Exhibit
10.1


June 29, 2007


 


 


 


ATS Corporation


7915 Jones Branch Drive


McLean, Virginia  22102


 


Re:                               Amendment No. 1
to Credit Agreement


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


Except as otherwise
specifically set forth herein, the Agreement and all other Loan Documents are
hereby confirmed and ratified in all respects and shall remain in full force
and effect according to their respective terms.


 


[Signature pages follow.]


 


 


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  Very truly yours,

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  BANK OF AMERICA, N.A., as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  /s/ Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:   Senior Vice President 

  



 


 


 


 


 


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   BANK OF AMERICA, N.A., as
  a Lender, L/C Issuer and Swing Line Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name: Michael D. Brannan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
								



 


 


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Accepted and Agreed to this 29th
day of June, 2007.


 


	
  ATS Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Edward H. Bersoff

  	
   

  
	
  Name: Edward H. Bersoff

  
	
  Title: President and Chief
  Executive Officer

  



 


 


	
  ADVANCED TECHNOLOGY
  SYSTEMS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Edward H. Bersoff

  	
   

  
	
  Name: Edward H. Bersoff

  
	
  Title: President and Chief
  Executive Officer

  
				



 


 


	
  RELIABLE INTEGRATION
  SERVICES, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Edward H. Bersoff

  	
   

  
	
  Name: Edward H. Bersoff

  
	
  Title: President and Chief
  Executive Officer

  



 


 


	
  APPIX, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Edward H. Bersoff

  	
   

  
	
  Name: Edward H. Bersoff

  
	
  Title: President and Chief
  Executive Officer

  



 


 


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  CITIZENS BANK OF
  PENNSYLVANIA

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Leslie Grizzard

  	
   

  
	
  Name:

  	
  Leslie Grizzard

  
	
  Title: 

  	
  Senior Vice President

  
				



 


 


 


 


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