreimbursed cost or expense and would not otherwise be disadvantageous to
        such
        Lender.  The Borrower hereby agrees to pay all costs and expenses
        incurred by any Lender in connection with such designation or
        assignment.

       

      Section
        2.26.                                
Replacement
        of Lenders.  If any Lender is unable to fund any Eurodollar
        Loan or Index Rate Loan pursuant to Section 2.18 or if
        any Lender requests compensation under Section 2.19, or if
        the Borrower is required to pay any additional amount to any Lender or any
        Governmental Authority of the account of any Lender pursuant to Section 2.21, or if
        any Lender defaults in its obligation to fund Loans hereunder or comply with
        the
        provisions of Section
        2.21(f) or if any Lender does not provide its consent to any proposed
        waiver or amendment which must be consented to by the Required Lenders (or
        such
        higher percentage or proportion of the Lenders as herein provided), then
        the
        Borrower may, at its sole expense and effort, upon notice to such Lender
        and the
        Administrative Agent, require such Lender to assign and delegate, without
        recourse (in accordance with and subject to the restrictions set forth in
Section 10.4(b) all
        its interests, rights and obligations under this Agreement to an assignee
        that
        shall assume such obligations (which assignee may be another Lender); provided, that
        (i)
        the Borrower shall have received the prior written consent of the Administrative
        Agent, which consent shall not be unreasonably withheld, (ii) such Lender
        shall
        have received payment of an amount equal to the outstanding principal amount
        of
        all Revolving Loans owed to it, accrued interest thereon, accrued fees and
        all
        other amounts payable to it hereunder, from the assignee (in the case of
        such
        outstanding principal and accrued interest) and from the Borrower (in the
        case
        of all other amounts) and (iii) in the case of a claim for compensation under
        Section 2.19 or
        payments required to be made pursuant to Section 2.21, such
        assignment will result in a reduction in such compensation or
        payments.  A Lender shall not be required to make any such assignment
        and delegation if, prior thereto, as a result of a waiver by such Lender
        or
        otherwise, the circumstances entitling the Borrower to require such assignment
        and delegation cease to apply.

       

       

      
        
          
          

        

        
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      ARTICLE
        3

       

      CONDITIONS
        PRECEDENT TO
        REVOLVING LOANS AND LETTERS OF CREDIT

       

      Section
        3.1.                                
Conditions
        To Effectiveness.  The obligations of the Lenders (including
        the Swingline Lender) to make Loans and the obligation of the Issuing Bank
        to
        issue any Letter of Credit hereunder shall not become effective until the
        date
        on which each of the following conditions is satisfied (or waived in accordance
        with Section
        10.2).

       

      (a)           
        The Administrative Agent shall have received all fees and other amounts due
        and
        payable on or prior to the Closing Date, including reimbursement or payment
        of
        all out-of-pocket expenses (including reasonable fees, charges and disbursements
        of counsel to the Administrative Agent) required to be reimbursed or paid
        by the
        Borrower hereunder, under any other Loan Document and under any agreement
        with
        the Administrative Agent or SunTrust Robinson Humphrey, Inc., as Arranger
        (including the Fee Letter). The Administrative Agent shall update the Borrower
        with respect to the foregoing out-of-pocket expenses promptly after a written
        request from the Borrower therefor, but in no event more frequently than
        monthly.

       

      (b)           
        The Administrative Agent (or its counsel) shall have received the
        following:

       

      (i)           
        a counterpart of this Agreement signed by or on behalf of each party hereto
        or
        written evidence satisfactory to the Administrative Agent (which may include
        telecopy transmission of a signed signature page of this Agreement) that
        such
        party has signed a counterpart of this Agreement;

       

       

      
        
          
          

        

        
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      (ii)           
        duly executed Revolving Credit Notes payable to each Lender requesting a
        note
        and, if requested by the Swingline Lender, the Swingline Note payable to
        the
        Swingline Lender;

       

      (iii)           
        the Subsidiary Guaranty Agreement duly executed by each Material Subsidiary
        that
        is a Domestic Subsidiary;

       

      (iv)           
        the Security Agreement duly executed by the Borrower and each Material
        Subsidiary that is a Domestic Subsidiary;

       

      (v)           
        the Pledge Agreement duly executed by the Borrower and each
        Subsidiary;

       

      (vi)           
        a certificate of the Secretary or Assistant Secretary of each Loan Party
        in form
        and substance reasonably acceptable to the Administrative Agent, attaching
        and
        certifying copies of its bylaws and of the resolutions of its boards of
        directors, or partnership agreement or limited liability company agreement,
        or
        comparable organizational documents and authorizations, authorizing the
        execution, delivery and performance of the Loan Documents to which it is
        a party
        and certifying the name, title and true signature of each officer of such
        Loan
        Party executing the Loan Documents to which it is a party;

       

      (vii)           
        certified copies of the articles or certificate of incorporation, certificate
        of
        organization or limited partnership, or other registered organizational
        documents of each Loan Party, together with certificates of good standing
        or
        existence, as may be available from the Secretary of State of the jurisdiction
        of organization of such Loan Party and such other jurisdictions where such
        Loan
        Party qualified to do business as a foreign corporation as may be reasonably
        required by the Administrative Agent by written notice at least 3 Business
        Days
        prior to the anticipated Closing Date;

       

      (viii)                      
        Reserved;

       

      (ix)           
        favorable written opinion of Winston & Strawn LLP, special counsel to the
        Loan Parties, and favorable written opinions of local counsel to the Loan
        Parties in Virginia, in each case, addressed to the Administrative Agent
        and
        each of the Lenders, and covering such matters relating to the Loan Parties,
        the
        Loan Documents and the transactions contemplated therein as the Administrative
        Agent or the Required Lenders shall reasonably request;

       

      (x)           
        a certificate, in form and substance acceptable to the Administrative Agent,
        dated the Closing Date and signed by a Responsible Officer, certifying that
        (x)
        no Default or Event of Default exists, and (y) all representations and
        warranties of each Loan Party set forth in the Loan Documents are true and
        correct in all material respects (provided that if such representations and
        warranties are qualified by materiality, then the same must be true and correct
        in all respects);

       

      (xi)           
        to the extent that any Borrowing is requested by the Borrower on the Closing
        Date, a duly executed Notice of Borrowing;

       

       

      
        
          
          

        

        
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      (xii)           
        a duly executed funds disbursement agreement, together with a report setting
        forth the sources and uses of the proceeds of the Loans to be disbursed on
        the
        Closing Date, if any;

       

      (xiii)                      
        certified copies of all consents, approvals, authorizations, registrations
        and
        filings and orders required to be made or obtained under any Requirement
        of Law,
        or by any Material Contract of each Loan Party, in connection with the
        execution, delivery, performance, validity and enforceability of the Loan
        Documents or any of the transactions contemplated thereby, and such consents,
        approvals, authorizations, registrations, filings and orders shall be in
        full
        force and effect and all applicable waiting periods shall have expired, and
        no
        investigation or inquiry by any governmental authority regarding the Credit
        Facility or any transaction being financed with the proceeds thereof shall
        be
        ongoing;

       

      (xiv)                      
        Reserved;

       

      (xv)           
        a Perfection Certificate (as defined in the Security Agreement) with respect
        to
        the Loan Parties dated the Closing Date and duly executed by a Responsible
        Officer of the Borrower, and the results of a search of the Uniform Commercial
        Code filings (or equivalent filings) made with respect to the Loan Parties
        in
        the states (or other jurisdictions) of formation of such Persons, and in
        the
        case of the Perfection Certificate, in which the chief executive office of
        each
        such Person is located and in the other jurisdictions reasonably requested
        by
        the Administrative Agent, in each case as indicated on such Perfection
        Certificate, together with copies of the financing statements (or similar
        documents) disclosed by such search, and accompanied by evidence satisfactory
        to
        the Administrative Agent that the Liens indicated in any such financing
        statement (or similar document) would be permitted by Section 7.2or
        have been or will be
        contemporaneously released or terminated;

       

      (xvi)                      
        copies of the audited consolidated financial statements for Borrower and
        its
        Subsidiaries for the Fiscal Years ending September 30, 2005, September 30,
        2006
        and September 30, 2007;

       

      (xvii)                      
        a duly completed and executed Compliance Certificate of the including pro
        forma
        calculations of the financial covenants set forth in Article 6 hereof
        as
        of September 30, 2007;

       

      (xviii)                      
        certified copies of all agreements, indentures or notes governing the terms
        of
        any Material Indebtedness and all other Material Contracts; and

       

      (xix)                      
        a copy of, or a certificate as to coverage under, the insurance policies
        required by Section
        5.8.

       

      Borrower
        may satisfy its obligation to deliver the financial statements referred to
        in
        clause (xvi) and the Compliance Certificate referred to in clause (xvii)
        above
        by delivering such financial statements and such Compliance Certificate by
        electronic mail to such e-mail addresses as the Administrative Agent and
        Lenders
        shall have provided to Borrower.

       

      (c)           
        The Administrative Agent shall have received (i) the certificates representing
        the shares of Capital Stock pledged pursuant to the Pledge Agreement, together
        with an undated stock power for each such certificate executed in blank by
        a
        duly authorized officer of the pledgor thereof (in each case, to the extent
        such
        Capital Stock is certificated) and (ii) each promissory note pledged to the
        Administrative Agent pursuant to the Security Agreement endorsed (without
        recourse) in blank (or accompanied by an executed transfer form in blank
        satisfactory to the Administrative Agent) by the pledgor thereof.

       

       

      
        
          
          

        

        
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      (d)           
        Each document (including, without limitation, any Uniform Commercial Code
        financing statement) required by the Security Documents to be filed, registered
        or recorded in order to create in favor of the Administrative Agent, for
        the
        benefit of the Lenders, a perfected Lien on the Collateral described therein
        for
        which perfection is required by the terms of the applicable Security Document,
        prior and superior in right to any other Person (other than with respect
        to
        Liens expressly permitted by Section 7.2), shall
        be in proper form for filing, registration or recordation.

       

      Section
        3.2.                                
Each
        Credit Event.  The obligation of each Lender to make a Loan on
        the occasion of any Borrowing (but not the conversion or continuation of
        existing Loans) and of the Issuing Bank to issue, renew or extend any Letter
        of
        Credit is subject to the satisfaction of the following conditions:

       

      (a)           
        at the time of and immediately after giving effect to such Borrowing or the
        issuance, renewal or extension of such Letter of Credit, as applicable, no
        Default or Event of Default shall exist;

       

      (b)           
        at the time of and immediately after giving effect to such Borrowing or the
        issuance, renewal or extension of such Letter of Credit, as applicable, all
        representations and warranties of each Loan Party set forth in the Loan
        Documents shall be true and correct on and as of the date of such Borrowing
        or
        the date of issuance, extension or renewal of such Letter of Credit, in each
        case, in all material respects (or, to the extent such representations or
        warranties are expressly stated to be made as of a particular date, such
        representations and warranties are true and correct in all material respects
        as
        of such date), and, in each case, before and after giving effect thereto
        (provided that if any representations and warranties are qualified by
        materiality, then the same must be true and correct in all respects);
        and

       

      (c)           
        the Borrower shall have delivered the required Notice of Revolving Borrowing
        or
        a request for the issuance, renewal or extension of a Letter of Credit, as
        the
        case may be.

       

      Each
        Borrowing and each issuance, extension or renewal of any Letter of Credit
        shall
        be deemed to constitute a representation and warranty by the Borrower on
        the
        date thereof as to the matters specified in paragraphs (a) and (b) of this
Section
        3.2.

       

      Section
        3.3.                                
Delivery
        of Documents.  All of the Loan Documents, certificates, legal
        opinions and other documents and papers referred to in this Article 3, unless
        otherwise specified, shall be delivered to the Administrative Agent for the
        account of each of the Lenders.

       

      


      
        
          
          

        

        
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      ARTICLE
        4

       

      REPRESENTATIONS
        AND
        WARRANTIES

       

      The
        Borrower represents and warrants to the Administrative Agent and each Lender
        as
        follows:

       

      Section
        4.1.                                
Existence;
        Power.  The Borrower, each other Loan Party and each Material
        Subsidiary (i) is duly organized, validly existing and in good standing as
        a corporation, partnership or limited liability company under the laws of
        the
        jurisdiction of its organization, (ii) has all requisite power and
        authority to carry on its business as now conducted, and (iii) is duly
        qualified to do business, and is in good standing, in each jurisdiction where
        such qualification is required, except where a failure to be so qualified
        could
        not reasonably be expected to result in a Material Adverse Effect.

       

      Section
        4.2.                                
Organizational
        Power; Authorization.  The execution, delivery and performance
        by each Loan Party of the Loan Documents to which it is a party are within
        such
        Loan Party’s organizational powers and have been duly authorized by all
        necessary organizational, and if required, shareholder, partner or member,
        action. This Agreement has been duly executed and delivered by the Borrower,
        and constitutes,
        and each other Loan Document to which any Loan Party is a party, when executed
        and delivered by such Loan Party, will constitute, valid and binding obligations
        of the Borrower or such Loan Party (as the case may be), enforceable against
        it
        in accordance with their respective terms, except as may be limited by
        applicable bankruptcy, insolvency, reorganization, moratorium, or similar
        laws
        affecting the enforcement of creditors’ rights generally and by general
        principles of equity.

       

      Section
        4.3.                                
Governmental
        Approvals; No Conflicts.  The execution, delivery and
        performance by the Borrower of this Agreement, and by each Loan Party of
        the
        other Loan Documents to which it is a party (a) do not require any consent
        or
        approval of, registration or filing with, or any action by, any Governmental
        Authority, except those as have been obtained or made and are in full force
        and
        effect and actions necessary to perfect the Liens of the Administrative Agent,
        (b) will not violate any Requirements of Law applicable to the Borrower or
        any
        of its Subsidiaries or any judgment, order or ruling of any Governmental
        Authority, (c) will not violate or result in a default under any indenture,
        agreement or other instrument governing any Material Indebtedness or any
        Material Contract binding on the Borrower or any of its Subsidiaries or any
        of
        its assets or give rise to a right thereunder to require any payment to be
        made
        by the Borrower or any of its Subsidiaries and (d) will not result in the
        creation or imposition of any Lien on any asset of the Borrower or any of
        its
        Subsidiaries, except Liens created under the Loan Documents and Liens permitted by Section
        7.2.

       

      Section
        4.4.                                
Financial
        Statements.  The Borrower has furnished to each Lender the
        audited consolidated balance sheet of the Borrower and its Subsidiaries as
        of
        September 30, 2007, and the related consolidated statements of income,
        shareholders’ equity and cash flows for the Fiscal Year then ended audited by
        Ernst & Young LLP.  Such financial statements fairly present the
        consolidated financial condition of the Borrower and its Subsidiaries as
        of such
        date and the consolidated results of operations for such periods in conformity
        with GAAP consistently applied.  Since the date of issuance of the
        September 30, 2007 financial statements and notes thereto, there have been
        no
        changes with respect to the Borrower and its Subsidiaries which have had
        or
        could reasonably be expected to have, singly or in the aggregate, a Material
        Adverse Effect.

       

       

      
        
          
          

        

        
          51

          
            

          

        

        
          
          

        

      

       

      Section
        4.5.                                
Litigation
        and Environmental Matters.

       

      (a)           
        Except for the matters set forth on Schedule 4.5, no
        litigation, investigation or proceeding of or before any arbitrators or
        Governmental Authorities is pending against or, to the knowledge of the
        Borrower, threatened against or affecting the Borrower or any of its
        Subsidiaries (i) as to which there is a reasonable possibility of an adverse
        determination that could reasonably be expected to have, either individually
        or
        in the aggregate, a Material Adverse Effect or (ii) which in any manner draws
        into question the validity or enforceability of this Agreement or any other
        Loan
        Document.

       

      (b)           
        Except for the matters set forth on Schedule 4.5, except
        as could not reasonably be expected to have a Material Adverse Effect, neither
        the Borrower nor any of its Subsidiaries (i) has failed to comply with any
        Environmental Law or to obtain, maintain or comply with any permit, license
        or
        other approval required under any Environmental Law, (ii) has become subject
        to
        any Environmental Liability, (iii) has received notice of any claim with
        respect
        to any Environmental Liability or (iv) knows of any basis for any Environmental
        Liability.

       

      Section
        4.6.                                
Compliance
        with Laws and Agreements.  The Borrower and each Subsidiary is
        in compliance with (a) all Requirements of Law and all judgments, decrees
        and
        orders of any Governmental Authority and (b) all indentures, agreements or
        other
        instruments binding upon it or its properties, except where non-compliance,
        either singly or in the aggregate, could not reasonably be expected to result
        in
        a Material Adverse Effect.

       

      Section
        4.7.                                
Investment
        Company Act, Etc.  Neither the Borrower nor any of its
        Subsidiaries is (a) an “investment company” or is “controlled” by an “investment
        company”, as such terms are defined in, or is required to register under, the
        Investment Company Act of 1940, as amended, or (b) otherwise subject to any
        other regulatory scheme limiting its ability to incur debt or requiring any
        approval or consent from or registration or filing with, any Governmental
        Authority in connection therewith.

       

      Section
        4.8.                                
Taxes.  The
        Borrower and its Subsidiaries have timely filed or caused to be filed all
        Federal income tax returns and all other material tax returns that are required
        to be filed by them, and have paid all taxes shown to be due and payable
        on such
        returns or on any assessments made against it or its property and all other
        material taxes, fees or other charges imposed on it or any of its property
        by
        any Governmental Authority, except where the same are currently being contested
        in good faith by appropriate proceedings and for which the Borrower or such
        Subsidiary, as the case may be, has set aside on its books adequate reserves
        in
        accordance with GAAP.  Neither the Borrower nor any Subsidiary is
        aware of any proposed material tax assessment against the Borrower or any
        Subsidiary.

       

      Section
        4.9.                                
Margin
        Regulations.  None of the proceeds of any of the Loans or
        Letters of Credit will be used, directly or indirectly, for “purchasing” or
“carrying” any “margin stock” (with the respective meanings of each of such
        terms under Regulation U of the Board of Governors of the Federal Reserve
        System
        as now and from time to time hereafter in effect) in violation of such
        Regulation U or for any other purpose that violates the provisions of the
        Regulation U.  Neither the Borrower nor its Subsidiaries is engaged
        principally, or as one of its important activities, in the business of extending
        credit for the purpose of purchasing or carrying “margin stock.”

       

       

      
        
          
          

        

        
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      Section
        4.10.                                
ERISA.  No
        ERISA Event has occurred or is reasonably expected to occur that, when taken
        together with all other such ERISA Events for which liability is reasonably
        expected to occur, could reasonably be expected to result in a Material Adverse
        Effect.  The present value of all accumulated benefit obligations
        under each Plan (based on the assumptions used for purposes of Statement
        of
        Financial Standards No. 87) did not, as of the date of the most recent financial
        statements reflecting such amounts, exceed the fair market value of the assets
        of such Plan by an amount that if
        due and payable would not exceed $2,500,000, and the present value of all
        accumulated benefit obligations of all underfunded Plans (based on the
        assumptions used for purposes of Statement of Financial Standards No. 87)
        did
        not, as of the date of the most recent financial statements reflecting such
        amounts, exceed the fair market value of the assets of all such underfunded
        Plans by an amount that if due and
        payable would not exceed $2,500,000.

       

      Section
        4.11.                                
Ownership
        of Property.

       

      (a)           
        Each of the Borrower and its Subsidiaries has good title to, or valid leasehold
        interests in, all of its real and personal property material to the operation
        of
        its business, including all such properties reflected in the most recent
        audited
        consolidated balance sheet of the Borrower referred to in Section 4.4 or
        purported to have been acquired by the Borrower or any Subsidiary after said
        date (except as sold or otherwise disposed of in the ordinary course of
        business), in each case free and clear of Liens other than Liens permitted
        by
        this Agreement.  All leases that individually or in the aggregate are
        material to the business or operations of the Borrower and its Material
        Subsidiaries are valid and subsisting and are in full force.

       

      (b)           
        Each of the Borrower and its Material Subsidiaries owns, or is licensed,
        or
        otherwise has the right, to use, all patents, trademarks, service marks,
        trade
        names, copyrights and other intellectual property material to its business,
        and
        the use thereof by the Borrower and its Subsidiaries does not infringe in
        any
        material respect on the rights of any other Person.

       

      (c)           
        The properties of the Borrower and its Material Subsidiaries are insured
        with
        financially sound and reputable insurance companies which are not Affiliates
        of
        the Borrower, in such amounts with such deductibles and covering such risks
        as
        are customarily carried by companies engaged in similar businesses and owning
        similar properties in localities where the Borrower or any applicable Subsidiary
        operates.

       

      Section
        4.12.                                
Disclosure.  The
        Borrower has disclosed to the Lenders all agreements, instruments, and corporate
        or other restrictions to which the Borrower or any of its Subsidiaries is
        subject, and all other matters known to any of them, that, individually or
        in
        the aggregate, could reasonably be expected to result in a Material Adverse
        Effect.  Neither the Information Memorandum nor any of the reports
        (including without limitation all reports that the Borrower is required to
        file
        with the Securities and Exchange Commission), financial statements, certificates
        or other information furnished by or on behalf of the Borrower to the
        Administrative Agent or any Lender in connection with the negotiation or
        syndication of this Agreement or any other Loan Document or delivered hereunder
        or thereunder (as modified or supplemented by any other information so
        furnished) contains any material misstatement of fact or omits to state any
        material fact necessary to make the statements therein, in each case, taken
        as a
        whole, in light of the circumstances under which they were made, not misleading;
        provided, that with respect to projected financial information, the Borrower
        represents only that such information was prepared in good faith based upon
        assumptions that management of the Borrower believed to be reasonable at
        the
        time such projected financial information was prepared.

       

       

      
        
          
          

        

        
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      Section
        4.13.                                
Labor
        Relations.  There are no strikes, lockouts or other material
        labor disputes or grievances against the Borrower or any of its Subsidiaries,
        or, to the Borrower’s knowledge, threatened against or affecting the Borrower or
        any of its Subsidiaries, and no significant unfair labor practice, charges
        or
        grievances are pending against the Borrower or any of its Subsidiaries, or
        to
        the Borrower’s knowledge, threatened against any of them before any Governmental
        Authority which could reasonably be expected to have a Material Adverse
        Effect.  All payments due from the Borrower or any of its Subsidiaries
        pursuant to the provisions of any collective bargaining agreement have been
        paid
        or accrued as a liability on the books of the Borrower or any such Subsidiary,
        except where the failure to do so could not reasonably be expected to have
        a
        Material Adverse Effect.

       

      Section
        4.14.                                
Subsidiaries.  Schedule
        4.14 sets
        forth the name of, the ownership interest of the Borrower in, the jurisdiction
        of incorporation or organization of, and the type of, each Subsidiary and
        identifies each Subsidiary that is a Subsidiary Loan Party, in each case
        as of
        the Closing Date.

       

      Section
        4.15.                                
Insolvency.  After
        giving effect to the execution and delivery of the Loan Documents, the making
        of
        the Loans under this Agreement, neither the Borrower, nor any Loan Party
        nor any
        Subsidiary (other than Insignificant Subsidiaries, as the case may be) will
        be
“insolvent,” within the meaning of such term as defined in § 101 of Title 11 of
        the United States Code, as amended from time to time, or be unable to pay
        its
        debts generally as such debts become due, or have an unreasonably small capital
        to engage in any business or transaction, whether current or
        contemplated.

       

      Section
        4.16.                                
Reserved. 

       

      Section
        4.17.                                
OFAC.  No
        Loan Party (i) is a person whose property or interest in property is blocked
        or
        subject to blocking pursuant to Section 1 of Executive Order 13224 of September
        23, 2001 Blocking Property and Prohibiting Transactions With Persons Who
        Commit,
        Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii)
        engages in any dealings or transactions prohibited by Section 2 of such
        executive order, or is otherwise associated with any such person in any manner
        violative of Section 2, or (iii) is a person on the list of Specially Designated
        Nationals and Blocked Persons or subject to the limitations or prohibitions
        under any other U.S. Department of Treasury’s Office of Foreign Assets Control
        regulation or executive order.

       

       

      
        
          
          

        

        
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      Section
        4.18.                                
Patriot
        Act.  Each Loan Party is in compliance, in all material
        respects, with (i) the Trading with the Enemy Act, as amended, and each of
        the foreign assets control regulations of the United States Treasury Department
        (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation
        or executive order relating thereto, and (ii) the Uniting And Strengthening
        America By Providing Appropriate Tools Required To Intercept And Obstruct
        Terrorism (USA Patriot Act of 2001).  No part of the proceeds of the
        Loans will be used, directly or indirectly, for any payments to any governmental
        official or employee, political party, official of a political party, candidate
        for political office, or anyone else acting in an official capacity, in order
        to
        obtain, retain or direct business or obtain any improper advantage, in violation
        of the United States Foreign Corrupt Practices Act of 1977, as
        amended.

       

      Section
        4.19.                                
Reserved.  

       

      Section
        4.20.                                
Security
        Documents.

       

      (a)
        The Security
        Agreement, upon execution and delivery thereof by the parties thereto, will
        create in favor of the Administrative Agent, for the ratable benefit of the
        Lenders, a legal, valid and enforceable security interest in the Collateral
        (as
        defined in the Security Agreement) and the proceeds thereof, in which a security
        interest may be perfected under the New York Uniform Commercial Code as in
        effect at the relevant time by filing of financing statements or obtaining
        control or possession, and the Lien created under the Security Agreement
        is (or
        will be, upon the filing of appropriate financing statements and grants of
        security in Intellectual Property, the execution of appropriate control
        agreements and delivery of certificated securities and instruments to the
        Administrative Agent, in each case, to the extent required by the terms of
        the
        Security Agreement) a fully perfected Lien on, and security interest in,
        all
        right, title and interest of the Loan Parties in such Collateral), in each
        case
        prior and superior in right to any other person, other than with respect
        to
        Liens permitted by Section
        7.2.

       

      (b)           
        The Pledge Agreement, upon execution and delivery thereof by the parties
        thereto, will create in favor of the Administrative Agent, for the ratable
        benefit of the Lenders, a legal, valid and enforceable security interest
        in the
        Pledged Collateral (as defined in the Pledge Agreement) and the proceeds
        thereof, and, when such Collateral is delivered to the Administrative Agent,
        together with stock powers duly executed in blank, the Pledge Agreement shall
        constitute a fully perfected Lien on, and security interest in, all right,
        title
        and interest of the pledgor thereunder in such Collateral, in each case prior
        and superior in right to any other Person.

       

       

      
        
          
          

        

        
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      Section
        4.21.                                
Debarment
        and Suspension.  Except as set forth
        on
Schedule
        4.21, no
        event has occurred and, to the
        knowledge of the Borrower, no condition exists that is reasonably likely
        to
        result in the debarment or suspension of a Loan Party from any contracting
        with
        the Government, and no Loan Party nor any Affiliate of a Loan Party has been
        subject to any such debarment or suspension prior to the date of this
        Agreement.  There
        is no Government investigation or inquiry pending, or to the knowledge of
        the
        Borrower, threatened, against any Loan Party involving fraud, deception or
        willful misconduct in connection with any Government Contract of a Loan Party
        or
        a Subsidiary or any activities of any Loan Party or any Subsidiarythat could reasonably
        be expected to
        have a Material Adverse Effect.

       

      ARTICLE
        5

       

      AFFIRMATIVE
        COVENANTS

       

      The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains unpaid or outstanding:

       

      Section
        5.1.                                
Financial
        Statements and Other Information.  The Borrower will deliver to
        the Administrative Agent:

       

      (a)           
        as soon as available and in any event within 90 days after the end of each
        Fiscal Year of Borrower, a copy of the annual audited report for such Fiscal
        Year for the Borrower and its Subsidiaries, containing a consolidated balance
        sheet of the Borrower and its Subsidiaries as of the end of such Fiscal Year
        and
        the related consolidated statements of income, stockholders’ equity and cash
        flows (together with all footnotes thereto) of the Borrower and its Subsidiaries
        for such Fiscal Year, setting forth in each case in comparative form the
        figures
        for the previous Fiscal Year, all in reasonable detail and reported on by
        Ernst
& Young LLP or other independent public accountants of nationally recognized
        standing (without a “going concern” or like qualification, exception or
        explanation and without any qualification or exception as to scope of such
        audit) to the effect that such financial statements present fairly in all
        material respects the financial condition and the results of operations of
        the
        Borrower and its Subsidiaries for such Fiscal Year on a consolidated basis
        in
        accordance with GAAP and that the examination by such accountants in connection
        with such consolidated financial statements has been made in accordance with
        generally accepted auditing standards;

       

      (b)           
        as soon as available and in any event within 45 days after the end of each
        Fiscal Quarter of the Borrower, an unaudited consolidated balance sheet of
        the
        Borrower and its Subsidiaries as of the end of such Fiscal Quarter and the
        related unaudited consolidated statements of income and cash flows of the
        Borrower and its Subsidiaries for such Fiscal Quarter and the then elapsed
        portion of such Fiscal Year, setting forth in each case in comparative form
        the
        figures for the corresponding quarter and the corresponding portion of
        Borrower’s previous Fiscal Year;

       

      (c)           
        concurrently with the delivery of the financial statements referred to in
        clauses (a) and (b) above, a Compliance Certificate signed by the principal
        executive officer and the principal financial officer of the
        Borrower;

       

       

      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

       

      (d)           
        Intentionally Deleted;

       

      (e)           
        promptly after the same become publicly available, copies of all periodic
        and
        other reports, proxy statements and other materials filed with the Securities
        and Exchange Commission, or any Governmental Authority succeeding to any
        or all
        functions of said Commission, or with any national securities exchange, or
        distributed by the Borrower to its shareholders generally, as the case may
        be;

       

      (f)           
        not less than ten days prior to such change, written notice of any change
        (i) in
        any Loan Party’s corporate name, (ii) in the jurisdiction of organization or
        formation of any Loan Party, (iii) in any Loan Party’s identity or form of
        organization or (iv) in any Loan Party’s Federal Taxpayer Identification
        Number.  The Borrower also agrees promptly to notify the
        Administrative Agent if any material portion of the Collateral is damaged
        or
        destroyed;

       

      (g)           
        within 30 days after the commencement of each Fiscal Year, a budget for such
        Fiscal Year;

       

      (h)           
        concurrently with the delivery of the Compliance Certificate referred to
        in
        clause (c) above, a listing of the bonded contracts of the Borrower and its
        Subsidiaries and the receivables related to each such contract (on a
        contract-by-contract basis);

       

      (i)           
        concurrently with the delivery of the Compliance Certificate referred to
        in
        clause (c) above, a listing of all intercompany Indebtedness of the Borrower
        and
        its Subsidiaries, which listing shall contain a separate listing of all such
        intercompany Indebtedness issued
        as consideration in, or to provide all or any portion of the funds utilized
        to
        consummate a Permitted Acquisition; and

       

      (j)           
        promptly following any request therefor by the Administrative Agent or any
        Lender, such other information regarding the results of operations, business
        affairs and financial condition of the Borrower or any Subsidiary as the
        Administrative Agent or any Lender may reasonably request.

       

      Section
        5.2.                                
Notices
        of Material Events.

       

      (a)           
        The Borrower will furnish to the Administrative Agent and each Lender prompt
        written notice of the following after a Responsible Officer of the Borrower
        has
        knowledge thereof:

       

      (i)           
        the occurrence of any Default or Event of Default;

       

      (ii)           
        the filing or commencement of any action, suit or proceeding by or before
        any
        arbitrator or Governmental Authority against or, to the knowledge of the
        Borrower, affecting the Borrower or any Subsidiary which could reasonably
        be
        expected to result in a Material Adverse Effect;

       

      (iii)           
        the occurrence of any event or any other development by which the Borrower
        or
        any of its Subsidiaries (i) fails to comply with any Environmental Law or
        to
        obtain, maintain or comply with any permit, license or other approval required
        under any Environmental Law, (ii) becomes subject to any Environmental
        Liability, (iii) receives notice of any claim with respect to any Environmental
        Liability, or (iv) becomes aware of any basis for any Environmental Liability
        and in each of the preceding clauses, which individually or in the aggregate,
        could reasonably be expected to result in a Material Adverse
        Effect;

       

       

      
        
          
          

        

        
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      (iv)           
        the occurrence of any ERISA Event that alone, or together with any other
        ERISA
        Events that have occurred, could reasonably be expected to result in liability
        of the Borrower and its Subsidiaries in an aggregate amount exceeding
        $2,500,000;

       

      (v)           
        the occurrence of any default or event of default, or the receipt by Borrower
        or
        any of its Subsidiaries of any written notice of an alleged default or event
        of
        default, respect of any Material Indebtedness of the Borrower or any of its
        Subsidiaries;

       

      (vi)           
        promptly after any Loan Party’s
        receipt thereof, notice of any final decision of a contracting officer
        disallowing costs, which disallowed costs arise out of any audit of Government
        Contracts of any Loan Partyand which could reasonably
        be expected
        to have a Material Adverse Effect; and

       

      (vii)           
        any other development that results in, or could reasonably be expected to
        result
        in, a Material Adverse Effect.

       

      (b)           
        Each notice delivered under this Section 5.2 shall
        be
        accompanied by a written statement of a Responsible Officer setting forth
        the
        details of the event or development requiring such notice and any action
        taken
        or proposed to be taken with respect thereto.

       

      Section
        5.3.                                
Existence;
        Conduct of Business.  The Borrower will, and will cause each of
        its Subsidiaries to, do or cause to be done all things necessary to preserve,
        renew and maintain in full force and effect its legal existence and its
        respective rights, licenses, permits, privileges, franchises, patents,
        copyrights, trademarks and trade names material to the conduct of its business,
        and will continue to engage in the same business as presently conducted or
        such
        other businesses that are reasonably related thereto; provided, that
        nothing in this Section 5.3 shall
        prohibit any merger, consolidation, liquidation or dissolution permitted
        under
Section
        7.3.

       

      Section
        5.4.                                
Compliance
        with Laws, Etc.  The Borrower will, and will cause each of its
        Subsidiaries to, comply with all laws, rules, regulations and requirements
        of
        any Governmental Authority applicable to its business and properties, including
        without limitation, all Environmental Laws, ERISA and OSHA, except where
        the
        failure to do so, either individually or in the aggregate, could not reasonably
        be expected to result in a Material Adverse Effect.

       

      Section
        5.5.                                
Payment
        of Obligations.  The Borrower
        will, and will cause each of its Subsidiaries to, pay and discharge at or
        before
        maturity, all of its obligations and liabilities (including without limitation
        all tax liabilities and claims that could result in a statutory Lien) before
        the
        same shall become delinquent or in default, except where the failure to make
        payment or to discharge could not reasonably be expected to result in a Material
        Adverse Effect.

       

      Section
        5.6.                                
Books
        and
        Records.  The Borrower will, and will cause each of its
        Subsidiaries to, keep proper books of record
        and
        account in which full, true and correct entries shall be made of all dealings
        and transactions in relation to its business and activities to the extent
        necessary to prepare the consolidated financial statements of Borrower in
        conformity with GAAP.

       

       

      
        
          
          

        

        
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      Section
        5.7.                                
Visitation,
        Inspection, Etc.  The Borrower will, and will cause each of its
        Subsidiaries to, permit any representative of the Administrative Agent or
        one of
        its representatives or designees (which may be any Lender), to visit and
        inspect
        its properties, to examine its books and records and to make copies and take
        extracts therefrom, to discuss its affairs, finances and accounts with any
        of
        its officers and with its independent certified public accountants, all
        at such reasonable times and as often as the Administrative Agent or any
        Lender
        may reasonably request after reasonable prior notice to the Borrower; provided,
however,
        if an Event
        of Default has occurred and is continuing, no prior notice shall be required;
        provided, further,
        that so long
        as no Event of Default exists, the Borrower shall not be required to reimburse
        the Administrative Agent for visits or inspections made more frequently than
        once each Fiscal Year.  If an Event of Default has
        occurred and
        is continuing, the
        Administrative Agent may discuss the status of Government Contracts of each
        Loan
        Party with the applicable contracting officers.  The Administrative
        Agent agrees to (a) give the Borrower not fewer than two days’ prior written
        notice of taking any action described in the preceding sentence, (b) obtain
        the
        Borrower’s permission (which is not to be unreasonably withheld, conditioned or
        delayed) prior to contacting the contracting officer under any Government
        Contract, and (c) provide the Borrower an opportunity to participate in any
        such
        discussion.

       

      Section
        5.8.                                
Maintenance
        of Properties; Insurance.  The
        Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain
        all property material to the conduct of its business in good working order
        and
        condition, ordinary wear and tear excepted, (b) maintain with financially
        sound
        and reputable insurance companies, insurance with respect to its properties
        and
        business, and the properties and business of its Subsidiaries, against loss
        or
        damage of the kinds customarily insured against by companies in the same
        or
        similar businesses operating in the same or similar locations, and (c) with
        respect to the Borrower and its Domestic Subsidiaries that are Material
        Subsidiaries, at all times shall name Administrative Agent as additional
        insured
        on all liability policies of the Borrower and its Subsidiaries.

       

      Section
        5.9.                                
Use
        of Proceeds and Letters of Credit.  The Borrower will use the
        proceeds of all Loans to refinance the Indebtedness of the Borrower outstanding
        and pay transactional expenses related thereto, finance working capital needs
        and Permitted Acquisitions and pay transactional expenses related thereto,
        repurchases of shares of Capital Stock permitted by this Agreement, finance
        Capital Expenditures and for other general corporate purposes of the Borrower
        and its Subsidiaries.  No part of the proceeds of any Loan will be
        used, whether directly or indirectly, for any purpose that would violate
        any
        rule or regulation of the Board of Governors of the Federal Reserve System,
        including Regulations T, U or X.  All Letters of Credit will be used
        for general corporate purposes and to make Capital Expenditures and consummate
        Permitted Acquisitions, in each case to the extent permitted by the terms
        and
        conditions of this Agreement and the other Loan Documents.

       

      Section
        5.10.                                
Intentionally
        Deleted.

       

       

      
        
          
          

        

        
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      Section
        5.11.                                
Additional
        Subsidiaries.  If any Domestic Subsidiary that is a Material
        Subsidiary is acquired or formed after the Closing Date, the Borrower will
        promptly notify the Administrative Agent and the Lenders thereof and, within
        twenty (20) Business Days after any such Domestic Subsidiary is acquired
        or
        formed, will cause such Domestic Subsidiary to become a Subsidiary Loan Party
        if
        such Domestic Subsidiary is a Material Subsidiary.  If any Domestic
        Subsidiary in existence as of the Closing Date becomes a Material Subsidiary
        after the Closing Date, the Borrower will promptly notify the Administrative
        Agent and the Lenders thereof and, within twenty (20) Business Days after
        such
        Domestic Subsidiary becomes a Material Subsidiary, will cause such Domestic
        Subsidiary to become a Subsidiary Loan Party.  A Domestic Subsidiary
        that is a Material Subsidiary shall become an additional Subsidiary Loan
        Party
        by executing and delivering to the Administrative Agent a Subsidiary Guaranty
        Supplement, a Security Agreement and such other Security Documents as are
        required by Section
        5.12, accompanied by (i) all other Loan Documents related thereto,
        (ii) certified copies of certificates or articles of incorporation or
        organization, by-laws, membership operating agreements, and other organizational
        documents, appropriate authorizing resolutions of the board of directors
        of such
        Subsidiaries, and opinions of counsel comparable to those delivered pursuant
        to
Section 3.1,
        and (iii) such other documents as the Administrative Agent may reasonably
        request.  Such Person shall also pledge, or cause any Person owning
        Capital Stock of such Person to pledge (and each Loan Party that owns, or
        shall
        hereafter own, such Capital Stock hereby agrees to pledge), all Capital Stock
        of
        such Person to the Administrative Agent as security for the Obligations by
        executing and delivering a new Pledge Agreement or a joinder to an existing
        Pledge Agreement, and by delivering the original stock certificates evidencing
        such Capital Stock (if certificated) to the Administrative Agent, together
        with
        appropriate stock powers executed in blank.  No Subsidiary that
        becomes a Subsidiary Loan Party shall thereafter cease to be a Subsidiary
        Loan
        Party or be entitled to be released or discharged from its obligations under
        the
        Subsidiary Guaranty Agreement or its respective Security Agreement and Pledge
        Agreement; provided, however, that the Administrative Agent and the Lenders
        agree that any Subsidiary Loan Party that no longer qualifies as a Material
        Subsidiary shall be so released or discharged upon the reasonable written
        request of the Borrower, subject to reinstatement of the requirement that
        such
        Subsidiary become a Subsidiary Loan Party again, in accordance with the
        requirements of this Section
        5.11.  In the event that any Person becomes a Foreign
        Subsidiary owned directly by the Borrower or a Domestic Subsidiary of the
        Borrower, whether pursuant to an acquisition or otherwise, (x) the Borrower
        shall promptly notify the Administrative Agent and the Lenders thereof and
        (y)
        no later than sixty (60) days after such Person becomes a Foreign Subsidiary,
        or
        if the Administrative Agent determines in its reasonable discretion that
        the
        Borrower is working in good faith, such longer period as the Administrative
        Agent shall permit not to exceed sixty (60) additional days, the Borrower
        shall,
        or shall cause its Domestic Subsidiary owning such Person, (i) to pledge
        sixty-five percent (65%) of the Capital Stock of such Foreign Subsidiary
        to the
        Administrative Agent as security for the Obligations pursuant to a Pledge
        Agreement, or a joinder to the Pledge Agreement, (ii) to deliver the original
        stock certificates evidencing such pledged Capital Stock (if certificated),
        together with appropriate stock powers executed in blank and (iii) to deliver
        all such other documentation (including without limitation, lien searches,
        legal
        opinions and certified organizational documents) and to take all such other
        actions as the Borrower or such Domestic Subsidiary would have been required
        to
        deliver and take pursuant to Section 3.1 if such
        Subsidiary had been a Foreign Subsidiary on the Closing Date.  If, at
        any time, the aggregate revenue (on a non-consolidated basis) of the Borrower
        and those Domestic Subsidiaries that are then Subsidiary Loan Parties are
        less
        than the Aggregate Subsidiary Threshold, then the Borrower shall cause one
        or
        more other Domestic Subsidiaries to become additional Subsidiary Loan Parties,
        as provided herein, within twenty (20) Business Days after the Borrower delivers financial
        statements pursuant to Section
        5.1 that demonstrate
        that the
        Aggregate Subsidiary Threshold is not exceeded so that after including the
        revenue and assets of any such additional Subsidiary Loan Parties, the aggregate
        revenue and assets (on a non-consolidated basis) of the Borrower and all
        such
        Subsidiary Loan Parties would equal or exceed the Aggregate Subsidiary
        Threshold.

       

       

      
        
          
          

        

        
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      Section
        5.12.                                
Further
        Assurances.  The Borrower will, and will cause each of its
        Subsidiaries to, execute any and all further documents, financing statements,
        agreements and instruments, and take all further action (including filing
        Uniform Commercial Code and other financing statements, mortgages and deeds
        of
        trust and preparing all documentation relating to filings under the Assignment
        of Claims Act) that may be required under applicable law, or that the Required
        Lenders or the Administrative Agent may reasonably request, in order to
        effectuate the transactions contemplated by the Loan Documents and in order
        to
        grant, preserve, protect and perfect the validity and first priority of the
        security interests created or intended to be created by the Security Documents;
        provided, however, that notwithstanding anything else to the contrary in
        the
        Loan Documents, none of the Loan Parties shall be required to make filings
        under
        the Assignment of Claims Act for the assignment of Government Contracts to
        the
        Administrative Agent unless (a) such Government Contract constitutes a Material
        Contract and (b) the Administrative Agent shall have requested, in its
        reasonable discretion, that a filing under the Assignment of Claims Act be
        made
        with respect to such Government Contract.  The Borrower will cause any
        subsequently acquired or organized Subsidiary to become a Loan Party as and
        to
        the extent required by Section
        5.11.  In addition, from time to time, the Borrower will, at
        its cost and expense, promptly secure the Obligations by pledging or creating,
        or
        causing to be pledged or created security interests with respect to such
        of its
        assets and properties and those of its Material Subsidiaries that are Domestic
        Subsidiaries (other than Excluded Property (as such term is defined in any
        Security Document)) as the Administrative Agent or the Required Lenders shall
        designate and as otherwise provided by the terms of Section 5.11 pursuant
        to the Security Agreement and Pledge Agreement, perfected to the extent required
        by the terms of such Security Documents).  Such security interests and
        Liens will be created under the Security Documents and other security
        agreements, mortgages, deeds of trust and other instruments and documents
        in
        form and substance reasonably satisfactory to the Administrative Agent, and
        the
        Borrower shall deliver or cause to be delivered to the Lenders all such
        instruments and documents (including legal opinions, title insurance policies
        and lien searches) as the Administrative Agent shall reasonably request to
        evidence compliance with this Section 5.12.  The Borrower agrees to
        provide such evidence as the Administrative Agent shall reasonably request
        as to
        the perfection and priority status of each such security interest and
        Lien.  In furtherance of the foregoing, the Borrower will give prompt
        notice to the Administrative Agent of the acquisition by the Borrower or
        any of
        the Subsidiaries of any fee interest in real property (excluding leasehold
        interests and leasehold improvements) having a value in excess of
        $1,000,000.

       

      


      
        
          
          

        

        
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      ARTICLE
        6

       

      FINANCIAL
        COVENANTS

       

      The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains unpaid or outstanding:

       

      Section
        6.1.                                
Leverage
        Ratio.  The Borrower will maintain, as of the end of each
        Fiscal Quarter, commencing with the Fiscal Quarter ending March 31, 2008,
        a
        Leverage Ratio of not greater than 3.00:1.

       

      Section
        6.2.                                
Fixed
        Charge Coverage Ratio.  The Borrower will maintain, as of the
        end of each Fiscal Quarter, commencing with the Fiscal Quarter ending March
        31,
        2008, a Fixed Charge Coverage Ratio of not less
        than
        1.50 to 1.

       

      ARTICLE
        7

       

      NEGATIVE
        COVENANTS

       

      The
        Borrower covenants and agrees that so long as any Lender has a Commitment
        hereunder or any Obligation remains outstanding:

       

      Section
        7.1.                                
Indebtedness
        and Disqualified Stock.  The Borrower will not, and will not
        permit any of its Subsidiaries to issue any Disqualified Stock or to, create,
        incur, assume or suffer to exist any Indebtedness, except:

       

      (a)           
        Indebtedness created pursuant to the Loan Documents;

       

      (b)           
        Indebtedness of the Borrower and its Subsidiaries existing on the date hereof
        and set forth on Schedule 7.1(b) and
        Permitted Refinancings thereof;

       

      (c)           
        Indebtedness of the Borrower or any Subsidiary incurred to finance the
        acquisition, construction or improvement of any fixed or capital assets,
        including Capital Lease Obligations, and any Indebtedness assumed in connection
        with the acquisition of any such assets or secured by a Lien on any such
        assets
        prior to the acquisition thereof; provided, that such Indebtedness is incurred
        prior to or within 90 days after such acquisition or the completion of such
        construction or improvements or Permitted Refinancings thereof; provided
        further, that the aggregate principal amount of such Indebtedness does not
        exceed $5,000,000 at any time outstanding;

       

      (d)           
        Indebtedness of the Borrower owing to any Subsidiary and of any Subsidiary
        owing
        to the Borrower or any other Subsidiary; provided, that
        any
        such Indebtedness shall be evidenced by the Intercompany Note; and provided further
        that the aggregate principal amount of
        all such Indebtedness owing by Subsidiaries that are not Loan Parties to
        any
        Loan Party, when aggregated with the Guarantees by any Loan Party of any
        Indebtedness of any Subsidiary that is not Loan Party permitted by the last
        proviso of Section
        7.1(e), does not exceed the
        sum of (1) the aggregate principal amount of such Indebtedness
        existing on the date hereof and set forth on Schedule 7.1(d),
        (2) the aggregate principal amount of any Indebtedness issued as consideration in,
        or to
        provide all or any portion of the funds utilized to consummate, a
        Permitted Acquisition, and (3) the greater of (A) $25,000,000 or
        (B) 5% of the total assets of the Borrower and its Subsidiaries determined
        on a consolidated basis, as of any
        date of determination;

       

       

      
        
          
          

        

        
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      (e)           
        Guarantees by the Borrower of Indebtedness of any Subsidiary and by any
        Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided, that
the
        aggregate principal amount of all
        such Guarantees by a Loan Party of any Indebtedness of any Subsidiary that
        is
        not a Loan Party, when aggregated with the Indebtedness of any Subsidiary
        that
        is not a Loan Party owing to a Loan Party permitted by the last proviso of
        Section
        7.1(d),
        does not exceed the sum of
(1) the aggregate principal amount of the Indebtedness owing by Subsidiaries
        that are not Loan
        Parties to any Loan Party existing on the date hereof and set forth on
Schedule
        7.1(d), (2) the aggregate principal amount of any Indebtedness issued as consideration
        in, or to
        provide all or any portion of the funds utilized to consummate, a
        Permitted Acquisition, and (3) the greater of (A) $25,000,000 or
        (B) 5% of the total assets of the Borrower and its Subsidiaries determined
        on a consolidated basis, as of any
        date of determination;

       

      (f)           
        Indebtedness arising under sale and leaseback transactions permitted pursuant
        to
Section
        7.9;

       

      (g)           
        Indebtedness in respect of Hedging Obligations permitted by Section
        7.10;

       

      (h)           
        pension fund and other employee
        benefit plan obligations and liabilities to the extent they are permitted
        to
        remain unfunded under applicable law;

       

      (i)           
        Indebtedness of a Subsidiary
        of
        the Borrower issued and outstanding on the date on which such Subsidiary
        was
        acquired by the Borrower or a Subsidiary of the Borrower in a transaction
        constituting a Permitted Acquisition (other than Indebtedness issued as
        consideration in, or to provide all or any portion of the funds utilized
        to
        consummate such Permitted Acquisition) and any Permitted Refinancing thereof;
        provided howeverthat
        the aggregate principal amount of
        all such Indebtedness does not exceed $5,000,000 at any time
        outstanding;

       

      (j)           
        Guarantees of the Borrower
        or any
        of its Subsidiaries incurred in the ordinary course of business with respect
        to
        surety and appeal bonds, performance and return-of-money bonds and other
        similar
        obligations;

       

      (k)           
        Indebtedness (including intraday
        cash management lines relating thereto) of Subsidiaries that are not Domestic
        Subsidiaries pursuant to over-draft or similar lines of credit and/or working
        capital facilities such that the aggregate amount of such Indebtedness
        outstanding under this clause (k) at any time does not exceed
        $10,000,000;

       

      (l)           
        Indebtedness arising from
        agreements of the Borrower or any Subsidiary of the Borrower providing for
        indemnification, adjustment of purchase price or similar obligations (including
        earn-outs), in each case entered into in connection with Permitted Acquisitions
        or the disposition of any business, assets or Capital Stock of any Subsidiary
        of
        the Borrower to the extent permitted by this Agreement; and

       

       

      
        
          
          

        

        
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      (m)           
        other unsecured Indebtedness of the Borrower or its Subsidiaries in an aggregate
        principal amount not to exceed $5,000,000 at any time outstanding.

       

      The
        Borrower will not, and will not permit any Subsidiary to, issue any preferred
        stock or other preferred equity interests that (i) matures or is mandatorily
        redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or
        may
        become redeemable or repurchaseable by the Borrower or such Subsidiary at
        the
        option of the holder thereof, in whole or in part or (iii) is convertible
        or
        exchangeable at the option of the holder thereof for Indebtedness or preferred
        stock or any other preferred equity interests described in this paragraph,
        on or
        prior to, in the case of clause (i), (ii) or (iii), the first anniversary
        of the
        Revolving Commitment Termination Date.

       

      Section
        7.2.                                
Negative
        Pledge.  The Borrower
        will
        not, and will not permit any of its Subsidiaries to, create, incur, assume
        or
        suffer to exist any Lien on any of its assets or property now owned or hereafter
        acquired or, except:

       

      (a)           
        Liens securing the Obligations, provided, however,
        that no
        Liens may secure Hedging Obligations without securing all other Obligations
        on a
        basis at least pari passu with such Hedging Obligations and subject to the
        priority of payments set forth in Section 2.22 or Section
        8.2 of this
        Agreement;

       

      (b)           
        Permitted Encumbrances;

       

      (c)           
        any Liens on any property or asset of the Borrower or any Subsidiary existing
        on
        the Closing Date set forth on Schedule 7.2; provided,
        that such
        Lien shall not apply to any other property or asset of the Borrower or any
        Subsidiary;

       

      (d)           
        Liens securing Indebtedness permitted pursuant to Sections 7.1(c),
(f)
        and (i); provided,
        that such
        Lien does not extend to any other asset, and in the case of Indebtedness
        permitted by Section
        7.1(c), (i) such Lien attaches to such asset concurrently or within 90
        days after the acquisition, improvement or completion of the construction
        thereof; and (ii) the Indebtedness secured thereby does not exceed the cost
        of
        acquiring, constructing or improving such fixed or capital assets;

       

      (e)           
        extensions, renewals, or replacements of any Lien referred to in paragraphs
        (a)
        through (d) of this Section 7.2; provided,
        that the
        principal amount of the Indebtedness secured thereby is not increased and
        that
        any such extension, renewal or replacement is limited to the assets originally
        encumbered thereby;

       

      (f)           
        Liens granted to secure obligations any surety bond permitted pursuant to
Section 7.1(j), to
        the extent that such Liens attach only to amounts payable under the contract
        Guaranteed under such surety bond and any materials or equipment provided
        under
        such contract;

       

      (g)           
        Liens securing Indebtedness permitted by Section 7.1(k);
        and

       

      (h)           
        Liens on any property of the
        Borrower or any of its Subsidiaries securing any of their Indebtedness or
        their
        other liabilities; provided,
however,
        that the aggregate outstanding
        principal amount of all such Indebtedness and other liabilities shall not
        exceed
        $1,000,000 at any time.

       

       

      
        
          
          

        

        
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      Section
        7.3.                                
Fundamental
        Changes.

       

      (a)           
        The Borrower will not, and will not permit any Subsidiary to, merge into
        or
        consolidate into any other Person, or permit any other Person to merge into
        or
        consolidate with it, or sell, lease, transfer or otherwise dispose of (in
        a
        single transaction or a series of transactions) all or substantially all
        of its
        assets (in each case, whether now owned or hereafter acquired) or all or
        substantially all of the stock of any of its Subsidiaries (in each case, whether
        now owned or hereafter acquired) or liquidate or dissolve; provided,
that
        if at the time thereof
        and immediately after giving effect thereto, no Default or Event of Default
        shall have occurred and be continuing (i) the Borrower or any Subsidiary
        may
        merge with a Person if the Borrower (or such Subsidiary if the Borrower is
        not a
        party to such merger) is the surviving Person, (ii) any Subsidiary may merge
        into another Subsidiary; provided, that
        if any
        party to such merger is a Subsidiary Loan Party, the Subsidiary Loan Party
        shall
        be the surviving Person, (iii) any Subsidiary may sell, transfer, lease or
        otherwise dispose of all or substantially all of its assets to the Borrower
        or
        to a Subsidiary Loan Party and, if the selling Subsidiary is not a Subsidiary
        Loan Party, to any Subsidiary and (iv) any Subsidiary (other than a Subsidiary
        Loan Party) may liquidate or dissolve if the Borrower determines in good
        faith
        that such liquidation or dissolution is in the best interests of the Borrower
        and is not materially disadvantageous to the Lenders; provided, that
        any
        such merger involving a Person that is not a wholly-owned Subsidiary immediately
        prior to such merger shall not be permitted unless also permitted by Section 7.4.

       

      (b)           
        The Borrower will not, and will not permit any of its Subsidiaries to, engage
        in
        any business other than businesses of the type conducted by the Borrower
        and its
        Subsidiaries on the date hereof and businesses reasonably related
        thereto.

       

      Section
        7.4.                                
Investments,
        Loans, Etc. The Borrower will not, and will not permit any of its
        Subsidiaries to, purchase, hold or acquire (including pursuant to any merger
        with any Person that was not a wholly-owned Subsidiary prior to such merger),
        any common stock, evidence of indebtedness or other securities (including
        any
        option, warrant, or other right to acquire any of the foregoing) of, make
        or
        permit to exist any loans or advances to, Guarantee any obligations of, or
        make
        or permit to exist any investment or any other interest in, any other Person
        (all of the foregoing being collectively called “Investments”), or
        purchase or otherwise acquire (in one transaction or a series of transactions)
        any assets of any other Person that constitute a business unit, or create
        or
        form any Subsidiary, except:

       

      (a)           
        Investments (other than Permitted Investments) existing on the date hereof
        and
        set forth on Schedule
        7.4 and Investments in Subsidiaries existing on the date
        hereof;

       

      (b)           
        cash and Permitted Investments;

       

      (c)           
        Guarantees constituting Indebtedness permitted by Section
        7.1;

       

      (d)           
        (i) Investments by any Loan
        Party in any Loan Party, (ii) Investments by any Subsidiary that is not a
        Loan Party in any other Subsidiary that is not a Loan Party,
        (iii) Investments by
        any Subsidiary that is not a Loan Party in any Loan Party; provided that
        if such Investment is in the form of an
        intercompany loan, the obligations of such Loan Party under any such
        intercompany loan shall be evidenced by the Intercompany Note,
        (iv) Investments by any Loan Party in any Subsidiary that is not a Loan
        Party; provided that
        the aggregate outstanding amount of all
        such Investments (excluding Investments made in the form of intercompany
        Indebtedness permitted by this Agreement) permitted pursuant to this clause
        (iv)
        shall not exceed $5,000,000 at any time outstanding; and provided further that
        if such Investment is in the form of an
        intercompany loan, the obligations owing to such Loan Party under any such
        intercompany loan shall be evidenced by the Intercompany Note and such
        Investments shall be subject to the limitations contained in Sections
        7.1(d);

       

       

      
        
          
          

        

        
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      (e)           
        Loans or advances to employees, officers or directors of the Borrower or
        any
        Subsidiary in the ordinary course of business for travel, relocation and
        related
        expenses; provided,
        however, that the aggregate amount of all such loans and advances does
        not exceed $500,000 at any time;

       

      (f)           
        Restricted Payments permitted by Section
        7.5;

       

      (g)           
        Permitted Acquisitions (and Investments acquired in connection with a Permitted
        Acquisition); provided, however,
        that the
        aggregate value of the sum of current and deferred cash and securities to
        be
        paid and issued, plus Indebtedness paid or assumed, in connection with Permitted
        Acquisitions involving the acquisition of a minority share of the capital
        stock
        or other equity interests of a Person or business shall not exceed $10,000,000
        in any fiscal year of the Borrower, unless otherwise approved by the
        Administrative Agent and the Required Lenders;

       

      (h)           
        Hedging Transactions permitted by Section
        7.10;

       

      (i)           
        (A) endorsements for collection
        or
        deposit in the ordinary course of business and consistent with past practice,
        and (B) extensions of trade credit (other than to Affiliates of the Borrowers)
        arising or acquired in the ordinary course of business and consistent with
        past
        practice;

       

      (j)           
        Investments consisting of
        (i)
        accounts receivables incurred in the ordinary course of businessand consistent with
        past
        practice, (ii) negotiable
        instruments held for collection in the ordinary course of business and
        consistent with past practice, (iii) lease, utility and other similar deposits
        in the ordinary course of business, and (iv) securities of
        trade creditors or
        customers that are received in settlement of bona
        fidedisputes or pursuant
        to
        any plan of reorganization or liquidation or similar arrangement upon the
        bankruptcy or insolvency of such trade creditors or customers;

       

      (k)           
        Investments representing
        consideration for asset sales permitted by Section
        7.6;
        and

       

      (l)           
        other Investments in an aggregate
        outstanding amount not to exceed $1,000,000.

       

      Section
        7.5.                                
Restricted
        Payments. The Borrower will
        not, and will not permit
        its
        Subsidiaries to, declare or make,
        or
        agree to pay or make, directly or indirectly, any dividend on any class of
        its
        stock, or make any payment on account of, or set apart assets for a sinking
        or
        other analogous fund for, the purchase, redemption, retirement, defeasance
        or
        other acquisition of, any shares of common stock or Indebtedness subordinated
        to
        the Obligations of the Borrower or any Guarantee thereof or any options,
        warrants, or other rights to purchase such common stock or such Indebtedness,
        whether now or hereafter outstanding (each, a “Restricted Payment”),
        except for (i) dividends payable by the Borrower solely in shares of any
        class of its common stock, (ii) Restricted Payments made by any Subsidiary
        to the Borrower or to another Subsidiary, on at least a pro rata basis with
        any
        other shareholders if such Subsidiary is not wholly owned by the Borrower
        and
        other wholly owned Subsidiaries, (iii) cash dividends and distributions
        paid on the common stock of the Borrower, at a rate not to exceed $0.48 per
        share per annum (such amount to be appropriately adjusted to reflect any
        stock
        split, reverse stock split, stock dividend or similar transaction after the
        Closing Date such that the aggregate amount payable after such transaction
        is
        the same as the amount payable immediately prior to such transaction), and
        (iv) other Restricted Payments made by the Borrower, provided, that
        for
        the purpose of this clause (iv), (x) no Default or Event of Default has
        occurred and is continuing at the time such Restricted Payment is declared,
        made
        or paid, nor would occur after giving effect thereto, and (y) after giving
        pro forma effect to such Restricted Payment and the incurrence of any
        Indebtedness in connection therewith, the Borrower would be in compliance
        with
        the financial covenants set forth in Sections 6.1 and
6.2.

       

       

      
        
          
          

        

        
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      Section
        7.6.                                
Sale
        of
        Assets.  The Borrower will not, and will not permit any of its
        Subsidiaries to, convey, sell, lease, assign, transfer or otherwise dispose
        of,
        any of its assets, business or property, whether now owned or hereafter
        acquired, or, in the case of any Subsidiary, issue or sell any shares of
        such
        Subsidiary’s common stock to any Person other than the Borrower or a Subsidiary
        Loan Party (or to qualify directors if required by applicable law),
        except:

       

      (a)           
        the sale or other disposition for fair market value of obsolete or worn out
        property or other property not necessary for operations disposed of in the
        ordinary course of business other than leases and licenses of real property
        in
        the ordinary course of business;

       

      (b)           
        the sale of inventory and Permitted Investments in the ordinary course of
        business;

       

      (c)           
        subject to the mandatory prepayment requirements of Section 2.13, the
        sale of the McLean Property;

       

      (d)           
        (i) a true lease or sublease
        of
        real property not constituting Indebtedness and not entered into as part
        of a
        sale and leaseback transaction and (ii) a sale of property pursuant to a
        sale
        and leaseback transaction; provided, however, that the aggregate fair market
        value (measured at the time of the applicable sale) of all property covered
        (x)
        by all outstanding sale and leaseback transactions at any time shall not
        exceed
        $1,000,000 or (y) by any single outstanding sale and leaseback transaction
        shall
        not exceed $500,000;

       

      (e)           
        (i) any sale of any property
        by
        the Borrower or any Subsidiary to the Borrower or any Subsidiary, subject
        to the provisions of
Section
        7.7, and(ii) any
        Restricted Payment by any
        Subsidiary permitted pursuant to Section
        7.5;

       

       

      
        
          
          

        

        
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      (f)           
        the abandonment or non-renewal
        by
        any Borrower of its Intellectual Property assets which the Borrower has
        reasonably determined are not, either individually or collectively material
        to
        the business, operations or prospects of the Borrower; and

       

      (g)           
        the sale or other disposition of the assets set forth on Schedule 7.6(g);
        and

       

      (h)           
        the sale or other disposition of other assets in an aggregate amount not
        to
        exceed 5% of the consolidated assets of the Borrower and its Subsidiaries
        in any
        Fiscal Year, as determined on a consolidated basis in accordance with
        GAAP.

       

      Section
        7.7.                                
Transactions
        with Affiliates.  The Borrower will not, and will not permit
        any of its Subsidiaries to, sell, lease or otherwise transfer any property
        or
        assets to, or purchase, lease or otherwise acquire any property or assets
        from,
        or otherwise engage in any other transactions with, any of its Affiliates,
        except (a) in the ordinary course of business at prices and on terms and
        conditions not less favorable to the Borrower or such Subsidiary than could
        be
        obtained on an arm’s-length basis from unrelated third parties, (b) transactions
        between or among the Borrower and any Subsidiary not involving any other
        Affiliates, (c) any Restricted Payment permitted by Section 7.5,
        (d) reasonable salaries and
        other reasonable director or employee compensation to officers and directors
        of
        any Loan Party, (e) Investments
        that are permitted by
        this Agreement, (f)
the
        incurrence and
        prepaymentof intercompany
        Indebtedness not prohibited by this Agreement, and (g)
        the issuance by the Borrower of
        Capital Stock or options to acquire Capital Stock permitted by this
        Agreement.

       

      Section
        7.8.                                
Restrictive
        Agreements.  The Borrower will not, and will not permit any
        Subsidiary to, directly or indirectly, enter into, incur or permit to exist
        any
        agreement that prohibits, restricts or imposes any condition upon (a) the
        ability of the Borrower or any Subsidiary to create, incur or permit any
        Lien
        upon any of its assets or properties, whether now owned or hereafter acquired,
        or (b) the ability of any Subsidiary to pay dividends or other
        distributions with respect to its common stock, to make or repay loans or
        advances to the Borrower or any other Subsidiary, to Guarantee Indebtedness
        of
        the Borrower or any other Subsidiary or to transfer any of its property or
        assets to the Borrower or any Subsidiary of the Borrower; provided, that
        (i)
        the foregoing shall not apply to restrictions or conditions (A) imposed by
        law or by this Agreement or any other Loan Document, (B) in the form
        of customary restrictions and conditions contained in agreements relating
        to the
        sale of a Subsidiary pending such sale, provided such restrictions and
        conditions apply only to the Subsidiary that is sold and such sale is permitted
        hereunder, or (C) imposed by any agreement related to Indebtedness of any
        Subsidiary that is not a Domestic Subsidiary to the extent permitted by this
        Agreement, or (d) with respect to
        a Subsidiary of the Borrower pursuant to an agreement relating to any
        Indebtedness issued by such Subsidiary on or prior to the date on which such
        Subsidiary became a Subsidiary of the Borrower or was acquired by the Borrower
        (other than Indebtedness issued as consideration in, or to provide all or
        any
        portion of the funds utilized to consummate, the transaction or series of
        related transactions pursuant to which such Subsidiary became a Subsidiary
        or
        was acquired by the Borrower) and outstanding on such date, and (ii)
        clause (a) shall not apply to restrictions or conditions (A) contained in any license
        or other
        contract governing intellectual property rights of the Borrower or any of
        its
        Subsidiaries restricting or conditioning the sublicensing or assignment thereof,
        (B) contained in any agreement relating to secured Indebtedness permitted
        by this Agreement if such restrictions and conditions apply only to the property
        or assets securing such Indebtedness or (C) in respect of customary provisions
        in leases restricting the assignment thereof.

       

       

      
        
          
          

        

        
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      Section
        7.9.                                
Sale
        and
        Leaseback Transactions.  The Borrower will not, and will not
        permit any of the Subsidiaries to, enter into any arrangement, directly or
        indirectly, whereby it shall sell or transfer any property, real or personal,
        used or useful in its business, whether now owned or hereinafter acquired,
        and
        thereafter rent or lease such property or other property that it intends
        to use
        for substantially the same purpose or purposes as the property sold or
        transferred, except to the extent that the sale of such property in a sale
        and
        leaseback transaction is permitted by Section
        7.6(d)(ii).

       

      Section
        7.10.                                
Hedging
        Transactions.  The Borrower will not, and will not permit any
        of the Subsidiaries to, enter into any Hedging Transaction, other than Hedging
        Transactions entered into in the ordinary course of business to hedge or
        mitigate risks to which the Borrower or any Subsidiary is exposed in the
        conduct
        of its business or the management of its liabilities.  Solely for the
        avoidance of doubt, the Borrower acknowledges that a Hedging Transaction
        entered
        into for speculative purposes or of a speculative nature (which shall be
        deemed
        to include any Hedging Transaction under which the Borrower or any of the
        Subsidiaries is or may become obliged to make any payment (i) in connection
        with
        the purchase by any third party of any common stock or any Indebtedness or
        (ii)
        as a result of changes in the market value of any common stock or any
        Indebtedness) is not a Hedging Transaction entered into in the ordinary course
        of business to hedge or mitigate risks.

       

      Section
        7.11.                                
Amendment
        to Material Documents.  The Borrower will not, and will not
        permit any of its Subsidiaries to, amend, modify or waive any of its rights
        under (a) its certificate of incorporation, bylaws or other organizational
        documents without the prior written consent of the Administrative Agent,
        if an
        amendment, modification or waiver desribed in this clause (a) would materially
        affect the interests of the Administrative Agent or the Lenders under the
        Loan
        Documents or in the Collateral or (b) agreements, documents or instruments
        governing Material Indebtedness or Material Contracts, if an amendment,
        modification or waiver desribed in this clause (b) could reasonably be expected
        to have a Material Adverse Effect.

       

      Section
        7.12.                                
Accounting
        Changes.  The Borrower will not, and will not permit any of its
        Subsidiaries to, make any significant change in accounting treatment or
        reporting practices, except as required by GAAP or as approved by the
        Administrative Agent, or change the Fiscal Year of the Borrower or of any
        of its
        Subsidiaries, except to change the fiscal year of a Subsidiary to conform
        its
        Fiscal Year to that of the Borrower.

       

      ARTICLE
        8

       

      EVENTS
        OF
        DEFAULT

       

      Section
        8.1.                                
Events
        of
        Default.  If any of
        the
        following events (each an “Event of Default”)
        shall occur:

       

      (a)           
        the Borrower shall fail to pay any principal of any Loan or of any reimbursement
        obligation in respect of any LC Disbursement when and as the same shall become
        due and payable, whether at the due date thereof or at a date fixed for
        prepayment or otherwise; or

       

       

      
        
          
          

        

        
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      (b)           
        the Borrower shall fail to pay any interest on any Loan or any fee or any
        other
        amount (other than an amount payable under clause (a) of this Section 8.1) payable
        under this Agreement or any other Loan Document, when and as the same shall
        become due and payable, and such failure shall continue unremedied for a
        period
        of three (3) Business Days; or

       

      (c)           
        any representation or warranty made or deemed made by or on behalf of the
        Borrower or any Subsidiary in or in connection with this Agreement or any
        other
        Loan Document (including the Schedules attached thereto) and any amendments
        or
        modifications hereof or waivers hereunder, or in any certificate, report,
        financial statement or other document submitted to the Administrative Agent
        or
        the Lenders by any Loan Party or any representative of any Loan Party pursuant
        to or in connection with this Agreement or any other Loan Document shall
        prove
        to be incorrect in any material respect (provided that if such representation
        or
        warranty is qualified by materiality, then it shall be an Event of Default
        if
        the same shall prove incorrect in any respect) when made or deemed made or
        submitted; or

       

      (d)           
        the Borrower shall fail to observe or perform any covenant or agreement
        contained in Sections
        5.1 (and such failure shall remain unremedied for 10 days) or contained
        in Sections 5.2
        or 5.3 (with
        respect to the Borrower’s existence) or Articles 6 or 7;
        or

       

      (e)           
        any Loan Party shall fail to observe or perform any covenant or agreement
        contained in this Agreement (other than those referred to in clauses (a),
        (b)
        and (d) above) or any other Loan Document, and such failure shall remain
        unremedied for 30 days after notice thereof shall have been given to the
        Borrower by the Administrative Agent or any Lender; or

       

      (f)           
        intentionally deleted; or

       

      (g)           
        the Borrower or any Subsidiary (whether as primary obligor or as guarantor
        or
        other surety) shall fail to pay any principal of, or premium or interest
        on, any
        Material Indebtedness that is outstanding, when and as the same shall become
        due
        and payable (whether at scheduled maturity, required prepayment, acceleration,
        demand or otherwise), and such failure shall continue after the applicable
        grace
        period, if any, specified in the agreement or instrument evidencing or governing
        such Indebtedness; or any other event shall occur or condition shall exist
        under
        any agreement or instrument relating to such Indebtedness and shall continue
        after the applicable grace period, if any, specified in such agreement or
        instrument, if the effect of such event or condition is to accelerate, or
        permit
        the acceleration of, the maturity of such Indebtedness; or any such Indebtedness
        shall be declared to be due and payable, or required to be prepaid or redeemed
        (other than by a regularly scheduled required prepayment or redemption or
        mandatory prepayment or redemption required in connection with the sale of
        assets securing such Indebtedness), purchased or defeased, or any offer to
        prepay, redeem, purchase or defease such Indebtedness shall be required to
        be
        made, in each case prior to the stated maturity thereof; or

       

      (h)           
        the Borrower or any Subsidiary shall (i) commence a voluntary case or other
        proceeding or file any petition seeking liquidation, reorganization or other
        relief under any federal, state or foreign bankruptcy, insolvency or other
        similar law now or hereafter in effect or seeking the appointment of a
        custodian, trustee, receiver, liquidator or other similar official of it
        or any
        substantial part of its property, (ii) consent to the institution of, or
        fail to
        contest in a timely and appropriate manner, any proceeding or petition described
        in clause (i) of this Section 8.1, (iii)
        apply for or consent to the appointment of a custodian, trustee, receiver,
        liquidator or other similar official for the Borrower or any such Subsidiary
        or
        for a substantial part of its assets, (iv) file an answer admitting the material
        allegations of a petition filed against it in any such proceeding, (v) make
        a
        general assignment for the benefit of creditors, or (vi) take any action
        for the
        purpose of effecting any of the foregoing; or

       

       

      
        
          
          

        

        
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      (i)           
        an involuntary proceeding shall be commenced or an involuntary petition shall
        be
        filed seeking (i) liquidation, reorganization or other relief in respect
        of the
        Borrower or any Subsidiary (other than an Insignificant Subsidiary, as the
        case
        may be) or its debts, or any substantial part of its assets, under any federal,
        state or foreign bankruptcy, insolvency or other similar law now or hereafter
        in
        effect or (ii) the appointment of a custodian, trustee, receiver, liquidator
        or
        other similar official for the Borrower or any Subsidiary (other than an
        Insignificant Subsidiary, as the case may be) or for a substantial part of
        its
        assets, and in any such case, such proceeding or petition shall remain
        undismissed for a period of 60 days or an order or decree approving or ordering
        any of the foregoing shall be entered; or

       

      (j)           
        the Borrower or any Subsidiary shall become unable to pay, shall admit in
        writing its inability to pay, or shall fail to pay, its debts as they become
        due; or

       

      (k)           
        an ERISA Event shall have occurred that, when taken together with other ERISA
        Events that have occurred, could reasonably be expected to have a Material
        Adverse Effect; or

       

      (l)           
        any judgment or
        order for the payment of money (after the application of any insurance proceeds
        with respect thereto, actually received or reasonably anticipated to be received
        within 60 days after the occurrence of a covered event) in excess of $5,000,000
        in the aggregate shall be rendered against the Borrower or any Subsidiary,
        and
        either (i) enforcement proceedings shall have been commenced by any creditor
        upon such judgment or order or (ii) there shall be a period of
        30 consecutive days during which a stay of enforcement of such judgment or
        order, by reason of a pending appeal or otherwise, shall not be in effect;
        or

       

      (m)           
        any non-monetary
        judgment or order shall be rendered against the Borrower or any Subsidiary
        that
        could reasonably be expected to have a Material Adverse Effect, and there
        shall
        be a period of 30 consecutive days during which a stay of enforcement of
        such
        judgment or order, by reason of a pending appeal or otherwise, shall not
        be in
        effect; or

       

      (n)           
        a Change in Control shall occur or exist; or

       

      (o)           
        any provision of any Subsidiary Guaranty Agreement shall for any reason cease
        to
        be valid and binding on, or enforceable against, any Subsidiary Loan Party,
        or
        any Subsidiary Loan Party shall so state in writing, or any Subsidiary Loan
        Party shall seek to terminate its Subsidiary Guaranty Agreement; or

       

       

      
        
          
          

        

        
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      (p)           
        any security interest purported to be created by any Security Document shall
        cease to be, or shall be asserted by the Borrower or any other Loan Party
        not to
        be, a valid, perfected, first priority (except as otherwise provided in this
        Agreement or such Security Document) security interest in the securities,
        assets
        or properties covered thereby,
        except to the extent that any such loss of perfection or priority relates
        to
        Collateral with an aggregate fair market value of less than $1,000,000;
        or

       

      (q)           
        (i) the
        Borrower or any Subsidiary shall be
        debarred or suspended from any contracting with the Government, or(ii)a
        final decision of debarment or a final
        decision of suspension shall have been issued to the Borrower or any Subsidiary;
        or(iii)the
        actual termination for default of
        any Material Contract, or
        (iv) the Borrower or any Subsidiary shall be debarred or suspended from
        contracting with any agency or instrumentality of state or local government,
        or(v)if
        a final decision of debarment or a
        final decision of suspension shall have been issuedby such state or local
        governmentto the
        Borrower or any Subsidiary, if any
        of the events described in clauses (i) through (v) could reasonably be expected
        to have a Material Adverse Effect; and,in
        each case, such debarment or
        suspension, final notice of disbarment or suspension or termination for default
        shall not have been revoked, rescinded, withdrawn, stayed or reversed within
        thirty (30) days of entry or issuance;or

       

      (r)           
        any “Event of Default” shall have
        occurred and be continuing under any other Loan Document;

       

      then,
        and
        in every such event (other than an event with respect to the Borrower described
        in clause (h) or (i) of this Section 8.1) and at
        any time thereafter during the continuance of such event, the Administrative
        Agent may, and upon the written request of the Required Lenders shall, by
        notice
        to the Borrower, take any or all of the following actions, at the same or
        different times: (i) terminate the Commitments, whereupon the Commitment of
        each Lender shall terminate immediately, (ii) declare the principal of and
        any accrued interest on the Loans, and all other Obligations owing hereunder,
        to
        be, whereupon the same shall become, due and payable immediately, without
        presentment, demand, protest or other notice of any kind, all of which are
        hereby waived by the Borrower, (iii) exercise all remedies contained in any
        other Loan Document, and (iv) exercise any other remedies available at law
        or in
        equity; and that, if an Event of Default specified in either clause (h) or
        (i)
        shall occur, the Commitments shall automatically terminate and the principal
        of
        the Loans then outstanding, together with accrued interest thereon, and all
        fees, and all other Obligations shall automatically become due and payable,
        without presentment, demand, protest or other notice of any kind, all of
        which
        are hereby waived by the Borrower.

       

      Section
        8.2.                                
Application
        of Proceeds from Collateral.  All proceeds from each sale of,
        or other realization upon, all or any part of the Collateral by the
        Administrative Agent or any of the Lenders after an Event of Default arises
        shall be applied as follows:

       

      (a)           
        first, to the
        reimbursable expenses of the Administrative Agent incurred in connection
        with
        such sale or other realization upon the Collateral, until the same shall
        have
        been paid in full;

       

       

      
        
          
          

        

        
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      (b)           
        second, to the
        fees and other reimbursable expenses of the Administrative Agent, Swingline
        Lender and the Issuing Bank then due and payable pursuant to any of the Loan
        Documents, until the same shall have been paid in full;

       

      (c)           
        third, to all
        reimbursable expenses, if any, of the Lenders then due and payable pursuant
        to
        any of the Loan Documents, until the same shall have been paid in
        full;

       

      (d)           
        fourth, to the
        fees due and payable under Section 2.15(b) and
(c)
        of this
        Agreement and interest then due and payable under the terms of this Agreement,
        until the same shall have been paid in full;

       

      (e)           
        fifth, to the
        aggregate outstanding principal amount of the Revolving Loans, the LC Exposure
        and, to the extent secured by Liens, the Net Mark-to-Market Exposure of the
        Borrower and its Subsidiaries, until the same shall have been paid in full,
        allocated pro rata among the Lenders and any Affiliates of Lenders that hold
        Net
        Mark-to-Market Exposure based on their respective pro rata shares of the
        aggregate amount of such Revolving Loans, LC Exposure and Net Mark-to-Market
        Exposure;

       

      (f)           
        sixth, to
        additional cash collateral for the aggregate amount of all outstanding Letters
        of Credit until the aggregate amount of all cash collateral held by the
        Administrative Agent pursuant to this Agreement is equal to 105% of the LC
        Exposure after giving effect to the foregoing clause fifth;

       

      (g)           
        seventh, to the
        obligations of the Borrower under corporate card agreements, arrangements
        or
        programs (including, without limitation, purchasing and travel and entertainment
        card agreements, arrangements or programs) maintained with any Lender, to
        the
        extent then due and payable; and

       

      (h)           
        to the extent any proceeds remain, to the Borrower or other parties lawfully
        entitled thereto.

       

      All
        amounts allocated pursuant to the foregoing clauses second through
sixth
        to the Lenders
        as a result of amounts owed to the Lenders under the Loan Documents shall
        be
        allocated among, and distributed to, the Lenders pro rata based on their
        respective Pro Rata Shares; provided,however,
        that all
        amounts allocated to that portion of the LC Exposure comprised of the aggregate
        undrawn amount of all outstanding Letters of Credit pursuant to clause fifth and sixth
        shall be
        distributed to the Administrative Agent, rather than to the Lenders, and
        held by
        the Administrative Agent in an account in the name of the Administrative
        Agent
        for the benefit of the Issuing Bank and the Lenders as cash collateral for
        the
        LC Exposure, such account to be administered in accordance with Section
        2.23(g).

       

      ARTICLE
        9

       

      THE
        ADMINISTRATIVE
        AGENT

       

      Section
        9.1.                                
Appointment
        of Administrative Agent.

       

       

      
        
          
          

        

        
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      (a)           
        Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent
        and
        authorizes it to take such actions on its behalf and to exercise such powers
        as
        are delegated to the Administrative Agent under this Agreement and the other
        Loan Documents, together with all such actions and powers that are reasonably
        incidental thereto. The Administrative Agent may perform any of its duties
        hereunder or under the other Loan Documents by or through any one or more
        sub-agents or attorneys-in-fact appointed by the Administrative Agent. The
        Administrative Agent and any such sub-agent or attorney-in-fact may perform
        any
        and all of its duties and exercise its rights and powers through their
        respective Related Parties. The exculpatory provisions set forth in this
        Article
        shall apply to any such sub-agent or attorney-in-fact and the Related Parties
        of
        the Administrative Agent, any such sub-agent and any such attorney-in-fact
        and
        shall apply to their respective activities in connection with the syndication
        of
        the credit facilities provided for herein as well as activities as
        Administrative Agent.

       

      (b)           
        The Issuing Bank shall act on behalf of the Lenders with respect to any Letters
        of Credit issued by it and the documents associated therewith until such
        time
        and except for so long as the Administrative Agent may agree at the request
        of
        the Required Lenders to act for the Issuing Bank with respect thereto; provided,
        that the Issuing Bank shall have all the benefits and immunities (i) provided
        to
        the Administrative Agent in this Article with respect to any acts taken or
        omissions suffered by the Issuing Bank in connection with Letters of Credit
        issued by it or proposed to be issued by it and the application and agreements
        for letters of credit pertaining to the Letters of Credit as fully as if
        the
        term “Administrative Agent” as used in this Article included the Issuing Bank
        with respect to such acts or omissions and (ii) as additionally provided
        in this
        Agreement with respect to the Issuing Bank.

       

      Section
        9.2.                                
Nature
        of
        Duties of Administrative Agent.  The Administrative Agent shall
        not have any duties or obligations except those expressly set forth in this
        Agreement and the other Loan Documents.  Without limiting the
        generality of the foregoing, (a) the Administrative Agent shall not be subject
        to any fiduciary or other implied duties, regardless of whether a Default
        or an
        Event of Default has occurred and is continuing, (b) the Administrative Agent
        shall not have any duty to take any discretionary action or exercise any
        discretionary powers, except those discretionary rights and powers expressly
        contemplated by the Loan Documents that the Administrative Agent is required
        to
        exercise in writing by the Required Lenders (or such other number or percentage
        of the Lenders as shall be necessary under the circumstances as provided
        in
Section 10.2),
        and (c) except as expressly set forth in the Loan Documents, the Administrative
        Agent shall not have any duty to disclose, and shall not be liable for the
        failure to disclose, any information relating to the Borrower or any of its
        Subsidiaries that is communicated to or obtained by the Administrative Agent
        or
        any of its Affiliates in any capacity.  The Administrative Agent shall
        not be liable for any action taken or not taken by it, its sub-agents or
        attorneys-in-fact with the consent or at the request of the Required Lenders
        (or
        such other number or percentage of the Lenders as shall be necessary under
        the
        circumstances as provided in Section 10.2) or in
        the absence of its own gross negligence or willful misconduct.  The
        Administrative Agent shall not be responsible for the negligence or misconduct
        of any sub-agents or attorneys-in-fact selected by it with reasonable
        care.  The Administrative Agent shall not be deemed to have knowledge
        of any Default or Event of Default unless and until written notice thereof
        (which notice shall include an express reference to such event being a “Default”
or “Event of Default” hereunder) is given to the Administrative Agent by the
        Borrower or any Lender, and the Administrative Agent shall not be responsible
        for or have any duty to ascertain or inquire into (i) any statement, warranty
        or
        representation made in or in connection with any Loan Document, (ii) the
        contents of any certificate, report or other document delivered hereunder
        or
        thereunder or in connection herewith or therewith, (iii) the performance
        or
        observance of any of the covenants, agreements, or other terms and conditions
        set forth in any Loan Document, (iv) the validity, enforceability, effectiveness
        or genuineness of any Loan Document or any other agreement, instrument or
        document, or (v) the satisfaction of any condition set forth in Article 3 or
        elsewhere in any Loan Document, other than to confirm receipt of items expressly
        required to be delivered to the Administrative Agent.  The
        Administrative Agent may consult with legal counsel (including counsel for
        the
        Borrower) concerning all matters pertaining to such duties.

       

       

      
        
          
          

        

        
          74

          
            

          

        

        
          
          

        

      

       

      Section
        9.3.                                
Lack
        of
        Reliance on the Administrative Agent.  Each of the Lenders, the
        Swingline Lender and the Issuing Bank acknowledges that it has, independently
        and without reliance upon the Administrative Agent or any other Lender and
        based
        on such documents and information as it has deemed appropriate, made its
        own
        credit analysis and decision to enter into this Agreement.  Each of
        the Lenders, the Swingline Lender and the Issuing Bank also acknowledges
        that it
        will, independently and without reliance upon the Administrative Agent or
        any
        other Lender and based on such documents and information as it has deemed
        appropriate, continue to make its own decisions in taking or not taking of
        any
        action under or based on this Agreement, any related agreement or any document
        furnished hereunder or thereunder.

       

      Section
        9.4.                                
Certain
        Rights of the Administrative Agent.  If the Administrative
        Agent shall request instructions from the Required Lenders with respect to
        any
        action or actions (including the failure to act) in connection with this
        Agreement, the Administrative Agent shall be entitled to refrain from such
        act
        or taking such act, unless and until it shall have received instructions
        from
        such Lenders, and the Administrative Agent shall not incur liability to any
        Person by reason of so refraining.  Without limiting the
        foregoing, no Lender shall have any right of action whatsoever against the
        Administrative Agent as a result of the Administrative Agent acting or
        refraining from acting hereunder in accordance with the instructions of the
        Required Lenders where required by the terms of this Agreement.

       

      Section
        9.5.                                
Reliance
        by Administrative Agent.  The Administrative Agent shall be
        entitled to rely upon, and shall not incur any liability for relying upon,
        any
        notice, request, certificate, consent, statement, instrument, document or
        other
        writing believed by it to be genuine and to have been signed, sent or made
        by
        the proper Person.  The Administrative Agent may also rely upon any
        statement made to it orally or by telephone and believed by it to be made
        by the
        proper Person and shall not incur any liability for relying
        thereon.  The Administrative Agent may consult with legal counsel
        (including counsel for the Borrower), independent public accountants and
        other
        experts selected by it and shall not be liable for any action taken or not
        taken
        by it in accordance with the advice of such counsel, accountants or
        experts.

       

      Section
        9.6.                                
The
        Administrative Agent in its Individual Capacity.  The bank
        serving as the Administrative Agent shall have the same rights and powers
        under
        this Agreement and any other Loan Document in its capacity as a Lender as
        any
        other Lender and may exercise or refrain from exercising the same as though
        it
        were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”,
“holders of Notes”, or any similar terms shall, unless the context clearly
        otherwise indicates, include the Administrative Agent in its individual
        capacity.  The bank acting as the Administrative Agent and its
        Affiliates may accept deposits from, lend money to, and generally engage
        in any
        kind of business with the Borrower or any Subsidiary or Affiliate of the
        Borrower as if it were not the Administrative Agent hereunder.

       

       

      
        
          
          

        

        
          75

          
            

          

        

        
          
          

        

      

       

      Section
        9.7.                                
Successor
        Administrative Agent.

       

      (a)           
        The Administrative Agent may resign at any time by giving notice thereof
        to the
        Lenders and the Borrower. Upon any such resignation, the Required Lenders
        shall
        have the right to appoint a successor Administrative Agent, subject to the
        approval by the Borrower provided that no Default or Event of Default shall
        exist at such time. If no successor Administrative Agent shall have been
        so
        appointed, and shall have accepted such appointment within 30 days after
        the retiring Administrative Agent gives notice of resignation, then the retiring
        Administrative Agent may, on behalf of the Lenders and the Issuing Bank,
        appoint
        a successor Administrative Agent, which shall be a commercial bank organized
        under the laws of the United States of America or any state thereof or a
        bank
        which maintains an office in the United States, having a combined capital
        and
        surplus of at least $500,000,000.

       

      (b)           
        Upon the acceptance of its appointment as the Administrative Agent hereunder
        by
        a successor, such successor Administrative Agent shall thereupon succeed
        to and
        become vested with all the rights, powers, privileges and duties of the retiring
        Administrative Agent, and the retiring Administrative Agent shall be discharged
        from its duties and obligations under this Agreement and the other Loan
        Documents. If within 45 days after written notice is given of the retiring
        Administrative Agent’s resignation under this Section 9.7 no
        successor Administrative Agent shall have been appointed and shall have accepted
        such appointment, then on such 45th
        day (i)
        the retiring Administrative Agent’s resignation shall become effective, (ii) the
        retiring Administrative Agent shall thereupon be discharged from its duties
        and
        obligations under the Loan Documents and (iii) the Required Lenders shall
        thereafter perform all duties of the retiring Administrative Agent under
        the
        Loan Documents until such time as the Required Lenders appoint a successor
        Administrative Agent as provided above.  After any retiring
        Administrative Agent’s resignation hereunder, the provisions of this Article
        shall continue in effect for the benefit of such retiring Administrative
        Agent
        and its representatives and agents in respect of any actions taken or not
        taken
        by any of them while it was serving as the Administrative Agent.

       

      Section
        9.8.                                
Authorization
        to Execute other Loan Documents; Collateral.

       

      (a)           
        Each Lender authorizes the Administrative Agent to enter into each of the
        Loan
        Documents to which it is a party and to take all action contemplated by such
        Loan Documents. Each Lender agrees that no Lender, other than the Administrative
        Agent acting on behalf of all Lenders, shall have the right individually
        to seek
        to realize upon the security granted by any Loan Document, it being understood
        and agreed that such rights and remedies may be exercised solely by the
        Administrative Agent for the benefit of the Lenders, upon the terms of the
        Loan
        Documents.

       

      (b)           
        In the event that any Collateral is pledged by any Person as collateral security
        for the Obligations, the Administrative Agent is hereby authorized to execute
        and deliver on behalf of the Lenders any Loan Documents necessary or appropriate
        to grant and perfect a Lien on such Collateral in favor of the Administrative
        Agent on behalf of the Lenders.

       

       

      
        
          
          

        

        
          76

          
            

          

        

        
          
          

        

      

       

      (c)           
        The Lenders hereby direct the Administrative Agent to release any Lien granted
        to or held by the Administrative Agent upon any Collateral (i) upon termination
        of the Commitments and payment and satisfaction of all of the Obligations
        or the
        transactions contemplated hereby; (ii) as permitted by, but only in accordance
        with, the terms of the applicable Loan Document; (iii) if approved, authorized
        or ratified in writing by the Required Lenders, unless such release is required
        to be approved by all of the Lenders hereunder; (iv) the release of a
        Subsidiary Loan Guaranty made or Lien granted by a Subsidiary in the case
        of the
        sale of the Subsidiary permitted by the terms of this Agreement; or (v) the
        release of any Lien on any assets which are transferred or disposed of in
        accordance with the terms of this Agreement.  Upon request by the
        Administrative Agent at any time, the Lenders will confirm in writing the
        Administrative Agent’s authority to release particular types or items of
        Collateral pursuant to this Section
        9.8(c).

       

      (d)           
        Upon any sale or transfer of assets constituting Collateral which is expressly
        permitted pursuant to the terms of any Loan Documents, or consented to in
        writing by the Required Lenders, and upon at least ten (10) Business Days’ prior
        written request by the Borrower, the Administrative Agent shall (and is hereby
        irrevocably authorized by the Lenders to) execute such documents as may be
        necessary to evidence the release of the Liens granted to the Administrative
        Agent for the benefit of the Lenders, upon the Collateral that was sold or
        transferred; provided,
however,
        that (i) the
        Administrative Agent shall not be required to execute any such document on
        terms
        which, in the Administrative Agent’s opinion, would expose the Administrative
        Agent to liability or create any obligation or entail any consequence other
        than
        the release of such Liens without recourse or warranty, and (ii) such release
        shall not in any manner discharge, affect or impair the Obligations or any
        Liens
        upon (or obligations of the Borrower or any Guarantor) in respect of) all
        interests retained by the Borrower or any Guarantor, including (without
        limitation) the proceeds of the sale, all of which shall continue to constitute
        part of the Collateral.

       

       

      
        
          
          

        

        
          77

          
            

          

        

        
          
          

        

      

       

      Section
        9.9.                                
Benefits
        of Article 9.  Except for the provisions of Section
        9.8(c), none
        of the provisions of this Article 9 shall
        inure
        to the benefit of the Borrower or of any Person other than Administrative
        Agent
        and each of the Lenders and their respective successors and permitted
        assigns.  Accordingly, neither the Borrower nor any Person other than
        Administrative Agent and the Lenders (and their respective successors and
        permitted assigns) shall be entitled to rely upon, or to raise as a defense,
        the
        failure of the Administrative Agent or any Lenders to comply with the provisions
        of this Article
        9.

       

      Section
        9.10.                                
Titled
        Agents.  Anything herein to the contrary notwithstanding, none
        of the Bookrunners, Book Managers, Arrangers, Documentation Agents or
        Syndication Agents listed on the cover page hereof or given such title in
        connection with the exercise by the Borrower of its option set forth in Section 2.24, shall
        have any powers, duties, obligations or responsibilities under this Agreement
        or
        any of the other Loan Documents, except in its capacity, as applicable, as
        the
        Administrative Agent, a Lender or the Issuing Bank hereunder.

       

      ARTICLE
        10

       

      MISCELLANEOUS

       

      Section
        10.1.                                
Notices.

       

      (a)           
        Except in the case of notices and other communications expressly permitted
        to be
        given by telephone, all notices and other communications to any party herein
        to
        be effective shall be in writing and shall be delivered by hand or overnight
        courier service, mailed by certified or registered mail or sent by telecopy,
        as
        follows:

       

      
        
          	
                  To
                    the Borrower:

                	
                  MAXIMUS,
                    Inc.

                
	 	
                  11419
                    Sunset Hills Road

                
	 	
                  Reston,
                    Virginia  20190

                
	 	
                  Attention:        Chief
                    Financial Officer

                
	 	
                  Telecopy
                    Number:  (__)
                    ___-____

                


        

      

       

      
        
          	
                  
                    With
                      a copy of default notices
                      to:

                  

                	
                  Winston
                    & Strawn LLP

                
	 	
                  35
                    West Wacker Drive

                
	 	
                  Chicago,
                    Illinois 60601

                
	 	
                  Attention:
                    Robert Wall

                
	 	
                  Telecopy
                    Number (312) 558-5700

                


        

      

       

      
        
          	
                  To
                    the Administrative Agent:

                	
                  SunTrust
                    Bank

                
	 	
                  8330
                    Boone Boulevard

                
	 	
                  Suite
                    700

                
	 	
                  Vienna,
                    Virginia  22182

                
	 	
                  Attention:        Linda
                    Bergmann, Vice President

                
	 	
                  Telecopy
                    Number:  (703)
                    442-1613

                


        

      

       

       

      
        
          
          

        

        
          78

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  With
                    a copy to:

                	
                  Hunton
                    & Williams LLP

                
	 	
                  1751
                    Pinnacle Drive

                
	 	
                  Suite
                    1700

                
	 	
                  McLean,
                    Virginia  22102

                
	 	
                  Attention:
                    Kevin F. Hull, Esquire

                
	 	
                  Telecopy
                    Number:  (703)
                    714-7410

                


        

      

       

      
        
          	
                  With
                    a copy to:

                	
                  SunTrust
                    Bank

                
	 	
                  Agency
                    Services

                
	 	
                  303
                    Peachtree Street, N. E./ 25th
                    Floor

                
	 	
                  Atlanta,
                    Georgia 30308

                
	 	
                  Attention:
                    Ms. Doris Folsom

                
	 	
                  Telecopy
                    Number: (404) 658-4906

                


        

      

       

      
        
          	
                  To
                    the Issuing Bank:

                	
                  SunTrust
                    Bank

                
	 	
                  25
                    Park Place, N. E./Mail Code 3706

                
	 	
                  Atlanta,
                    Georgia 30303

                
	 	
                  Attention:  Phil
                    Acuff

                
	 	
                  Telecopy
                    Number: (404) 588-8129

                


        

      

       

      
        
          	
                  To
                    any other Lender:

                	
                  the
                    address set forth in the Administrative Questionnaire or the
                    Assignment
                    and   Assumption Agreement executed by such
                    Lender

                


        

      

       

      (b)           
        Any party hereto may change its address or telecopy number for notices and
        other
        communications hereunder by notice to the other parties hereto. All such
        notices
        and other communications shall, when transmitted by overnight delivery, or
        faxed, be effective when delivered for overnight (next-day) delivery, or
        transmitted in legible form by facsimile machine, respectively, or if mailed,
        upon the third Business Day after the date deposited into the mail or if
        delivered, upon delivery; provided, that notices delivered to the Administrative
        Agent, the Issuing Bank or the Swingline Lender shall not be effective until
        actually received by such Person at its address specified in this Section
        10.1.

       

      (c)           
        Any agreement of the Administrative Agent and the Lenders herein to receive
        certain notices by telephone or facsimile is solely for the convenience and
        at
        the request of the Borrower. The Administrative Agent and the Lenders shall
        be
        entitled to rely on the authority of any Person purporting to be a Person
        authorized by the Borrower to give such notice and the Administrative Agent
        and
        Lenders shall not have any liability to the Borrower or other Person on account
        of any action taken or not taken by the Administrative Agent or the Lenders
        in
        reliance upon such telephonic or facsimile notice. The obligation of the
        Borrower to repay the Loans and all other Obligations hereunder shall not
        be
        affected in any way or to any extent by any failure of the Administrative
        Agent
        and the Lenders to receive written confirmation of any telephonic or facsimile
        notice or the receipt by the Administrative Agent and the Lenders of a
        confirmation which is at variance with the terms understood by the
        Administrative Agent and the Lenders to be contained in any such telephonic
        or
        facsimile notice.

       

      Section
        10.2.                                
Waiver;
        Amendments.

       

       

      
        
          
          

        

        
          79

          
            

          

        

        
          
          

        

      

       

      (a)           
        No failure or delay by the Administrative Agent, the Issuing Bank or any
        Lender
        in exercising any right or power hereunder or any other Loan Document, and
        no
        course of dealing between the Borrower and the Administrative Agent or any
        Lender, shall operate as
        a waiver thereof, nor shall any single or partial exercise of any such right
        or
        power or any abandonment or discontinuance of steps to enforce such right
        or
        power, preclude any other or further exercise thereof or the exercise of
        any
        other right or power hereunder or thereunder.  The rights and remedies
        of the Administrative Agent, the Issuing Bank and the Lenders hereunder and
        under the other Loan Documents are cumulative and are not exclusive of any
        rights or remedies provided by law.  No waiver of any provision of
        this Agreement or any other Loan Document or consent to any departure by
        the
        Borrower therefrom shall in any event be effective unless the same shall
        be
        permitted by paragraph (b) of this Section 10.2, and
        then such waiver or consent shall be effective only in the specific instance
        and
        for the purpose for which given.  Without limiting the generality of
        the foregoing, the making of a Loan or the issuance of a Letter of Credit
        shall
        not be construed as a waiver of any Default or Event of Default, regardless
        of
        whether the Administrative Agent, any Lender or the Issuing Bank may have
        had
        notice or knowledge of such Default or Event of Default at the
        time.

       

      (b)           
        Except as expressly set forth in Section 2.24, no
        amendment or waiver of any provision of this Agreement or the other Loan
        Documents, nor consent to any departure by the Borrower therefrom, shall
        in any
        event be effective unless the same shall be in writing and signed by the
        Borrower and the Required Lenders or the Borrower and the Administrative
        Agent
        with the consent of the Required Lenders and then such waiver or consent
        shall
        be effective only in the specific instance and for the specific purpose for
        which given; provided, that
        no
        amendment or waiver shall: (i) increase the Commitment of any Lender
        without the written consent of such Lender, (ii) reduce the principal
        amount of any Loan or LC Disbursement or reduce the rate of interest thereon,
        or
        reduce any fees payable hereunder, without the written consent of each Lender
        affected thereby, (iii) postpone the date fixed for any payment of any
        principal of, or interest on, any Loan or LC Disbursement or interest thereon
        or
        any fees hereunder or reduce the amount of, waive or excuse any such payment,
        or
        postpone the scheduled date for the termination or reduction of any Commitment,
        without the written consent of each Lender affected thereby, (iv) change
Section 2.22(c)
        in a manner that would alter the pro rata sharing of payments required thereby
        ,
        without the written consent of each Lender, (v) change any of the
        provisions of this Section 10.2 or the
        definition of “Required Lenders” or any other provision hereof specifying the
        number or percentage of Lenders which are required to waive, amend or modify
        any
        rights hereunder or make any determination or grant any consent hereunder,
        without the consent of each Lender; (vi) release any guarantor or limit the
        liability of any such guarantor under any guaranty agreement, without the
        written consent of each Lender, except as otherwise provided in Section 9.8(c), or
        (vii) release all or substantially all collateral (if any) securing any of
        the Obligations, without the written consent of each Lender; provided further,
        that no such agreement shall amend, modify or otherwise affect the rights,
        duties or obligations of the Administrative Agent, the Swingline Lender or
        the
        Issuing Bank without the prior written consent of such
        Person.  Notwithstanding anything contained herein to the contrary,
        this Agreement may be amended and restated without the consent of any Lender
        (but with the consent of the Borrower and the Administrative Agent) if, upon
        giving effect to such amendment and restatement, such Lender shall no longer
        be
        a party to this Agreement (as so amended and restated), the Commitments of
        such
        Lender shall have terminated (but such Lender shall continue to be entitled
        to
        the benefits of Sections 2.19, 2.20,
2.21
        and 10.3), such
        Lender
        shall no other commitment or other obligation hereunder and shall have been
        paid
        in full all principal, interest and other amounts owing to it or accrued
        for its
        account under this Agreement.

       

       

      
        
          
          

        

        
          80

          
            

          

        

        
          
          

        

      

       

      Section
        10.3.                                
Expenses;
        Indemnification.

       

      (a)           
        The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses
        of
        the Administrative Agent and its Affiliates, including the reasonable
        fees, charges and disbursements of counsel for the Administrative Agent and
        its
        Affiliates, in connection with the syndication of the credit facilities provided
        for herein, the preparation and administration of the Loan Documents and
        any
        amendments, modifications or waivers thereof (whether or not the transactions
        contemplated in this Agreement or any other Loan Document shall be consummated),
        (ii) all reasonable out-of-pocket expenses incurred by the Issuing Bank in
        connection with the issuance, amendment, renewal or extension of any Letter
        of
        Credit or any demand for payment thereunder and (iii) all out-of-pocket costs
        and expenses (including, without limitation, the reasonable fees, charges
        and
        disbursements of outside counsel and the allocated cost of inside counsel)
        incurred by the Administrative Agent, the Issuing Bank or any Lender in
        connection with the enforcement or protection of its rights in connection
        with
        this Agreement, including its rights under this Section 10.3, or in
        connection with the Loans made or any Letters of Credit issued hereunder,
        including all such out-of-pocket expenses incurred during any workout,
        restructuring or negotiations in respect of such Loans or Letters of
        Credit.  The Borrower shall pay to the Administrative Agent or the
        Arranger, as applicable, all fees due from time to time under the Fee
        Letter.

       

      (b)           
        The Borrower shall indemnify the Administrative Agent (and any sub-agent
        thereof), each Lender and the Issuing Bank, and each Related Party of any
        of the
        foregoing Persons (each such Person being called an “Indemnitee”) against,
        and hold each Indemnitee harmless from, any and all losses, claims, damages,
        liabilities, penalties and related expenses (including the fees, charges
        and
        disbursements of any counsel for any Indemnitee), and shall indemnify and
        hold
        harmless each Indemnitee from all fees and time charges and disbursements
        for
        attorneys who may be employees of any Indemnitee, incurred by any Indemnitee
        or
        asserted against any Indemnitee by any third party or by the Borrower or
        any
        other Loan Party arising out of, in connection with, or as a result of (i)
        the
        execution or delivery of this Agreement, any other Loan Document or any
        agreement or instrument contemplated hereby or thereby, the performance by
        the
        parties hereto of their respective obligations hereunder or thereunder or
        the
        consummation of the transactions contemplated hereby or thereby, (ii) any
        Loan
        or Letter of Credit or the use or proposed use of the proceeds therefrom
        (including any refusal by the Issuing Bank to honor a demand for payment
        under a
        Letter of Credit if the documents presented in connection with such demand
        do
        not strictly comply with the terms of such Letter of Credit), (iii) any
        actual or alleged presence or Release of Hazardous Materials on or from any
        property owned or operated by the Borrower or any of its Subsidiaries, or
        any
        actual or alleged Environmental Liability related in any way to the Borrower
        or
        any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
        investigation or proceeding relating to any of the foregoing, whether based
        on
        contract, tort or any other theory, whether brought by a third party or by
        the
        Borrower or any other Loan Party, and regardless of whether any Indemnitee
        is a
        party thereto, provided that such
        indemnity shall not, as to any Indemnitee, be available to the extent that
        such
        losses, claims, damages, liabilities, penalties or related expenses (x) are
        determined by a court of competent jurisdiction by final and nonappealable
        judgment to have resulted from the gross negligence or willful misconduct
        of
        such Indemnitee or (y) result from a claim brought by the Borrower or any
        other
        Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s
        obligations hereunder or under any other Loan Document, if the Borrower or
        such
        Loan Party has obtained a final and nonappealable judgment in its favor on
        such
        claim as determined by a court of competent jurisdiction.

       

       

      
        
          
          

        

        
          81

          
            

          

        

        
          
          

        

      

       

      (c)           
        Intentionally Deleted.

       

      (d)           
        To the extent that the Borrower fails to pay any amount required to be paid
        to
        the Administrative Agent, the Issuing Bank or the Swingline Lender under
        clauses
        (a), (b) or (c) hereof, each Lender severally agrees to pay to the
        Administrative Agent, the Issuing Bank or the Swingline Lender, as the case
        may
        be, such Lender’s Pro Rata Share (determined as of the time that the
        unreimbursed expense or indemnity payment is sought) of such unpaid amount;
        provided, that
        the unreimbursed expense or indemnified payment, claim, damage, liability
        or
        related expense, as the case may be, was incurred by or asserted against
        the
        Administrative Agent, the Issuing Bank or the Swingline Lender in its capacity
        as such.

       

      (e)           
        To the extent permitted by applicable law, the Borrower shall not assert,
        and
        hereby waives, any claim against any Indemnitee, on any theory of liability,
        for
        special, indirect, consequential or punitive damages (as opposed to actual
        or
        direct damages) arising out of, in connection with or as a result of, this
        Agreement or any agreement or instrument contemplated hereby, the transactions
        contemplated therein, any Loan or any Letter of Credit or the use of proceeds
        thereof.

       

      (f)           
        All amounts due under this Section 10.3 shall
        be
        payable promptly after written demand therefor.

       

      (g)           
        Notwithstanding the foregoing, this Section 10.3 shall
        not apply to Excluded Taxes, which shall be governed exclusively by Section
        2.21.

       

      Section
        10.4.                                
Successors
        and Assigns.

       

      (a)           
        The provisions of this Agreement shall be binding upon and inure to the benefit
        of the parties hereto and their respective successors and assigns permitted
        hereby, except that the Borrower may not assign or otherwise transfer any
        of its
        rights or obligations hereunder without the prior written consent of the
        Administrative Agent and each Lender, and no Lender may assign or otherwise
        transfer any of its rights or obligations hereunder except (i) to an assignee
        in
        accordance with the provisions of paragraph (b) of this Section, (ii) by
        way of
        participation in accordance with the provisions of paragraph (d) of this
        Section
        or (iii) by way of pledge or assignment of a security interest subject to
        the
        restrictions of paragraph (f) of this Section (and any other attempted
        assignment or transfer by any party hereto shall be null and void). Nothing
        in
        this Agreement, expressed or implied, shall be construed to confer upon any
        Person (other than the parties hereto, their respective successors and assigns
        permitted hereby, Participants to the extent provided in paragraph (d) of
        this
        Section and, to the extent expressly contemplated hereby, the Related Parties
        of
        each of the Administrative Agent and the Lenders) any legal or equitable
        right,
        remedy or claim under or by reason of this Agreement.

       

       

      
        
          
          

        

        
          82

          
            

          

        

        
          
          

        

      

       

      (b)           
        Any Lender may at any time assign to one or more assignees all or a portion
        of
        its rights and obligations under this Agreement (including all or a portion
        of
        its Commitment and the Loans at the time owing to it); provided that any
        such assignment shall be subject to the following conditions:

       

      (i)           
        Minimum
        Amounts.

       

      (A)
        in the case of an assignment of
        the entire remaining amount of the assigning Lender’s Commitment and the Loans
        at the time owing to it or in the case of an assignment to a Lender or an
        Affiliate of a Lender, no minimum amount need be assigned; and

       

      (B)
        in any case not described in
        paragraph (b)(i)(A) of this Section, the aggregate amount of the Commitment
        (which for this purpose includes Loans and Revolving Credit Exposure outstanding
        thereunder) or, if the applicable Commitment is not then in effect, the
        principal outstanding balance of the Loans and Revolving Credit Exposure
        of the
        assigning Lender subject to each such assignment (determined as of the date
        the
        Assignment and Assumption with respect to such assignment is delivered to
        the
        Administrative Agent or, if “Trade Date” is specified in the Assignment and
        Assumption, as of the Trade Date) shall not be less than $1,000,000, unless
        each
        of the Administrative Agent and, so long as no Event of Default has occurred
        and
        is continuing, the Borrower otherwise consents (each such consent not to
        be
        unreasonably withheld or delayed).

       

      (ii)           
        Proportionate
        Amounts.  Each partial assignment shall be made as an
        assignment of a proportionate part of all the assigning Lender’s rights and
        obligations under this Agreement with respect to the Loans, Revolving Credit
        Exposure or the Commitment assigned, except that this clause (ii) shall not
        prohibit any Lender from assigning all or a portion of its rights and
        obligations among separate Commitments on a non-pro rata basis.

       

      (iii)           
        Required
        Consents.  No consent shall be required for any assignment
        except to the extent required by paragraph (b)(i)(B) of this Section and,
        in
        addition:

       

      (A)
        the consent of the Borrower (such
        consent not to be unreasonably withheld or delayed) shall be required for
        all
        assignments of all or a portion of its rights under this Agreement unless
        (x) an
        Event of Default has occurred and is continuing at the time of such assignment
        or (y) such assignment is to a Lender or an Affiliate of a Lender;

       

      (B)
        the consent of the Administrative
        Agent (such consent not to be unreasonably withheld or delayed) shall be
        required for assignments to a Person that is not a Lender with a Commitment
        or
        an Affiliate of a Lender; and

       

      (C)
        the consent of the Issuing Bank
        (such consent not to be unreasonably withheld or delayed) shall be required
        for
        any assignment that increases the obligation of the assignee to participate
        in
        exposure under one or more Letters of Credit (whether or not then outstanding),
        and the consent of the Swingline Lender (such consent not to be unreasonably
        withheld or delayed) shall be required for
        any
        assignment in respect of the Revolving Commitments.

       

       

      
        
          
          

        

        
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      (iv)           
        Assignment and
        Assumption.  The parties to each assignment shall deliver to
        the Administrative Agent (A) a duly executed Assignment and Assumption, (B)
        a
        processing and recordation fee of $3,500, (C) an Administrative
        Questionnaire unless the assignee is already a Lender and (D) the documents
        required under Section
        2.21(f) if such assignee is a Foreign Lender.

       

      (v)           
        No Assignment
        to
        Borrower.  No such assignment shall be made to the Borrower or
        any of the Borrower’s Affiliates or Subsidiaries.

       

      (vi)           
        No Assignment
        to
        Natural Persons.  No such assignment shall be made to a natural
        person.

       

      Subject
        to
        acceptance and recording thereof by the Administrative Agent pursuant to
        paragraph (c) of this Section 10.4, from
        and after the effective date specified in each Assignment and Assumption,
        the
        assignee thereunder shall be a party to this Agreement and, to the extent
        of the
        interest assigned by such Assignment and Assumption, have the rights and
        obligations of a Lender under this Agreement, and the assigning Lender
        thereunder shall, to the extent of the interest assigned by such Assignment
        and
        Assumption, be released from its obligations under this Agreement (and, in
        the
        case of an Assignment and Assumption covering all of the assigning Lender’s
        rights and obligations under this Agreement, such Lender shall cease to be
        a
        party hereto) but shall continue to be entitled to the benefits of
        Sections 2.19, 2.20,
2.21
        and 10.3 with respect
        to
        facts and circumstances occurring prior to the effective date of such
        assignment.  Any assignment or transfer by a Lender of rights or
        obligations under this Agreement that does not comply with this paragraph
        shall
        be treated for purposes of this Agreement as a sale by such Lender of a
        participation in such rights and obligations in accordance with paragraph
        (d) of
        this Section
        10.4.  If the
        consent of the Borrower to an assignment is
        required hereunder (including a
        consent to an assignment
        which does not meet the
        minimum assignment thresholds specified above),
        the Borrower shall be deemed to have
        given its consent five Business Days after the date notice thereof has actually
        been delivered by the assigning Lender (through the Administrative Agent)
        to the
        Borrower, unless such consent is expressly refused by the Borrower prior
        to such
        fifth Business Day.

       

      (c)           
        The Administrative Agent, acting solely for this purpose as an agent of the
        Borrower, shall maintain at one of its offices in Atlanta, Georgia a copy
        of
        each Assignment and Assumption delivered to it and a register for the
        recordation of the names and addresses of the Lenders, and the Commitments
        of,
        and principal amount of the Loans and Revolving Credit Exposure owing to,
        each
        Lender pursuant to the terms hereof from time to time (the “Register”).  The
        entries in the Register shall be conclusive, and the Borrower, the
        Administrative Agent and the Lenders may treat each Person whose name is
        recorded in the Register pursuant to the terms hereof as a Lender hereunder
        for
        all purposes of this Agreement, notwithstanding notice to the
        contrary.  The Register shall be available for inspection by the
        Borrower and any Lender, at any reasonable time and from time to time upon
        reasonable prior notice.

       

      (d)           
        Any Lender may at any time, without the consent of, or notice to, the Borrower,
        the Administrative Agent, the Swingline Lender or the Issuing Bank sell
        participations to any Person (other than a natural person, the Borrower or
        any
        of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all
        or a portion of such Lender’s rights and/or obligations under this Agreement
        (including all or a portion of its Commitment and/or the Loans owing to it);
        provided that
        (i) such Lender’s obligations under this Agreement shall remain unchanged,
        (ii) such Lender shall remain solely responsible to the other parties
        hereto for the performance of such obligations and (iii) the Borrower, the
        Administrative Agent, the Lenders, the Issuing Bank and the Swingline Lender
        shall continue to deal solely and directly with such Lender in connection
        with
        such Lender’s rights and obligations under this Agreement.

       

       

      
        
          
          

        

        
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      (e)           
        Any agreement or instrument pursuant to which a Lender sells such a
        participation shall provide that such Lender shall retain the sole right
        to
        enforce this Agreement and to approve any amendment, modification or waiver
        of
        any provision of this Agreement; provided that such
        agreement or instrument may provide that such Lender will not, without the
        consent of the Participant, agree to any amendment, modification or waiver
        with
        respect to the following to the extent affecting such
        Participant:  (i) increase the Commitment of any Lender without the
        written consent of such Lender, (ii) reduce the principal amount of any Loan
        or
        LC Disbursement or reduce the rate of interest thereon, or reduce any fees
        payable hereunder, without the written consent of each Lender affected thereby,
        (iii) postpone the date fixed for any payment of any principal of, or interest
        on, any Loan or LC Disbursement or interest thereon or any fees hereunder
        or
        reduce the amount of, waive or excuse any such payment, or postpone the
        scheduled date for the termination or reduction of any Commitment, without
        the
        written consent of each Lender affected thereby, (iv) change Section 2.22(c) in a
        manner that would alter the pro rata sharing of payments required thereby,
        without the written consent of each Lender, (v) change any of the provisions
        of
        this Section
        10.4 or the definition of “Required Lenders” or any other provision
        hereof specifying the number or percentage of Lenders which are required
        to
        waive, amend or modify any rights hereunder or make any determination or
        grant
        any consent hereunder, without the consent of each Lender; (vi) release any
        guarantor or limit the liability of any such guarantor under any guaranty
        agreement without the written consent of each Lender except to the extent
        such
        release is expressly provided under the terms of the Guaranty Agreement;
        or
        (vii) release all or substantially all collateral (if any) securing any of
        the
        Obligations.  Subject to paragraph (f) of this Section 10.4, the
        Borrower agrees that each Participant shall be entitled to the benefits of
        Sections 2.19,
2.20,
        and 2.21 to the
        same
        extent as if it were a Lender and had acquired its interest by assignment
        pursuant to paragraph (b) of this Section 10.4,
        provided that such Participant agrees to comply with the provisions of Section 2.25 as if
        such Participant were a Lender.  To the extent permitted by law, each
        Participant also shall be entitled to the benefits of Section 10.7  as
        though it were a Lender, provided such Participant agrees to be subject to
Section 2.19 as
        though it were a Lender.

       

      (f)           
        A Participant shall not be entitled to receive any greater payment under
Section 2.19 and
Section
        2.21
        than the applicable Lender would have been entitled to receive with respect
        to
        the participation sold to such Participant, unless the sale of the participation
        to such Participant is made with the Borrower’s prior written
        consent.  A Participant that would be a Foreign Lender if it were a
        Lender shall not be entitled to the benefits of Section 2.21 unless
        the Borrower is
        notified of the participation sold to such Participant and such Participant
        agrees, for the benefit of the Borrower, to comply with Section 2.21(f) as
        though it were a Lender.

       

      (g)           
        Any Lender may at any time pledge or assign a security interest in all or
        any
        portion of its rights under this Agreement to secure obligations of such
        Lender,
        including without limitation any pledge or assignment to secure obligations
        to a
        Federal Reserve Bank; provided that no
        such
        pledge or assignment shall release such Lender from any of its obligations
        hereunder or substitute any such pledgee or assignee for such Lender as a
        party
        hereto.

       

       

      
        
          
          

        

        
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      Section
        10.5.                                
Governing
        Law; Jurisdiction; Consent to Service of Process.

       

      (a)           
        This Agreement and the other Loan Documents shall be construed in accordance
        with and be governed by the law (without giving effect to the conflict of
        law
        principles thereof) of the State of New York. EACH LOAN DOCUMENT (OTHER THAN
        AS
        OTHERWISE EXPRESSLY SET FORTH IN A LOAN DOCUMENT) WILL BE DEEMED TO BE A
        CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING
        FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW
        OF
        THE STATE OF NEW YORK).

       

      (b)           
        The Borrower hereby irrevocably and unconditionally submits, for itself and
        its
        property, to the non-exclusive jurisdiction of the United States District
        Court
        of the Southern District of New York, and of any court of the State of New
        York
        sitting in New York county and any appellate court from any thereof, in any
        action or proceeding arising out of or relating to this Agreement or any
        other
        Loan Document or the transactions contemplated hereby or thereby, or for
        recognition or enforcement of any judgment, and each of the parties hereto
        hereby irrevocably and unconditionally agrees that all claims in respect
        of any
        such action or proceeding may be heard and determined in such New York state
        court or, to the extent permitted by applicable law, such Federal court.
        Each of
        the parties hereto agrees that a final judgment in any such action or proceeding
        shall be conclusive and may be enforced in other jurisdictions by suit on
        the
        judgment or in any other manner provided by law. Nothing in this Agreement
        or
        any other Loan Document shall affect any right that the Administrative Agent,
        the Issuing Bank or any Lender may otherwise have to bring any action or
        proceeding relating to this Agreement or any other Loan Document against
        the
        Borrower or its properties in the courts of any jurisdiction.

       

      (c)           
        The Borrower irrevocably and unconditionally waives any objection which it
        may now or hereafter have to the laying of venue of any such suit, action
        or proceeding described in paragraph (b) of this Section 10.5 and
        brought in any court referred to in paragraph (b) of this Section
        10.5.  Each of the parties hereto irrevocably waives, to the
        fullest extent permitted by applicable law, the defense of an inconvenient
        forum
        to the maintenance of such action or proceeding in any such court.

       

      (d)           
        Each party to this Agreement irrevocably consents to the service of process
        in
        the manner provided for notices in Section
        10.1.  Nothing in this Agreement or in any other Loan Document
        will affect the right of any party hereto to serve process in any other manner
        permitted by law.

       

      Section
        10.6.                                
WAIVER
        OF
        JURY TRIAL.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
        FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL
        BY
        JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS
        AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY
        OR
        THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH
        PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
        OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY
        WOULD
        NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND
        (B)
        ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
        INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
        THE
        MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

       

       

      
        
          
          

        

        
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      Section
        10.7.                                
Right
        of
        Setoff.  In addition to any rights now or hereafter granted
        under applicable law and not by way of limitation of any such rights, each
        Lender and the Issuing Bank shall have the right, at any time or from time
        to
        time upon the occurrence and during the continuance of an Event of Default,
        without prior notice to the Borrower, any such notice being expressly waived
        by
        the Borrower to the extent permitted by applicable law, to set off and apply
        against all deposits (general or special, time or demand, provisional or
        final)
        of the Borrower at any time held or other obligations at any time owing by
        such
        Lender and the Issuing Bank to or for the credit or the account of the Borrower
        against any and all Obligations held by such Lender or the Issuing Bank,
        as the
        case may be, irrespective of whether such Lender or the Issuing Bank shall
        have
        made demand hereunder and although such Obligations may be
        unmatured.  Each Lender and the Issuing Bank agree promptly to notify
        the Administrative Agent and the Borrower after any such set-off and any
        application made by such Lender and the Issuing Bank, as the case may be;
provided, that
        the
        failure to give such notice shall not affect the validity of such set-off
        and
        application.

       

      Section
        10.8.                                
Counterparts;
        Integration.  This Agreement may be executed by one or more of
        the parties to this Agreement on any number of separate counterparts (including
        by telecopy), and all of said counterparts taken together shall be deemed
        to
        constitute one and the same instrument.  This Agreement, the Fee
        Letter, the other Loan Documents, and any separate letter agreement(s) relating
        to any fees payable to the Administrative Agent constitute the entire agreement
        among the parties hereto and thereto regarding the subject matters hereof
        and
        thereof and supersede all prior agreements and understandings, oral or written,
        regarding such subject matters.

       

      Section
        10.9.                                
Survival.  All
        covenants, agreements, representations and warranties made by the Borrower
        herein and in the certificates or other instruments delivered in connection
        with
        or pursuant to this Agreement shall be considered to have been relied upon
        by
        the other parties hereto and shall survive the execution and delivery of
        this
        Agreement and the making of any Loans and issuance of any Letters of Credit,
        regardless of any investigation made by any such other party or on its behalf
        and notwithstanding that the Administrative Agent, the Issuing Bank or any
        Lender may have had notice or knowledge of any Default or incorrect
        representation or warranty at the time any credit is extended hereunder,
        and
        shall continue in full force and effect as long as the principal of or any
        accrued interest on any Loan or any fee or any other amount payable under
        this
        Agreement is outstanding and unpaid or any Letter of Credit is outstanding
        and
        so long as the Commitments have not expired or terminated.  The
        provisions of Sections
        2.19, 2.20,
2.21,
        and 10.3 and Article
        9 shall
        survive and remain in full force and effect regardless of the consummation
        of
        the transactions contemplated hereby, the repayment of the Loans, the expiration
        or termination of the Letters of Credit and the Commitments or the termination
        of this Agreement or any provision hereof.  All representations and
        warranties made herein, in the certificates, reports, notices, and other
        documents delivered pursuant to this Agreement shall survive the execution
        and
        delivery of this Agreement and the other Loan Documents, and the making of
        the
        Loans and the issuance of the Letters of Credit.

       

       

      
        
          
          

        

        
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      Section
        10.10.                                
Severability.  Any
        provision of this Agreement or any other Loan Document held to be illegal,
        invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction,
        be
        ineffective to the extent of such illegality, invalidity or unenforceability
        without affecting the legality, validity or enforceability of the remaining
        provisions hereof or thereof; and the illegality, invalidity or unenforceability
        of a particular provision in a particular jurisdiction shall not invalidate
        or
        render unenforceable such provision in any other jurisdiction.

       

      Section
        10.11.                                
Confidentiality.  Each
        of the Administrative Agent, the Issuing Bank and each Lender agrees to take
        normal and reasonable precautions to maintain the confidentiality of any
        information designated in writing as confidential and provided to it by the
        Borrower or any Subsidiary, except that such information may be disclosed
        (i) to
        any Related Party of the Administrative Agent, the Issuing Bank or any such
        Lender, including without limitation accountants, legal counsel and other
        advisors, in each case, subject to the terms of this Section 10.11, (ii)
        to the extent required by applicable laws or regulations or by any subpoena
        or
        similar legal process, (iii) to the extent requested by any regulatory agency
        or
        authority, (iv) to the extent that such information becomes publicly available
        other than as a result of a breach of this Section 10.11, or
        which becomes available to the Administrative Agent, the Issuing Bank, any
        Lender or any Related Party of any of the foregoing on a non-confidential
        basis
        from a source other than the Borrower, (v) in connection with the exercise
        of
        any remedy hereunder or any suit, action or proceeding relating to this
        Agreement or the enforcement of rights hereunder, and (ix) subject to provisions
        substantially similar to this Section 10.11, to any
        actual or prospective assignee or Participant, or (vi) with the consent of
        the
        Borrower.  Any Person required to maintain the confidentiality of any
        information as provided for in this Section 10.11 shall
        be considered to have complied with its obligation to do so if such Person
        has
        exercised the same degree of care to maintain the confidentiality of such
        information as such Person would accord its own confidential
        information.

       

      Section
        10.12.                                
Interest
        Rate Limitation.  Notwithstanding anything herein to the
        contrary, if at any time the interest rate applicable to any Loan, together
        with
        all fees, charges and other amounts which may be treated as interest on such
        Loan under applicable law (collectively, the “Charges”), shall
        exceed the maximum lawful rate of interest (the “Maximum Rate”) which
        may be contracted for, charged, taken, received or reserved by a Lender holding
        such Loan in accordance with applicable law, the rate of interest payable
        in
        respect of such Loan hereunder, together with all Charges payable in respect
        thereof, shall be limited to the Maximum Rate and, to the extent lawful,
        the
        interest and Charges that would have been payable in respect of such Loan
        but
        were not payable as a result of the operation of this Section 10.12 shall
        be cumulated and the interest and Charges payable to such Lender in respect
        of
        other Loans or periods shall be increased (but not above the Maximum Rate
        therefor) until such cumulated amount, together with interest thereon at
        the
        Federal Funds Rate to the date of repayment, shall have been received by
        such
        Lender.

       

       

      
        
          
          

        

        
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      Section
        10.13.                                
Waiver
        of
        Effect of Corporate Seal.  The Borrower represents and warrants
        that neither it nor any other Loan Party is required to affix its corporate
        seal
        to this Agreement or any other Loan Document pursuant to any requirement
        of law
        or regulation, agrees that this Agreement is delivered by Borrower under
        seal
        and waives any shortening of the statute of limitations that may result from
        not
        affixing the corporate seal to this Agreement or such other Loan
        Documents.

       

      Section
        10.14.                                
Patriot
        Act.  The
        Administrative Agent and each Lender hereby notifies the Loan Parties that
        pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
        107-56
        (signed into law October 26, 2001)) (the “Patriot Act”), it is required to
        obtain, verify and record information that identifies each Loan Party, which
        information includes the name and address of such Loan Party and other
        information that will allow such Lender or the Administrative Agent, as
        applicable, to identify such Loan Party in accordance with the Patriot
        Act.  Each Loan Party shall, and shall cause each of its Subsidiaries
        to, provide to the extent commercially reasonable, such information and take
        such other actions as are reasonably requested by the Administrative Agent
        or
        any Lender in order to assist the Administrative Agent and the Lenders in
        maintaining compliance with the Patriot Act.

       

      
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      IN
        WITNESS WHEREOF, the
        parties hereto have caused this Agreement to be duly executed by their
        respective authorized officers as of the day and year first above
        written.

       

      BORROWER:

       

      MAXIMUS,
        INC., a Virginia
        corporation

       

      By:
/s/
        Richard A.
        Montoni

      Name:
        Richard A. Montoni

      Title:
        President and CEO

       

      


       

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      ADMINISTRATIVE
        AGENT:

       

      SUNTRUST
        BANK

      as
        Administrative Agent, as Swingline Lender and as Issuing Bank

       

      By:
/s/
        Linda L.
        Bergmann                                                                           


      Name: Linda
        L.
        Bergmann

      Title:
        Vice President

       

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      LENDERS:

       

      SUNTRUST
        BANK

       

      as
        Lender

       

      By:
/s/
        Linda L.
        Bergmann                                                                           


      Name: Linda
        L.
        Bergmann

      Title:
        Vice President

       

      


       

      


       

       

      
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