a5595833-ex103.htm


     

    Exhibit
      10.3

     

    PLEDGE
      AGREEMENT

    


    


    


    THIS
      PLEDGE AGREEMENT (this “Pledge
      Agreement”),
      dated as of January 25, 2008, among MAXIMUS, INC., a Virginia
      corporation (the “Borrower”), the
      Subsidiaries of the Borrower hereafter a party hereto (each a “Subsidiary Pledgor”
and collectively
      the “Subsidiaries
      Pledgors”; Borrower, each Subsidiary Pledgor and each other Subsidiary
      hereafter becoming a party hereto shall be collectively known as the “Pledgors”, and
      individually as “Pledgor”), in favor
      of SUNTRUST BANK, a
      Georgia banking corporation, as Administrative Agent (the “Administrative
      Agent”), on its behalf and on behalf of the other Secured Parties (as
      defined below).

    


    WITNESSETH:

    


    WHEREAS,
      pursuant to the
      Revolving Credit Agreement, dated as of the date hereof, by and among the
      Borrower, the Administrative Agent, the banks and lending institutions (the
      “Lenders”) from time to time party thereto, and SunTrust Bank, as Issuing Bank
      and as Swingline Lender (as amended, restated, supplemented, or otherwise
      modified from time to time, the “Credit
      Agreement”).

    


    WHEREAS,
      the Lenders have
      agreed to establish a revolving credit facility to the Borrower;

    


    WHEREAS,
      it is a condition
      precedent to the obligations of the Administrative Agent, the Issuing Bank,
      the
      Swingline Lender, and the Lenders under the Credit Agreement that each Pledgor
      grant to Administrative Agent a security interest in all of its Pledged
      Collateral (as defined below), and each Pledgor wishes to fulfill said condition
      precedent;

    


    NOW,
      THEREFORE, in order to
      induce Lenders to extend the Loans and the Issuing Bank to issue Letters of
      Credit and to make the financial accommodations as provided for in the Credit
      Agreement and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    1. Defined
      Terms.  All capitalized terms used but not otherwise defined
      herein have the meanings given to them in the Credit Agreement.

    


    “Excluded
      Property”
shall mean (i) any contract, General Intangible, property right or agreement
      to
      which any Pledgor is a party or any of its rights or interests thereunder if
      and
      only for so long as the grant of a security interest hereunder shall constitute
      or result in a material breach or default under any such contract, General
      Intangible, property right or agreement or would give rise to a right to
      terminate any such General Intangible (other than to the extent that any such
      term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408,
      or
      9-409 of the UCC of any relevant jurisdiction or any other applicable law or
      principles of equity); provided, however, that such security interest shall
      attach immediately to any portion of such contract, General Intangible, property
      rights or agreement that does not result in any of the consequences specified
      above, (ii) any rights or property to the extent that any valid enforceable
      law
      or regulation applicable to such rights or property prohibits the creation
      of a
      security interest therein, (iii) any Capital Stock to the extent it represents
      more than 65% of the Capital Stock of any Foreign Subsidiary.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

       

    

    “Foreign
      Corporate
      Documents”  means (i) the Shareholders Agreement, dated as of
      ____, 2005, by and between the Borrower and ORS and (ii) the Articles of
      Association of Israel Workforce Solutions Ltd., dated as of _______, 2005,
      as
      executed by the Borrower and ORS.

    


    “ORS”
means
      ORS
      Overseas Representation Services Ltd..

    


    "Pledged
      Membership
      Interests" means the Capital Stock described on Part B of Schedule I
      attached hereto other than Excluded Property.

    


    "Pledged
      Shares" means
      the Capital Stock described on Part A of Schedule I attached hereto other than
      Excluded Property.

    


    “Secured
      Obligations”
shall mean (i) with respect to the Borrower, all Obligations of the
      Borrower,
      (ii) with respect to any other Pledgor , all Guaranteed Obligations (as such
      term is defined in the Subsidiary Guaranty) of each such Pledgor.

    


    "Secured
      Parties"
      means the Administrative Agent, the Lenders, the Specified Hedge Providers
      and
      the Specified Treasury Management Providers.  "Secured Party" means
      any of the Secured Parties individually.

    


    “Specified
      Hedge
      Provider” means each party to a Hedging Transaction incurred to limit
      interest rate or fee fluctuation with respect to the Loans and Letters of Credit
      if at the date of entering into such Hedging Transaction such person was a
      Lender or an Affiliate of a Lender and such person executes and delivers to
      the
      Administrative Agent a letter agreement in form and substance acceptable to
      the
      Administrative Agent pursuant to which such person (i) appoints the
      Administrative Agent as its agent under the applicable Loan Documents and (ii)
      agrees to be bound by the provisions of Article 9 and 10 of the Credit
      Agreement.

     

    “Specified
      Treasury
      Management Provider” means each Lender or an Affiliate of a Lender that
      offers products of the type described in the definition of “Treasury Management
      Obligations” contained in the Credit Agreement and such person executes and
      delivers to the Administrative Agent a letter agreement in form and substance
      acceptable to the Administrative Agent pursuant to which such person (i)
      appoints the Administrative Agent as its agent under the applicable Loan
      Documents and (ii) agrees to be bound by the provisions of Article 9 and 10
      of
      the Credit Agreement.

     

    "Termination
      Time"
      means the time that all Secured Obligations (other than (i) Obligations related
      to Hedging Obligations except to the extent due on or prior to the Termination
      Time, (ii) Obligations related to Treasury Management Services except to the
      extent due on or prior to the Termination Time and (iii) Unasserted Contingent
      Obligations) have been paid in full in cash, all Commitments have been
      terminated or otherwise reduced to zero and all LC Exposure has either been
      cash
      collateralized or back stopped by one or more letters of credit in form
      acceptable to the Issuing Lender and in an amount equal to 103% of such LC
      Exposure.

     

    
      
         

      

      
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    2. Pledge. 
Each
      Pledgor hereby
      pledges to the Administrative Agent, for its benefit and the benefit of Secured
      Parties and grants to the Administrative Agent, for its benefit and the benefit
      of the Secured Parties, a first priority security interest in all of such
      Pledgor’s right, title and interest in, to and under the following property,
      whether now owned by or owing to, or hereafter acquired by or arising in favor
      of such Pledgor (collectively, the “Pledged
      Collateral”):

    


    (a) The
      Pledged Shares and the certificates
      representing the Pledged Shares, and, except as expressly provided for in Section 8 hereof,
      all
      dividends, cash, instruments and other property or proceeds from time to time
      received, receivable or otherwise distributed in respect of or in exchange
      for
      any or all of the Pledged Shares;

    


    (b) Any
      Capital Stock acquired by any
      Pledgor or such Pledgor’s designees with respect to, incident to or in lieu of
      the Pledged Shares or with respect to, incident to or in lieu of the Pledged
      Collateral (x) due to any dividend, stock-split, stock dividend or distribution
      on dissolution, or partial or total liquidation, or for any other reason, (y)
      in
      connection with a reduction of capital, capital surplus or paid-in-surplus
      or
      (z) in connection with any spin-off, split-off, reclassification, readjustment,
      merger, consolidation, sale of assets, combination of shares or any other plan
      of distribution affecting of the those companies listed on Schedule
      I;

    


    (c) Any
      subscription or other rights or
      options issued in connection with the Pledged Shares, and, if exercised by
      any
      Pledgor, all new Capital Stock so acquired by such Pledgor, which shall promptly
      be assigned and delivered to the Administrative Agent and held under the terms
      of this Pledge Agreement in the same manner as the Pledged Shares originally
      pledged hereunder;

    


    (d) Any
      Capital Stock acquired by any
      Pledgor after the date hereof, which shall promptly be delivered to the
      Administrative Agent and held under the terms of this Pledge Agreement in the
      same manner as the Pledged Shares originally pledged hereunder;

    


    (e) Any
      and all proceeds, monies, income
      and benefits arising from or by virtue of, and all dividends and distributions
      (cash or otherwise) payable or distributable with respect to, all or any of
      the
      Pledged Shares or other securities and rights and interests described in this
      Section 2,
      except as expressly provided for in Section 8
      hereof;

    


    (f) The
      Pledged Membership Interests, if
      any, and any certificates at any time representing the Pledged Membership
      Interests, it being understood that the Pledged Membership Interests are, as
      of
      the date hereof, uncertificated, and all cash, securities, dividends, rights,
      and other property at any time and from time to time received, receivable or
      otherwise distributed in respect of or in exchange for any or all of the Pledged
      Membership Interests;

    


    
      
         

      

      
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    (g) All
      of
      such Pledgor’s right, title and interest as a member in each limited liability
      company listed on Part B of Schedule I (the “LLCs”), whether
      now
      owned or hereafter acquired, including all of such Pledgor’s right, title and
      interest in, to and under the limited liability company agreements described
      on
      Part B of Schedule I (as such agreements have heretofore been and may hereafter
      be amended, restated, supplemented or otherwise modified from time to time,
      collectively, the “LLC
      Agreements”) to which it is a party (including, the right to vote with
      respect to and to manage and administer the business of such LLCs) together
      with
      all other rights, interests, claims and other property of such Pledgor in any
      manner arising out of or relating to its membership interest in the LLCs,
      whatever their respective kind or character, whether they are tangible or
      intangible property, and wheresoever they may exist or be located, and further
      including, without limitation, (1) all rights of such Pledgor to receive
      distributions of any kind, in cash or otherwise, due or to become due under
      or
      pursuant to each such LLC Agreement or otherwise in respect of such LLCs, (2)
      all rights of such Pledgor to receive proceeds of any insurance, indemnity,
      warranty or guaranty with respect to each such LLCs, (3) all claims of such
      Pledgor for damages arising out of, or for the breach of, or for a default
      under, each such LLC Agreement, (4) any certificated  security or
      uncertificated security evidencing any of the foregoing issued by such LLCs
      to
      such Pledgor, (5) any interest of such Pledgor in the entries on the books
      of
      any financial intermediary pertaining to such Pledgor’s interest as a member in
      the LLCs and (6) to the extent not included in the foregoing, all proceeds
      of
      any and all of the foregoing; provided, however,
      that
      notwithstanding anything herein to the contrary;

    


    (i) Each
      Pledgor shall remain liable under the LLC Agreements to the extent set forth
      therein to perform all of its duties and obligations thereunder to the same
      extent as if this Pledge Agreement had not been executed;

    


    (ii) The
      exercise by the Administrative Agent of any of its rights hereunder shall not
      release any Pledgor from any of its duties or obligations under the LLC
      Agreements (other than to the extent a Pledgor is precluded from performing
      such
      duties solely as a result of the Administrative Agent’s having exercised such
      rights or remedies);

    


    (iii) Administrative
      Agent shall not have any obligation or liability under the LLC Agreements by
      reason of this Pledge Agreement, nor shall the Administrative Agent be obligated
      to perform any of the obligations or duties of the Pledgors thereunder, to
      make
      any payment, to make any inquiry as to the nature or sufficiency of any payment
      received by the Pledgors or the sufficiency of any performance by any party
      under any such LLC Agreement, or to take any action to collect or enforce any
      claim for payment assigned hereunder; and

    


    (iv) Without
      limiting the generality of the foregoing, neither the grant of the security
      interest in the Pledged Collateral in favor of the Administrative Agent as
      provided herein nor the exercise by the Administrative Agent of any of its
      rights hereunder nor any action by the Administrative Agent in connection with
      a
      foreclosure on the Pledged Collateral shall be deemed to constitute the
      Administrative Agent or any other Secured Party a member of any limited
      liability company;

    


    Notwithstanding
      the foregoing, the
      Pledged Collateral shall not include (i) any Excluded Property or (ii) any
      Pledged Shares to the extent that a grant of a security interest in such shares
      would require an offer for sale pursuant to, or would result in a violation
      of,
      the applicable terms of any Foreign Corporate Document.

     

    
      
         

      

      
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    3. Security
      For Secured Obligations.  This Pledge Agreement and the Pledged
      Collateral secure the prompt payment, in full when due, whether at stated
      maturity, by acceleration or otherwise, and performance of the Secured
      Obligations.

    


    4. Delivery
      Of Pledged Collateral.  All certificates and instruments
      representing or evidencing the Pledged Collateral shall be delivered to and
      held
      by or on behalf of the Administrative Agent pursuant hereto. All Pledged Shares
      shall be accompanied by duly executed, undated instruments of transfer or
      assignment endorsed in blank, all in form and substance satisfactory to the
      Administrative Agent and, if the Administrative Agent so requests after the
      occurrence of an Event of Default, with signatures guaranteed by a member of
      a
      registered national securities exchange or the National Association of
      Securities Dealers, Inc. or by a commercial bank or trust company having an
      office or correspondent in the United States. Upon the occurrence and during
      the
      continuance of an Event of Default, the Administrative Agent shall have the
      right, at any time in its discretion and upon notice to the applicable Pledgor,
      to transfer to or to register in the name of the Administrative Agent or any
      of
      its nominees any or all of the Pledged Shares or Pledged Membership Interests.
      In addition, the Administrative Agent shall have the right at any time to
      exchange certificates or instruments representing or evidencing Pledged Shares
      for certificates or instruments of smaller or larger denominations.

    


    5. Representations
      and Warranties.  Each Pledgor represents and warrants to the Secured
      Parties as follows:

    


    (a) Each
      Pledgor is, and at the time of
      delivery of the Pledged Shares and Pledged Membership Interests to the
      Administrative Agent pursuant to Section 4 hereof will
      be, the sole holder of record and the sole beneficial owner of the Pledged
      Collateral pledged by such Pledgor, free and clear of any Lien thereon or
      affecting the title thereto except for (i) Liens permitted by Section 7.2 of
      the
      Credit Agreement and (ii) those Liens created by or arising under the terms
      of
      the Foreign Corporate Documents, if any.

    


    (b) As
      of the date hereof, except as set
      forth on Schedule I, all of the Pledged Shares and Pledged Membership Interests
      have been duly authorized, validly issued and are fully paid and non-assessable
      and all documentary, stamp, or other taxes or fees owing in connection with
      the
      issuance, transfer and/or pledge thereof hereunder have been paid and will
      be
      hereafter paid by each Pledgor as same becomes due and payable.

    


    (c) As
      of the date hereof, no dispute,
      counterclaim or defense exists with respect to all or any part of the Pledged
      Collateral.

    


    (d) Each
      Pledgor has the requisite
      corporate authority to pledge, assign, transfer, deliver, deposit and set over
      its Pledged Collateral to the Administrative Agent as provided
      herein.

    


    (e) As
      of the date hereof, there are no
      restrictions, other than applicable laws and regulations affecting the offering
      and sales of securities generally, upon the transfer, hypothecation or pledge
      of
      any of the Pledged Collateral, other than those set forth expressly in the
      Foreign Corporate Documents.

    


    
      
         

      

      
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    (f) None
      of the Pledged Shares or Pledged
      Membership Interests issued by any Pledgor or any Subsidiary of any Pledgor
      have
      been issued or transferred in violation of the securities registration,
      securities disclosure or similar laws of any jurisdiction to which such issuance
      or transfer may be subject.

    


    (g) Part
      A of Schedule I hereto
      lists the authorized shares of common stock, the par value thereof and the
      number of issued and outstanding shares of common stock of each issuer of
      Pledged Shares as of the date hereof.  As of the date hereof, (i) no
      subscription, warrant, option or other rights to purchase or acquire any shares
      of any class of capital stock of any issuer of Pledged Shares is authorized
      and
      outstanding, and (ii) there is no commitment by any issuer of Pledged Shares
      to
      issue any such shares, warrants, options or other such rights or
      securities.

    


    (h) Part
      B of Schedule I hereto
      lists all of the issued and outstanding membership interests of each issuer
      of
      Pledged Membership Interests as of the date hereof.  As of the date
      hereof, (i) no subscription, warrant, option or other rights to purchase or
      acquire any membership interests of any issuer of Pledged Membership Interests
      is authorized and outstanding, and (ii) there is no commitment by any issuer
      of
      Pledged Membership Interests to issue any such warrants, options or other such
      rights or securities.

    


    (i) The
      pledge
      by each Pledgor of its Pledged Collateral is not in contravention of any law
      or
      of any agreement to which such Pledgor is party or by which such Pledgor is
      otherwise bound, and no consent, approval, authorization or other order of,
      or
      other action by, any Person or notice to or filing with, any Person is required
      (x) for the pledge by such Pledgor of the Pledged Collateral pursuant to this
      Pledge Agreement or for the execution, delivery or performance of this Pledge
      Agreement by such Pledgor or (y) for the exercise by the Administrative Agent
      of
      the voting or other rights provided for in this Pledge Agreement or the remedies
      in respect of the Pledged Collateral pursuant to this Pledge Agreement (except
      as may be required in connection with any disposition of any portion of the
      Pledged Collateral by laws affecting the offering and sale of securities
      generally), except any consent, approval, authorization or other order, or
      other
      action, as may be required under applicable laws in jurisdictions other than
      the
      United States or any state thereof or as is required by any Foreign Corporate
      Document.

    


    (j) The
      pledge, assignment and delivery of
      the Pledged Collateral together with duly executed, undated instruments of
      transfer or assignment endorsed in blank pursuant to this Pledge Agreement
      will
      create a valid first priority Lien on and a first priority perfected security
      interest in the Pledged Collateral and the proceeds thereof, securing the
      payment of the Secured Obligations and no filing or other
      action is necessary to perfect or protect such security interest, except that
      (i) the filing of a financing statement, the taking of possession or some other
      action may be required under Section 9-315 of the Uniform Commercial Code as
      in
      effect in the State of New York (the “UCC") to perfect
      a
      security interest in certain proceeds of the Pledged Collateral that do not
      constitute Pledged Shares or other securities or instruments and (ii) the filing
      of a financing statement under Sections 9-312 and 9-314 of the UCC may be
      required to perfect a security interest in any Pledged Collateral that
      constitutes “investment property” (other than the Pledged Shares) with respect
      to which the Administrative Agent does not have “control” (as such terms are
      defined in the UCC) and (iii) certain other actions may be necessary under
      the
      laws of the jurisdictions of the Foreign Subsidiaries.

    


    
      
         

      

      
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    (k) All
      of the
      representations and warranties contained in the Credit Agreement and the other
      Loan Documents are true and correct in all material respects, are incorporated
      herein by this reference and deemed to be made herein by each Pledgor for
      purposes of this Pledge Agreement.

    


    (l) This
      Pledge Agreement has been duly authorized, executed and delivered by each
      Pledgor and constitutes a legal, valid and binding obligation of such Pledgor
      enforceable against such Pledgor in accordance with its terms.

    


    (m) Each
      Pledgor further acknowledges and agrees that the Pledged Membership Interests,
      shall not be for purposes of this Pledge Agreement and the other Loan Documents
      a “security” within the meaning of Article 8 of the UCC and shall not be
      governed by Article 8 of the UCC.  No Pledgor shall at any time elect
      to treat any such interest as a “security” within the meaning of Article 8 of
      the UCC or issue any certificate representing such interest.

    


    The
      representations and warranties set
      forth in this Section
      5 shall survive the execution and delivery of this Pledge
      Agreement.

    


    6. Covenants. 
      Each Pledgor covenants and agrees that from and after the date of this Pledge
      Agreement and until the payment and performance in full of all of the Secured
      Obligations of such Pledgor:

    


    (a) Such
      Pledgor shall not sell, assign,
      transfer, pledge or otherwise encumber any of its rights in or to its Pledged
      Collateral or any unpaid dividends or other distributions or payments with
      respect thereto except as permitted by the Credit Agreement.

    


    (b) Such
      Pledgor will not cause or permit
      any issuer of Pledged Shares or Pledged Membership Interests to issue or grant
      any warrants, stock options of any nature or other instruments convertible
      into
      membership interests or shares of any class of capital stock or additional
      membership interests or shares of capital stock or sell or transfer any
      membership interests or treasury stock except as permitted by the Credit
      Agreement.

    


    (c) Such
      Pledgor will, at its own cost and
      expense, promptly execute, acknowledge and deliver all such instruments and
      take
      all such action as the Administrative Agent from time to time may reasonably
      request in order to perfect and protect the Lien granted or purported to be
      granted hereby or to enable the Administrative Agent to exercise and enforce
      its
      rights and remedies hereunder with respect to the Pledged
      Collateral.

    


    (d)  Such
      Pledgor has and will, at its
      own cost and expense, defend the title to its Pledged Collateral and the Liens
      of the Administrative Agent thereon against the claim of any Person and will
      maintain and preserve such Liens.

    


    
      
         

      

      
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    (e) Such
      Pledgor will comply with Section
      5.8 of the Credit Agreement.

    


    (f)   
      Such
      Pledgor shall not certificate any of the Pledged Membership
      Interests.

     

    (g)   
      Such
      Pledgor shall not treat any Pledged Membership Interest as a “security” within
      the meaning of Article 8 of the UCC and no Pledged Membership Interest
      shall  be governed by Article 8 of the UCC.

    


    7. Adjustments
      and Distributions Concerning Pledged Collateral.  Should the Pledged
      Collateral, or any part thereof, ever be converted in any manner by any Pledgor
      into another type of property or any money or other proceeds ever be paid or
      delivered to any Pledgor as a result of such Pledgor’s rights in the Pledged
      Collateral, then in any such event (except as expressly provided in Section 8 hereof),
      all such property, money and other proceeds shall promptly be and become part
      of
      the Pledged Collateral, and each Pledgor covenants and agrees to forthwith
      pay
      and deliver all money so received to the Administrative Agent, for the benefit
      of the Secured Parties, as Pledged Collateral hereunder in accordance with
      the
      provisions of the Credit Agreement; and, if the Administrative Agent deems
      it
      necessary and so requests, to properly endorse, assign or transfer any and
      all
      such other proceeds to the Administrative Agent and to deliver to the
      Administrative Agent any and all such other proceeds which require perfection
      by
      possession under the UCC.  With respect to any of such property of a
      kind requiring an additional security agreement, financing statement or other
      writing to perfect a security interest therein in favor of the Administrative
      Agent, each Pledgor will forthwith execute and deliver to the Administrative
      Agent, or cause to be executed and delivered to the Administrative Agent,
      whatever the Administrative Agent shall reasonably deem necessary or proper
      for
      such purposes.

    


    8. Pledgors’
      Rights; Termination Of Rights.

    


    (a) Unless
      an Event of Default shall have
      occurred and be continuing:

    


    (i) Each
      Pledgor shall have the right, from time to time, to vote and give consents
      with
      respect to its Pledged Collateral or any part thereof for all purposes permitted
      by the Credit Agreement or any other Loan Documents; provided, that,
      without limitation of the foregoing, no vote shall be cast, and no consent
      shall
      be given or action taken by any Pledgor without the prior written consent of
      the
      Administrative Agent that would authorize or effect (except if and to the extent
      permitted by the Credit Agreement: (A) the dissolution or liquidation, in whole
      or in part, of any issuer of the Pledged Collateral, (B) the consolidation
      or
      merger of any issuer of the Pledged Collateral with any other Person (other
      than
      any Pledgor), (C) the sale, disposition or encumbrance of any portion of the
      assets of any issuer of the Pledged Collateral or any business or division
      thereof, (D) any change in the authorized number of shares or membership
      interests, the stated capital or the authorized shares or member interest
      capital of any issuer of the Pledged Collateral or the issuance of any
      additional shares of capital stock or membership interests thereof, or (E)
      the
      alteration of the voting rights with respect to the capital stock or membership
      interests of any issuer of the Pledged Collateral);

    


    
      
         

      

      
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    (ii) Each
      Pledgor shall be entitled, from time to time, to collect and receive for its
      own
      use all dividends, distributions and other amounts paid in respect of its
      Pledged Collateral to the extent not in violation of the Credit
      Agreement.

    


    (b) All
      dividends (other than such cash
      dividends as are permitted to be paid to the Pledgors in accordance with Section 8(a)(ii)
      above), distributions and other amounts in respect of any of the Pledged Shares
      or Pledged Membership Interests, whenever paid or made, shall be delivered
      to
      the Administrative Agent to hold as Pledged Collateral and shall, if received
      by
      any Pledgor, be received in trust for the benefit of the Administrative Agent,
      be segregated from the other property or funds of such Pledgor, and be forthwith
      delivered promptly to the Administrative Agent as Pledged Collateral of such
      Pledgor in the same form as so received (with any necessary endorsement or
      assignment).

    


    (c) Upon
      the occurrence of an Event of
      Default and during the continuation thereof, all of Pledgors’ rights to exercise
      voting and other consensual rights pursuant to Section 8(a)(i)
      hereof and all of Pledgors’ rights to receive any cash dividends and
      distributions pursuant to Section 8(a)(ii)
      hereof shall cease and all such rights shall thereupon become vested in the
      Administrative Agent, for the benefit of the Secured Parties, who shall have
      the
      sole and exclusive right to exercise the voting and other consensual rights
      which the Pledgors would otherwise be authorized to exercise pursuant to Section 8(a)(i)
      hereof and to receive and retain the dividends and distributions which the
      Pledgors would otherwise be authorized to receive and retain pursuant to Section 8(a)(ii)
      hereof.  Upon the occurrence of an Event of Default and during the
      continuation thereof, each Pledgor shall pay over to the Administrative Agent,
      for the benefit of the Secured Parties, at the Administrative Agent’s election,
      any dividends received by such Pledgor with respect to its Pledged Collateral
      and any and all money and other property paid over to or received by the
      Administrative Agent shall be retained by the Administrative Agent, for the
      benefit of the Secured Parties, as Pledged Collateral hereunder and shall be
      applied in accordance with the terms of the Credit Agreement.

    


    9. Default.  The
      Pledgors
      shall be in default under this Pledge Agreement upon the happening of any of
      the
      following events or conditions (hereinafter referred to as an “Event of
      Default”):

    


    (i)             The
      occurrence of an Event of Default as defined in the Credit Agreement;
      and

    (ii)           
      Any representation or warranty made by or on behalf of any Pledgor under or
      pursuant to this Agreement shall have been false or misleading in any material
      respect when made; or

    (iii)           Failure
      of any Pledgor to observe any of its respective covenants set forth in this
      Pledge Agreement other than those referenced in paragraphs (i) and (ii) above,
      and if such failure is capable of being remedied, such failure shall remain
      unremedied for thirty (30) days after notice from the Administrative
      Agent.

    


    
      
         

      

      
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    10. Remedies
      Upon An Event Of Default.

    


    (a) Upon
      the occurrence of an Event of
      Default and during the continuation thereof, the Administrative Agent may
      exercise all rights of a secured party under the UCC (whether or not the UCC
      applies to the affected collateral).  In addition, the Administrative
      Agent is hereby authorized and empowered to  transfer and register in
      its name or in the name of its nominee the whole or any part of the Pledged
      Collateral, exercise the voting rights with respect thereto, collect and receive
      all cash dividends and other distributions made thereon, sell in one or more
      sales after ten (10) days’ notice (or such longer period as may be afforded by
      the UCC) of the time and place of any public sale or of the time after which
      a
      private sale is to take place (which notice each Pledgor agrees is commercially
      reasonable), but without any previous notice or advertisement, the whole or
      any
      part of the Pledged Collateral and otherwise act with respect to the Pledged
      Collateral as though the Administrative Agent was the legal and record owner
      thereof.  Each Pledgor hereby irrevocably constitutes and appoints the
      Administrative Agent, for the benefit of the Secured Parties, as the proxy
      and
      attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with
      full power of substitution to exercise any of the rights provided in the
      preceding sentence; provided, that the
      Administrative Agent shall not have any duty to exercise any such right or
      to
      preserve the same and shall not be liable for any failure to do so or for any
      delay in doing so.  Any sale shall be made at a public or private sale
      at the Administrative Agent’s offices or elsewhere to be named in the notice of
      sale, either for cash or upon credit or for future delivery at such price as
      the
      Administrative Agent may deem fair, and any Secured Party may be the purchaser
      of the whole or any part of the Pledged Collateral so sold and hold the same
      thereafter in its own right free from any claim of any Pledgor or any right
      of
      redemption, which each Pledgor hereby waives to the extent permitted by
      applicable law.  Each sale shall be made to the highest bidder, but
      the Administrative Agent reserves the right to reject any and all bids at such
      sale which, in its discretion, it shall deem inadequate.  Demands of
      performance, except as otherwise herein specifically provided for, notices
      of
      sale, advertisements and the presence of property at sale are hereby waived
      and
      any sale hereunder may be conducted by an auctioneer or any officer or agent
      of
      the Administrative Agent.

    


    (b) If,
      at the original time or times
      appointed for the sale of the whole or any part of the Pledged Collateral,
      the
      highest bid, if there be but one sale, shall be inadequate to discharge in
      full
      all the Secured Obligations, or if the Pledged Collateral be offered for sale
      in
      lots, if at any of such sales, the highest bid for the lot offered for sale
      would indicate to the Administrative Agent, in its discretion, the unlikelihood
      of the proceeds of the sales of the whole of the Pledged Collateral being
      sufficient to discharge all the Secured Obligations, the Administrative Agent
      may, on one or more occasions and in its discretion, postpone any of said sales
      by public announcement at the time of sale or the time of previous postponement
      of sale, and no other notice of such postponement or postponements of sale
      need
      be given, any other notice being hereby waived; provided, that any
      sale or sales made after such postponement shall be after ten (10) days’
notice(or such longer period as may be afforded by the UCC) from the
      Administrative Agent to any such Pledgor.

    


    
      
         

      

      
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    (c) If,
      at any time that the Administrative
      Agent shall determine to exercise its rights to sell the whole or any part
      of
      the Pledged Collateral hereunder, such Pledged Collateral or the part thereof
      to
      be sold shall not, for any reason whatsoever, be effectively registered under
      the Securities Act of 1933, as amended (the “Act”), the
      Administrative Agent may, in its discretion (subject only to applicable
      requirements of law), sell such Pledged Collateral or part thereof by private
      sale in such manner and under such circumstances as the Administrative Agent
      may
      deem necessary or advisable, but subject to the other requirements of this
Section 9, and shall
      not be required to effect such registration or to cause the same to be
      effected.  Without limiting the generality of the foregoing, in any
      such event the Administrative Agent in its discretion (i) may, in accordance
      with applicable securities laws, proceed to make such private sale
      notwithstanding that a registration statement for the purpose of registering
      such Pledged Collateral or part thereof could be or shall have been filed under
      said Act (or similar statute), (ii) may approach and negotiate with a single
      possible purchaser to effect such sale, (iii) may restrict such sale to a
      purchaser who will represent and agree that such purchaser is purchasing for
      its
      own account, for investment and not with a view to the distribution or sale
      of
      such Pledged Collateral or part thereof, and (iv) may place all or any part
      of
      the Pledged Collateral with an investment banking firm for private placement,
      which firm shall be entitled to purchase all or any part of the Pledged
      Collateral for its own account.  If any of the Pledged Collateral
      shall not be freely distributable to the public without registration under
      the
      Act (or similar statute), then the Administrative Agent shall not be required
      to
      effect such registration or cause the same to be effected but, in its discretion
      (subject to applicable requirements of law), may require that any sale hereunder
      (including a sale at auction) be conducted subject to restrictions (i) as to
      the
      financial sophistication and ability of any Person permitted to bid or purchase
      at any such sale, (ii) as to the content of legends to be placed upon any
      certificates representing the Pledged Collateral sold in such sale, including
      restrictions on future transfer thereof, (iii) as to the representations
      required to be made by each Person bidding or purchasing at such sale relating
      to that Person’s access to financial information about any Pledgor or any of its
      subsidiaries so sold and such Person’s intentions as to the holding of the
      Pledged Collateral so sold for investment, for its own account, and not with
      a
      view to the distribution thereof, and (iv) as to such other matters as the
      Administrative Agent may, in its discretion, deem necessary or appropriate
      in
      order that such sale (notwithstanding any failure so to register) may be
      effected in compliance with the UCC and other laws affecting the enforcement
      of
      creditors’ rights and the Act and all applicable state securities
      laws.

    


    (d) Each
      Pledgor recognizes that the
      Administrative Agent may be unable to effect a public sale of any or all the
      Pledged Collateral and may be compelled to resort to one or more private sales
      thereof.  Each Pledgor also acknowledges that any such private sale
      may result in prices and other terms less favorable to the seller than if such
      sale were a public sale and, notwithstanding such circumstances, agrees that
      any
      such private sale shall be deemed to have been made in a commercially reasonable
      manner.  The Administrative Agent shall be under no obligation to
      delay a sale of any of the Pledged Collateral for the period of time necessary
      to permit the registrant to register such securities for public sale under
      the
      Act, or under applicable state securities laws, even if each Pledgor would
      agree
      to do so.

    


    (e) Any
      cash held by the Administrative
      Agent as Pledged Collateral and all cash proceeds received by the Administrative
      Agent in respect of any sale of, collection from, or other realization upon
      all
      or any part of the Pledged Collateral shall be applied in the manner set forth
      in Section 8.2 of the Credit Agreement.

    


    
      
         

      

      
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    (f) Each
      Pledgor agrees that following the
      occurrence and during the continuation of an Event of Default it will not at
      any
      time plead, claim or take the benefit of any appraisal, valuation, stay,
      extension, moratorium or redemption law now or hereafter in force in order
      to
      prevent or delay the enforcement of this Pledge Agreement, or the absolute
      sale
      of the whole or any part of the Pledged Collateral or the possession thereof
      by
      any purchaser at any sale hereunder, and each Pledgor waives the benefit of
      all
      such laws to the extent it lawfully may do so.  Each Pledgor agrees
      that it will not interfere with any right, power and remedy of the
      Administrative Agent provided for in this Pledge Agreement or now or hereafter
      existing at law or in equity or by statute or otherwise, or the exercise or
      beginning of the exercise by the Administrative Agent of any one or more of
      such
      rights, powers, or remedies.  No failure or delay on the part of the
      Administrative Agent to exercise any such right, power or remedy and no notice
      or demand which may be given to or made upon any Pledgor by the Administrative
      Agent with respect to any such remedies shall operate as a waiver thereof,
      or
      limit or impair the Administrative Agent’s right to take any action or to
      exercise any power or remedy hereunder, without notice or demand, or prejudice
      its rights as against any Pledgor in any respect.  Except for gross
      negligence or willful misconduct, each Pledgor waives all claims, damages and
      demands against the Administrative Agent arising out of the repossession,
      retention or sale of the Pledged Collateral.

    


    11. Power
      Of
      Attorney.  Each Pledgor appoints the Administrative Agent, or
      any other Person whom the Administrative Agent may designate, as each Pledgor’s
      true and lawful attorney-in-fact, with, upon the occurrence of an Event of
      Default, power to endorse each  Pledgor’s name on any checks, notes,
      acceptances, money orders, drafts or other form of payment or security
      representing a portion of the Pledged Collateral that may come into the
      Administrative Agent’s possession and to do all things  necessary to
      carry out the terms of this Pledge Agreement.  Each Pledgor ratifies
      and approves all such acts of such attorney-in-fact.   Except
      gross negligence or willful misconduct, neither the Administrative Agent nor
      any
      other Person designated by the Administrative Agent as attorney-in-fact
      hereunder will be liable for any acts or omissions, nor for any errors of
      judgment or mistakes of fact or law.  This power, coupled with an
      interest, is irrevocable until the Termination Time.

    


    12. Administrative
      Agent’s Right To Take Action.  In the event that any Pledgor fails
      or refuses promptly to perform any of its obligations set forth herein, or
      otherwise fails or refuses to pay any amount necessary for the preservation
      and
      protection of the Pledged Collateral, the Administrative Agent shall have the
      right, without obligation, by notice to the Pledgors, to do all things it deems
      necessary or advisable to discharge the same and any sums paid by the
      Administrative Agent, or the cost thereof, including, without limitation,
      reasonable attorneys’ fees, shall be reimbursed by the Pledgors, to the
      Administrative Agent on demand and, until so reimbursed, shall bear interest
      at
      the default rate of interest set forth in the Credit Agreement and shall be
      additional Secured Obligations hereunder.

    


    
      
         

      

      
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    13. Expenses.  The
      Pledgors shall, jointly and severally, pay (i) all reasonable out-of-pocket
      costs, expenses, taxes and fees incurred by the Administrative Agent, including
      the reasonable fees, charges and disbursements of counsel for the Administrative
      Agent, in connection with the negotiation, preparation, execution and delivery
      of this Pledge Agreement and all certificates, opinions and other documents
      relating to these transactions, in all cases whether or not the transaction
      contemplated hereby shall be consummated; (ii) all costs, expenses, taxes and
      fees incurred by the Administrative Agent in connection with the perfection,
      registration, maintenance, administration, custody and preservation of the
      Pledged Collateral; and (iii) all costs, expenses, taxes and fees incurred
      by
      any of the Secured Parties in connection with or after the occurrence of any
      Event of Default, including, without limitation, in connection with (a) the
      negotiation, preparation, execution and delivery of any waiver, amendment or
      consent by the Secured Parties, (b) the negotiation of any restructuring or
      workout transaction, and the preparation, execution and delivery of any
      documents prepared in connection therewith, and (c) enforcement or foreclosure
      with respect to this Pledge Agreement, in all such cases such costs, expenses,
      taxes and fees shall include, without limitation, the reasonable disbursements
      and reasonable professional fees actually incurred of counsel to any Secured
      Party.  To the extent that any such fees and expenses are subject to
      value added taxes, such taxes will be paid by the Pledgors.  To the
      extent reimbursement is sought pursuant to this Section 13 or any
      other document executed pursuant hereto, the Secured Parties shall submit to
      the
      Pledgors a statement of expenses to be paid by the Pledgors.  Such
      expenses shall be due and payable within thirty (30) days of the date of the
      original statement to the extent that such Secured Party is entitled to such
      reimbursement.

     

    14. Indemnity.  The
      Pledgors,
      jointly and severally, will indemnify and hold harmless each of the Secured
      Parties and each of their respective employees, representatives, officers and
      directors from and against any and all claims, liabilities, investigations,
      losses, damages, actions, and demands by any party against the Secured Parties
      or any of them resulting from any breach or alleged breach by any Pledgor of
      any
      representation or warranty made hereunder, or otherwise arising out of this
      Pledge Agreement, unless, with respect to any of the above, any of the Secured
      Parties are finally judicially determined to have acted or failed to act with
      gross negligence or willful misconduct.  This Section 14 shall
      survive termination of this Pledge Agreement.

    


    15. Limitation
      On the Administrative Agent’s Duty In Respect Of Pledged Collateral. The
      Administrative Agent shall use reasonable care with respect to the Pledged
      Collateral in its possession or under its control. The powers conferred on
      the
      Administrative Agent hereunder are solely to protect its interest in the Pledged
      Collateral and shall not impose any duty upon it to exercise any such powers.
      Except for the safe custody of any Pledged Collateral in its possession and
      the
      accounting for moneys actually received by it hereunder, the Administrative
      Agent shall have no duty as to any Pledged Collateral or any income thereon,
      as
      to ascertaining or taking action with respect to calls, conversions, exchanges,
      maturities, tenders or other matters relative to any Pledged Collateral, whether
      or not the Administrative Agent, or any other Secured Party has or is deemed
      to
      have knowledge of such matters, or as to the taking of any necessary steps
      to
      preserve rights against any parties or any other rights pertaining to any
      Pledged Collateral.  The Administrative Agent shall be deemed to have
      exercised reasonable care in the custody and preservation of any Pledged
      Collateral in its possession if such Pledged Collateral is accorded treatment
      substantially equal to that which the Administrative Agent accords its own
      property.

    


    16. Security
      Interest Absolute.  All rights of the Administrative Agent and
      security interests hereunder, and all obligations of each Pledgor hereunder,
      shall be absolute and unconditional irrespective of:

    


    (a)  any
      lack of validity or enforceability of the Loan Documents;

    


    
      
         

      

      
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    (b) any
      change
      in the time, manner or place of payment of, or in any other term of, all or
      any
of the Secured Obligations, or any other amendment or waiver of or any consent
      to any departure from the Loan Documents including, without limitation, any
      increase in the Secured Obligations resulting from the extension of additional
      credit to any Pledgor or any of its Subsidiaries or otherwise;

    


    (c) any
      taking, exchange, release or non-perfection of any other collateral, or any
      taking, release or amendment or waiver of or consent to departure from any
      guaranty, for all or any of the Secured Obligations;

    


    (d) any
      manner
      of application of collateral, or proceeds thereof, to all or any of the Secured
      Obligations, or any manner of sale or other disposition of any collateral for
      all or any part of the Secured Obligations or any other assets of any Pledgor
      or
      any of its Subsidiaries;

    


    (e) any
      change, restructuring or termination of the corporate structure or existence
      of
      any Pledgor or any of its Subsidiaries; or

    


    (f) any
      other
      circumstance which might otherwise constitute a defense available to, or a
      discharge of, any Pledgor or a third party pledgor.

    


    17. Reinstatement.  This
      Pledge
      Agreement shall remain in full force and effect and continue to be effective
      should any petition be filed by or against any Pledgor for liquidation or
      reorganization, should any Pledgor become insolvent or make an assignment for
      the benefit of any creditor or creditors or should a receiver or trustee be
      appointed for all or any significant part of any Pledgor’s assets, and shall
      continue to be effective or be reinstated, as the case may be, if at any time
      payment and performance of the Secured Obligations, or any part thereof, is,
      pursuant to applicable law, rescinded or reduced in amount, or must otherwise
      be
      restored or returned by any obligee of the Secured Obligations, whether as
      a
“voidable preference,” “fraudulent conveyance,” “fraudulent transfer” or
      otherwise, all as though such payment or performance had not been
      made.  In the event that any payment, or any part thereof, is
      rescinded, reduced, restored or returned, the Secured Obligations shall be
      reinstated and deemed reduced only by such amount paid and not so rescinded,
      reduced, restored or returned.

    


    18. Successors
      And Assigns.  This Pledge Agreement and all obligations of each
      Pledgor hereunder shall be binding upon the successors and assigns of such
      Pledgor (including any debtor-in-possession on behalf of such Pledgor) and
      shall, together with the rights and remedies of the Administrative Agent, for
      the benefit of the Secured Parties, hereunder, inure to the benefit of the
      Administrative Agent, the other Secured Parties, all future holders of any
      instrument evidencing any of the Secured Obligations and their respective
      successors and assigns.  No sales of participations, other sales,
      assignments, transfers or other dispositions of any agreement governing or
      instrument evidencing the Secured Obligations or any portion thereof or interest
      therein shall in any manner affect the Lien granted to the Administrative Agent,
      for the benefit of the Secured Parties, hereunder.  No Pledgor may
      assign, sell, hypothecate or otherwise transfer any interest in or obligation
      under this Pledge Agreement.

    


    
      
         

      

      
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    19. Waivers;
      Amendment.

     

    (a)           
      No failure or delay by any Secured Party of any kind in exercising any power,
      right or remedy hereunder and no course of dealing between any Pledgor on the
      one hand and the administrative Agent or the holder of any Note on the other
      hand shall operate as a waiver thereof, nor shall any single or partial exercise
      of any such power, right or remedy hereunder or under any other Loan Document,
      or any abandonment or discontinuance of steps to enforce such a power, right
      or
      remedy, preclude any other or further exercise thereof or the exercise of any
      other power, right or remedy. The rights of the Secured Parties hereunder and
      of
      the Lenders under the other Loan Documents are cumulative and are not exclusive
      of any rights or remedies that they would otherwise have. No waiver of any
      provision of this Pledge Agreement or consent to any departure by any Pledgor
      therefrom shall in any event be effective unless the same shall be permitted
      by
      subsection (b) below, and then such waiver and consent shall be effective
      only in the specific instance and for the purpose for which given.  No
      notice or demand on any Pledgor in any case shall entitle such Pledgor to any
      other or further notice in similar or other circumstances.

     

    (b)           
      Neither this Pledge Agreement nor any provision hereof may be waived, amended
      or
      modified except pursuant to a written agreement entered into between the
      Pledgors with respect to which such waiver, amendment or modification relates
      and the Administrative Agent, with the prior written consent of the Required
      Lenders (except as otherwise provided in the Credit Agreement).

    


    20. Severability.   Any
      provision of this Pledge Agreement 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.

    


    21. Notices.  All
      notices,
      requests and other communications to the Pledgors or Administrative Agent
      hereunder shall be delivered in the manner required by the Credit Agreement
      and
      shall be sufficiently given to Administrative Agent or any Pledgor if addressed
      or delivered to them at, in the case of the Administrative Agent and Borrower,
      its addresses and telecopier numbers specified in the Credit Agreement and
      in
      the case of any other Pledgor, at their respective addresses and telecopier
      numbers provided in the Subsidiary Guaranty Agreement.  All such
      notices and communications shall be deemed to have been duly given at the times
      set forth in the Credit Agreement.

    


    22. Counterparts;
      Integration.  This Pledge
      Agreement may be executed by one or more of the parties to this Pledge 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 Pledge Agreement constitutes the entire agreement among the
      parties hereto regarding the subject matters hereof and supersedes all prior
      agreements and understandings, oral or written, regarding such subject
      matter.

    


    
      
         

      

      
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    23. Governing
      Law; Jurisdiction; Consent to Service of Process.

    


    (a)           
      This Pledge Agreement shall be construed in accordance with and be governed
      by
      the law of the State of New York.

     

    (b)           
      Each party to this Pledge Agreement hereby irrevocably and unconditionally
      submits, for itself and its property, to the non-exclusive jurisdiction of
      the
      United States courts located within the Southern district
      in the
      State of New York, and of any state court of the State of New York located
      in
      New York county and any appellate court from any thereof, in any action or
      proceeding arising out of or relating to this Pledge 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
      Pledge Agreement 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 Pledge Agreement against any Pledgor or its properties in
      the
      courts of any jurisdiction.

     

    (c)           
      Each party to this Pledge Agreement 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 and brought in any court referred to in paragraph (b) of this
      Section.  Each party 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 Pledge Agreement irrevocably consents to the service of
      process in the manner provided for notices in Section 10.1 of the Credit
      Agreement. Nothing in this Pledge Agreement will affect the right of the
      Administrative Agent or any Lender to serve process in any other manner
      permitted by law.

    


    24. 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 PLEDGE
      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
      (i) 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
      (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
      ENTER INTO THIS PLEDGE AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
      THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

    


    
      
         

      

      
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    25. Benefit
      of Secured Parties.  All Liens granted or contemplated hereby
      shall be for the benefit of the Secured Parties, and all proceeds or payments
      realized from Pledged Collateral in accordance herewith shall be applied to
      the
      Secured Obligations in accordance with Section 8.2 of the Credit
      Agreement.

    


    26. Termination
      of this Pledge Agreement.  No termination or cancellation
      (regardless of cause or procedure) of the Credit Agreement shall in any way
      affect or impair the powers, obligations, duties, rights and liabilities of
      the
      parties hereto in any way with respect to (i) any transaction or event occurring
      prior to such termination or cancellation, (ii) the Pledged Collateral, or
      (iii)
      any Pledgor’s undertakings, agreements, covenants, warranties and
      representations contained in this Pledge Agreement and all such undertakings,
      agreements, covenants, warranties and representations shall survive such
      termination or cancellation until the Termination Time.  Subject to
Section
      17  hereof, this Pledge Agreement and the security interests
      granted hereunder shall terminate at the Termination Time.  Upon such
      termination, Administrative Agent shall return all Pledged Collateral in its
      possession to the respective Pledgors and will, at the sole cost and expense
      of
      the Pledgors, execute such documents, without recourse or warranty, as Pledgors
      deem reasonably necessary to release any interests held by Administrative Agent
      or the Secured Parties in the Pledged Collateral.

    


    27. Additional
      Pledged Collateral.  In the event that the any Pledgor is required,
      under the terms of any Loan Document or otherwise, to pledge and hypothecate
      any
      Collateral after the Closing Date, such Pledgor shall pledge and hypothecate
      such Collateral, and be bound with respect to such Col­lateral by all of the
      terms and conditions hereof, by delivery to the Administrative Agent of an
      executed counter­part of a Supplement to Subsidiary Pledge Agreement in the
      form of Exhibit A
      attached hereto.

    


    28. Additional
      Pledgors.  Pursuant to
      Section 5.11 of the Credit Agreement, each Subsidiary that that is required
      to
      become a Subsidiary Loan Party after the date of the Credit Agreement is
      required to enter into this Agreement as a Pledgor upon becoming such a
      Subsidiary Loan Party.  Upon execution and delivery after the date
      hereof by the Administrative Agent and such Subsidiary of an instrument in
      the
      form of Exhibit
      B, such Subsidiary shall become a Pledgor hereunder with the same force
      and effect as if originally named as a Pledgor herein.  The execution
      and delivery of any instrument adding an additional Pledgor as a party to this
      Pledge Agreement shall not require the consent of any other Pledgor
      hereunder.  The rights and obligations of each Pledgor hereunder shall
      remain in full force and effect notwithstanding the addition of any new Pledgor
      as a party to this Pledge Agreement.

     

    


    [Signature
      Pages Follow]

     

     

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

     

    IN
      WITNESS
      WHEREOF, each Pledgor has caused this Pledge Agreement to be executed and
      delivered by its duly authorized officer as of the date first set forth
      above.

    


    
      
        	MAXIMUS,
                INC., a
                Virginia corporation
	 	 
	By:	
                 /s/
                  Richard A.
                  Montoni

              
	Name:	
                 Richard
                  A. Montoni

              
	Title:	
                 President
                  and CEO

              


      



    


     

    
      Acknowledged
        and Agreed to:

       

          SUNTRUST
        BANK,

          as
        Administrative Agent

       

          By:
/s/
        Linda L.
        Bergmann                          
 

          Name:  Linda
        L. Bergmann

          Title:    Vice
        President



    
 

     

    
      [SIGNATURE
        PAGE TO AMENDED AND RESTATED BORROWER PLEDGE
        AGREEMENT]