Exhibit 10.1


AMENDMENT NO. 2 TO
CREDIT AGREEMENT, LIMITED CONSENT AND AGREEMENT TO INCREASE COMMITMENTS


This Amendment No. 2 to Credit Agreement, Limited Consent and Agreement
to Increase Commitments (this “Amendment”) dated as of November 9, 2007, is made among ATS CORPORATION, a Delaware corporation
(the “Borrower”), BANK OF AMERICA,
N.A., a national banking association organized and existing under
the laws of the United States, in its capacity as administrative agent for the
Lenders (as defined in the Credit Agreement (as defined below)) (in such
capacity, the “Administrative Agent”), each of the Lenders signatory
hereto and each of the Guarantors signatory hereto.


W I T N E S S E T
H:


WHEREAS, the Borrower, the
Administrative Agent and the Lenders have entered into that certain Credit
Agreement dated as of June 4, 2007 (as amended by Amendment No. 1 to Credit
Agreement dated as of June 29, 2007 and as from time to time hereafter further
amended, restated, supplemented or otherwise modified, the “Credit Agreement”;
capitalized terms used in this Amendment not otherwise defined herein shall
have the definition given thereto in the Credit Agreement), pursuant to which
the Lenders have made available to the Borrower a revolving credit facility,
including a letter of credit subfacility; and


WHEREAS, each of the Guarantors has
entered into a Guaranty pursuant to which it has guaranteed the payment and
performance of the obligations of the Borrower under the Credit Agreement and
the other Loan Documents; and


WHEREAS, the Borrower is the owner
and holder of all of the issued and outstanding shares of ATS NSS Acquisition,
Inc., a Delaware corporation (the “Merger Sub”); and


WHEREAS, the Borrower desires to
acquire all of the outstanding Equity Interests of Number Six Software, Inc., a
Delaware corporation (“NSS”), by means of a merger of the Merger Sub
with and into NSS (such merger being referred to herein as the “NSS Merger”),
pursuant to that certain Agreement and Plan of Merger and Reorganization dated
as of October 12, 2007, among the Borrower, the Merger Sub, NSS, Blue Water
Venture Fund III, LLC, Bakke Enterprises L.L.C., the estate of Brian Lyons,
Dennis Leggett and Ralph Alexander, in his individual capacity and in his
capacity as the Stockholders’ Representative (as defined therein) (the “Merger
Agreement”); and


WHEREAS, pursuant to the Merger
Agreement, NSS will be the surviving corporation and the Merger Sub will be the
merged or disappearing corporation and shall cease to legally exist; and


WHEREAS, the Borrower, the
Guarantors, the Administrative Agent and the Lenders have previously entered
into that certain Limited Waiver dated as of October 12, 2007, pursuant to
which the Lenders temporarily waived the provisions of Section 7.07 of
the Credit Agreement to the extent necessary to permit the Borrower and the
Merger Sub to enter into the Merger Agreement;


 

















 


 


WHEREAS, in order to consummate the
transaction contemplated by the Merger Agreement, the Borrower has (i) advised
the Administrative Agent that it desires to amend the Credit Agreement to,
among other things, allow for certain seller indebtedness in connection with
Permitted Acquisitions and (ii) requested that the Lenders (A) increase their
respective Commitments from $12,500,000 to $25,000,000 pursuant to Section
2.14 of the Credit Agreement and (B) consent to the NSS Merger; and


WHEREAS, the Administrative Agent
and the Lenders are willing to so amend the Credit Agreement and the Lenders
are willing to so increase their respective Commitments and consent to the NSS
Merger on the terms and conditions contained in this Amendment;


NOW, THEREFORE, in consideration of the
premises and further valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:


1.                                       Amendment to Credit Agreement.  Subject to the terms and conditions set forth
herein, and in reliance upon the representations and warranties of the Borrower
made herein, the Credit Agreement is hereby amended as follows:


(a)                                  The following
new definitions are added to Section 1.01 of the Credit Agreement in the
proper alphabetical locations:


“Coverage Adjustment
Amount” means, with respect to any date occurring during each period set
forth below, an amount equal to the amount set forth below opposite such
period, but subject to adjustment pursuant to Section 6.10: 


	
  Period

  	
   

  	
  Coverage Adjustment Amount

  	
   

  
	
  October 1, 2007 through
  February 29, 2008

  	
   

  	
  $

  	
  8,250,000

  	
   

  
	
  March 1, 2008 through May
  31, 2008

  	
   

  	
  $

  	
  5,250,000

  	
   

  
	
  June 1, 2008 through
  August 31, 2008

  	
   

  	
  $

  	
  3,000,000

  	
   

  
	
  August 31, 2008 through
  November 30, 2008

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  December 1, 2008 and
  thereafter

  	
   

  	
  $

  	
  0

  	
   

  



 


“NSS”
means Number Six Software, Inc., a Delaware corporation.


 


“NSS Acquisition Date”
means November 9, 2007.


“NSS Adjustment Amount”
means, with respect to the computation of 
Consolidated EBITDA and Consolidated Cash Flow for the fiscal quarter
ending December 31, 2007, the respective amounts determined by (x) computing
the amount (whether positive or negative) that NSS operations contribute to
Consolidated EBITDA or Consolidated Cash Flow, as applicable, during the period
(the “NSS Inclusion Period”) from the NSS Acquisition Date through
December 31, 2007 and (y) multiplying the amount so determined in clause (x) by


 


 


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a fraction, the numerator of which is 90 and the denominator of which
is the number of days in the NSS Inclusion Period.


“NSS Merger” the
Borrower’s acquisition of all of the outstanding Equity Interests of NSS, by
means of a merger of ATS NSS Acquisition, Inc., a Delaware corporation, with
and into NSS, pursuant to the NSS Merger Agreement.


“NSS Merger Agreement”
means that certain Agreement and Plan of Merger and Reorganization dated as of
October 12, 2007, among the Borrower, the Merger Sub, Blue Water Venture Fund
III, LLC, Bakke Enterprises L.L.C., the estate of Brian Lyons, Dennis Leggett
and Ralph Alexander, in his individual capacity and in his capacity as the
Stockholders’ Representative (as defined therein).


“Subordinated Seller
Notes” means, collectively, the promissory notes issued to any holder of
Equity Interests in NSS in connection with the NSS Merger in an aggregate
principal amount not in excess of $5,500,000 and containing terms and
conditions satisfactory to the Administrative Agent, including, without
limitation, terms and conditions relating to interest payments, repayment of
principal and subordination of the Indebtedness evidenced thereby to the
Obligations.


(b)                                 The definition
of Consolidated EBITDA in Section 1.01 of the Credit Agreement is
amended by adding the following proviso at the end thereof:


“; provided, however, that, with respect to the fiscal
quarter ending December 31, 2007, (i) the reference to “the Borrower and its
Subsidiaries” shall not include NSS or any of its Subsidiaries or the portion
of Consolidated EBITDA attributable to NSS and its Subsidiaries and (ii)
Consolidated EBITDA (as calculated above) shall be increased by an amount equal
to the NSS Adjustment Amount.”


(c)                                  The definitions
of “Compliance Certificate”, “Consolidated Asset Coverage Ratio”, “Consolidated
Cash Flow” and “Consolidated Fixed Charges” in Section 1.01
of the Credit Agreement are hereby deleted in their entirety and the following
definitions are inserted in lieu thereof:


“Compliance Certificate”
means a certificate substantially in the form of Exhibit D-1 or D-2,
as applicable.


“Consolidated Asset
Coverage Ratio” means for any date of determination, the ratio of (a) the
sum of (i) gross billed and unbilled Accounts of the Borrower and its
Subsidiaries on a consolidated basis plus (ii) the Coverage Adjustment
Amount to (b) Total Outstandings.


“Consolidated Cash Flow”
means for any period, for the Borrower and its Subsidiaries, on a consolidated
basis, without duplication, (a) net income, after income tax, for such period
(b) less income or plus loss from discontinued


 


 


 


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operations and extraordinary items for such period, (c) plus
depreciation, depletion, amortization, impairment of goodwill, write-down of
intangibles, the amortization and expensing of non-cash stock based
compensation and other non-cash charges for such period which will not
represent a cash item in any future period, (d) plus interest expense on
all obligations for such period, (e) plus rental expense for such period
(f) minus dividends, withdrawals and other distributions for such
period, (g) minus any unfinanced capital expenditures for such period,
and (h) minus earn-out payments payable for such period; provided,
however, that, with respect to the fiscal quarter of Borrower ending
December 31, 2007, (i) the reference to “the Borrower and its Subsidiaries”
shall not include NSS or any of its Subsidiaries or the portion of Consolidated
Cash Flow attributable to NSS and its Subsidiaries and (ii) Consolidated Cash
Flow (as calculated above) shall be increased by an amount equal to the NSS
Adjustment Amount.


“Consolidated Fixed
Charges” means for any period, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of, without duplication, (a) interest expense for
such period, (b) all required payments of principal of Indebtedness for such
period (excluding any payments of principal with respect to any Loan), (c) the
current portion of capitalized lease obligations for such period, and (d)
rental expense for such period.


(d)                                 The definition
of “Applicable Rate” in Section 1.01 of the Credit Agreement is
hereby amended by deleting each reference to “Section 6.02(b)” and
inserting “Section 6.02(b)(i)” in lieu thereof.


(e)                                  The last
sentence of the definition of “Applicable Rate” in Section 1.01
of the Credit Agreement is deleted in its entirety and the following is
inserted in lieu thereof:


Notwithstanding the Coverage Adjustment Amount then in effect, if a
Coverage Adjustment Amount equal to $0 would result in the Borrower’s failure
to comply with Section 6.12(a) during the period for which the
Applicable Rate is being calculated, an additional 0.25% per annum shall be
added to the Applicable Rate (except in the case of the Unused Fee) for such
period.  The Applicable Rate in effect
from NSS Acquisition Date through the first Applicable Rate Change Date after
the fiscal quarter ending March 31, 2008 shall be determined based upon Pricing
Level 4, subject to the preceding sentence.


(f)                                    The reference
to “Sections 6.12(a), (b) and (c)” in subsections (a) and
(b) of Section 1.07 of the Credit Agreement is deleted and “Sections
6.12(a), (b), (c) and (d)” is inserted in lieu
thereof.


(g)                                 The following
subsection (c) is added to Section 1.07 of the Credit Agreement:


(c)           Annualization of Consolidated
EBITDA and Consolidated Cash Flow. 
Notwithstanding anything to the contrary in clause (a) above, when
calculating


 


 


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Consolidated
EBITDA and Consolidated Cash Flow, respectively, such calculation shall be
made:


(i)            with respect to the fiscal year of
Borrower ending December 31, 2007, by taking Consolidated EBITDA and
Consolidated Cash Flow, as applicable, for the fiscal quarter ending December
31, 2007 and multiplying by four;


(ii)           with respect to the fiscal quarter of
Borrower ending March 31, 2008, by taking Consolidated EBITDA and Consolidated
Cash Flow, as applicable, for the fiscal quarter ending March 31, 2008 and multiplying
by four;


(iii)          with respect to the fiscal quarter of
Borrower ending June 30, 2008, by taking Consolidated EBITDA and Consolidated
Cash Flow, as applicable, for the period of two fiscal quarters ending June 30,
2008 and multiplying by two; and


(iv)          with respect to the fiscal quarter of
Borrower ending September 30, 2008, by taking Consolidated EBITDA and
Consolidated Cash Flow, as applicable, for the period of three fiscal quarters
ending September 30, 2008 and multiplying by four-thirds (4/3).


(h)                                 The reference
in Section 6.01(b) of the Credit Agreement to “such consolidating
statements to be” is deleted and “such consolidated statements to be” is
inserted in lieu thereof.


(i)                                     Section 6.01(d) of the Credit
Agreement is deleted in its entirety and the following is inserted in lieu
thereof:


(d)           through December 31, 2008, as soon as available, but in
any event within 30 days after the end of each month and, after December 31,
2008, within 45 days after the end of each fiscal quarter of the Borrower, an
accounts receivable aging report and accounts payable aging report for the
Borrower and each Subsidiary;


(j)                                     The following
subsections are added to Section 6.01 of the Credit Agreement:


(e)           as soon as available, but in any event within 45 days
after the end of each fiscal quarter of the Borrower, a contract backlog report
for the Borrower and its Subsidiaries; and


(f)            as soon as available, but in any event within 45 days
after the end of the fiscal year of the Borrower ending December 31, 2007, (i)
a consolidated and consolidating balance sheet of Borrower and its Subsidiaries
as at the end of such fiscal year, and the related consolidated and
consolidating statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case the figures for each
fiscal quarter ending during such fiscal year, all in reasonable detail, such
consolidated statements to be certified by


 


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the chief executive officer, chief financial officer, treasurer or
controller of Borrower as fairly presenting the financial condition, results of
operations, shareholders’ equity and cash flows of Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments
and the absence of footnotes, and such consolidating statements to be certified
by the chief executive officer, chief financial officer, treasurer or
controller of Borrower to the effect that such statements are fairly stated in
all material respects when considered in relation to the consolidated financial
statements of the Borrower and its Subsidiaries, and (ii) a consolidated
balance sheet of NSS and its Subsidiaries for the period beginning on the date
that NSS becomes a Subsidiary through December 31, 2007, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such period, all in reasonable detail.


(k)                                  Section 6.02(b) of the Credit
Agreement is deleted in its entirety and the following is inserted in lieu
thereof:


(b)           concurrently with
the delivery of (i) the financial statements referred to in Sections 6.01(a)
and (b), a duly completed Compliance Certificate in the form attached
hereto as Exhibit D-1 and (ii) the reports referred to in Section
6.01(d) for each month through December 31, 2008, a duly completed
Compliance Certificate in the form attached hereto as Exhibit D-2, in
each case signed by the chief executive officer, chief financial officer,
treasurer or controller of Borrower;


(l)                                     The following
sentence is added to Section 6.10 of the Credit Agreement:


In addition to the foregoing, the Borrower agrees that Administrative
Agent may conduct field examinations with respect to ATS and its Subsidiaries
at a frequency determined by the initial field examination, which shall occur
no later than March 31, 2008. 
Notwithstanding anything provided herein to the contrary, Borrower also
agrees that the Required Lenders may, in their sole discretion, modify or
adjust (i) the Coverage Adjustment Amount, (ii) the frequency of field
examinations, and (iii) the type and frequency of any reporting required
hereunder, based on the results of any field examination.


(m)                               Section 6.12 of the Credit
Agreement is deleted in its entirety and the following is inserted in lieu
thereof:


6.12        Financial
Covenants.


(a)           Consolidated Asset Coverage Ratio.  Maintain a Consolidated Asset Coverage Ratio
of not less than (i) at all times prior to June 30, 2009, 1.00 to 1.00 and (ii)
at all times thereafter, 1.20 to 1.00.  This
ratio will be reported (i) from October 1, 2007 through December 31, 2008, at
the end of each month and (ii) from January 1, 2009 and thereafter, at the end
of each reporting period for which this Agreement requires the Borrower to
deliver financial statements.


 


 


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(b)           Consolidated Leverage Ratio.  Maintain at all times a Consolidated Leverage
Ratio not exceeding 3.50 to 1.00.  This
ratio will be reported at the end of each reporting period for which this
Agreement requires the Borrower to deliver financial statements (pursuant to Sections
6.01(a), 6.01(b) or 6.01(f), as applicable), using the
results of the twelve-month period ending with that reporting period (except as
otherwise provided in Section 1.07(c)).


(c)           Consolidated Fixed Charge Coverage
Ratio.  Maintain at all times a
Consolidated Fixed Charge Coverage Ratio of at least 1.20 to 1.00.  This ratio will be reported at the end of
each reporting period for which this Agreement requires the Borrower to deliver
financial statements (pursuant to Sections 6.01(a), 6.01(b) or 6.01(f),
as applicable), using the results of the twelve-month period ending with that
reporting period (except as otherwise provided in Section 1.07(c)).


(d)           Minimum Consolidated EBITDA.  Maintain Consolidated EBITDA for each fiscal
quarter set forth below in an amount not less than the amount set forth below
opposite such fiscal quarter:


	
  Fiscal Quarter

  	
   

  	
  Minimum Consolidated

  EBITDA

  	
   

  
	
  Fiscal quarter ending
  March 31, 2008

  	
   

  	
  $

  	
  3,200,000

  	
   

  
	
  Fiscal quarter ending June
  30, 2008

  	
   

  	
  $

  	
  3,750,000

  	
   

  
	
  Fiscal quarter ending
  September 30, 2008

  	
   

  	
  $

  	
  4,200,000

  	
   

  



 


(n)                                 Article VI of the Credit
Agreement is amended by adding the following section at the end thereof:


6.16        Interest Rate Protection.  At all times beginning on the NSS Acquisition
Date, maintain variable-to-fixed rate Swap Contracts having an aggregate
notional amount of at least $20,000,000, with terms and conditions satisfactory
to the Administrative Agent.


(o)                                 Section 7.03 of the Credit
Agreement is amended by adding the following subsection at the end thereof:


“(j)          unsecured Indebtedness evidenced by
the Subordinated Seller Notes.


(p)                                 The existing Exhibit
D to the Credit Agreement is deleted in its entirety and Exhibit D-1 and
Exhibit D-2 attached hereto are inserted in lieu thereof.


(q)                                 The following subsection (g) is added to
Section 7.05 of the Credit Agreement:


(g)           Dispositions
of accounts receivable by NSS to Avnet, Inc. pursuant to the terms of that
certain Partner Agreement, Agreement No. P41207035, between Avnet, Inc. and
NSS.


 


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(r)            The proviso at the end of Section
7.05 of the Credit Agreement is amended by deleting the reference to “clauses
(a) through (f)” and inserting “clauses (a) through (g)” in lieu thereof.


(s)                                  Article VII of
the Credit Agreement is amended by adding the following sections at the end
thereof:


7.13        Prepayments, Etc. of Indebtedness.  Prepay, redeem, purchase, defease or
otherwise satisfy prior to the scheduled maturity thereof in any manner, or
make any payment in violation of any subordination terms of, any Indebtedness
permitted by Section 7.03(j).


7.14        Amendment, Etc. of Indebtedness.  Amend, modify or otherwise change, or consent
or agree to any amendment, modification, waiver or other change to, any of the
terms of any agreement or instrument governing or evidencing any Indebtedness
permitted by Section 7.03(j) in any manner without the prior consent of
the Required Lenders.


2.                                       Increase in Commitments.  In accordance with Section 2.14 of the
Credit Agreement and in response to the Borrower’s request to increase the
Aggregate Commitments from $25,000,000 to $50,000,000, each of Bank of America,
N.A., as a Lender (“BOA”), and Citizens Bank of Pennsylvania, as a Lender
(“Citizens”), agrees to increase its Commitment by an amount equal to
$12,500,000, effective as of the date hereof. 
After giving effect to such increase, each of BOA’s and Citizens’s
Commitment as of the date hereof,  is
$25,000,000.


3.                                       Limited Consent.  Each
of the Lenders hereby consents, acknowledges and agrees to the NSS Merger upon
the terms set forth in the Merger Agreement and hereby confirms that the NSS
Merger shall be deemed a Permitted Acquisition under the Credit Agreement.


4.                                       Effectiveness; Conditions Precedent.  The amendments herein provided shall be
effective upon the satisfaction of the following conditions precedent:


(a)                                  The
Administrative Agent shall have received each of the following documents or
instruments in form and substance acceptable to the Administrative Agent:


(i)                                     one or more
counterparts of this Amendment, duly executed by the Borrower and each
Guarantor;


(ii)                                  a certificate
of each Loan Party dated as of the date hereof signed by a Responsible Officer
of such Loan Party (i) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to the Increase, and (ii) in the case of the
Borrower, certifying that, before and after giving effect to the increases
provided herein, (A) the representations and warranties contained in Article
V of the Credit Agreement and the other Loan Documents are true and correct
on and as of the Increase Effective Date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they are true


 


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and correct as of such
earlier date, and except that the representations and warranties contained in
subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01 of the Credit Agreement and (B)
no Default exists;


(iii)                               fully-executed
copies of the Merger Agreement, the Subordinated Seller Notes executed in
connection with the NSS Merger and the other documents and agreements entered
into in connection with the NSS Merger;


(iv)                              consolidated
opening balance sheet of the Borrower and its Subsidiaries after giving effect
to the NSS Merger;


(v)                                 quarterly financial
forecasts of the Borrower and its Subsidiaries, on a consolidated and
consolidating basis, prepared by management of the Borrower including balance
sheets and related statements of income or operations, shareholders’ equity and
cash flows for each fiscal quarter ending in 2009 and 2010, in each case
certified by the chief financial officer of the Borrower;


(vi)                              a certificate
of a Responsible Officer of each Loan Party either (i) attaching copies of all
consents, licenses and approvals required in connection with the consummation
by such Loan Party of the NSS Merger and the execution, delivery and
performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (ii) stating that no such consents,
licenses or approvals are so required;


(vii)                           evidence
satisfactory to the Administrative Agent, that contemporaneously with and
immediately upon the effectiveness of this Amendment, the NSS Merger will have
been consummated in accordance with the terms of the NSS Merger Agreement


(viii)                        a certificate
of a Responsible Officer of the Borrower attaching copies of all consents,
licenses and approvals required in connection with the consummation by NSS and
its Subsidiaries of the NSS Merger, which such consents, licenses and approvals
shall be in full force and effect;


(ix)                                completed
requests for information, dated on or before the date hereof, listing all
effective financing statements filed in the jurisdictions satisfactory to the
Administrative Agent that name NSS or any of its Subsidiaries as debtor,
together with copies of such other financing statements


(x)                                   evidence
satisfactory to the Administrative Agent, that any Indebtedness (other than
Indebtedness permitted by Section 7.03 of the Credit 


9

















 


 


                Agreement) of NSS and its
Subsidiaries has been or concurrently with the date hereof is being terminated
and all Liens securing such Indebtedness have been or concurrently with the
date hereof are being released; and


(xi)                                such other
documents, instruments, opinions, certifications, undertakings, further
assurances and other matters as the Administrative Agent shall reasonably
request.


(b)                                 All upfront
fees due to the Lenders, together with all other fees and expenses payable to
the Administrative Agent (including the fees and expenses of counsel to the
Administrative Agent) estimated to date shall have been paid in full (without
prejudice to final settling of accounts for such fees and expenses).


5.                                       Effectiveness; Conditions Subsequent.  The continued effectiveness of the amendments
herein provided shall be subject to the satisfaction of the following
conditions subsequent:


(a)                                  The
Administrative Agent shall have received (i) within five (5) Business Days
following the date hereof, all documents and instruments required by Section
6.13 and (ii) within five (5) Business Days following the date hereof or
such longer period as the Administrative Agent may permit, all landlord waivers
requested by the Administrative Agent pursuant to Section 6.15 of the
Credit Agreement, in each case with respect to NSS and any of its Subsidiaries,
in form and substance satisfactory to the Administrative Agent.


(b)                                 Within 120 days
following the date hereof, all Deposit Accounts (as defined in the Security
Agreement) of NSS or any of its Subsidiaries shall be maintained with Bank of
America, N.A.


6.                                       Consent of the Guarantors.  Notwithstanding that such consent is not required
by the Loan Documents, each of the Guarantors hereby consents, acknowledges and
agrees to the amendments set forth herein and hereby confirms and ratifies in
all respects the Loan Documents to which such Person is a party (including
without limitation the continuation of such Person’s payment and performance
obligations and the effectiveness and priority of any Liens granted thereunder,
in each case upon and after the effectiveness of this Amendment and the
amendments contemplated hereby) and the enforceability of such Loan Documents
against such Person in accordance with its terms.


7.                                       Representations and Warranties.  In order to induce the Administrative Agent
and the Lenders to enter into this Amendment, the Borrower represents and
warrants to the  Administrative Agent and
such Lenders as follows:


(a)                                  The
representations and warranties made by it in Article V of the Credit
Agreement, and by each Loan Party in each of the Loan Documents to which such
Loan Party is a party are true and correct on and as of the date hereof, except
to the extent that such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties are true and
correct as of such earlier date;


 


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(b)                                 Since the date
of the most recent financial reports of the Borrower delivered pursuant to Section
6.01 of the Credit Agreement, no act, event, condition or circumstance has
occurred or arisen which, singly or in the aggregate with one or more other acts,
events, occurrences or conditions (whenever occurring or arising), has had or
could reasonably be expected to have a Material Adverse Effect;


(c)                                  The Persons
appearing as Guarantors on the signature pages to this Agreement constitute all
Persons who are required to be Guarantors pursuant to the terms of the Credit
Agreement and the other Loan Documents, including without limitation all
Persons who became Subsidiaries or were otherwise required to become Guarantors
after the Closing Date, and each of such Persons has become and remains a party
to a Guaranty as a Guarantor;


(d)                                 This Amendment
has been duly authorized, executed and delivered by the Borrower and the
Guarantors and constitutes a legal, valid and binding obligation of such
Persons, except as may be limited by general principles of equity or by the
effect of any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors’ rights generally;


(e)                                  Contemporaneously
with and immediately upon the effectiveness of this Amendment, the NSS Merger
will have been consummated strictly in accordance with the terms of the Merger
Agreement, without any waiver or amendment not consented to by the Lenders of
any term, provision or condition set forth therein and in compliance with
applicable law and regulatory approvals; and


(f)                                    No Default or
Event of Default has occurred and is continuing.


8.                                       Entire Agreement.  This Amendment, together with all the Loan
Documents (collectively, the “Relevant Documents”), sets forth the
entire understanding and agreement of the parties hereto in relation to the
subject matter hereof and supersedes any prior negotiations and agreements
among the parties relating to such subject matter.  No promise, condition, representation or
warranty, express or implied, not set forth in the Relevant Documents shall
bind any party hereto, and no such party has relied on any such promise,
condition, representation or warranty. 
Each of the parties hereto acknowledges that, except as otherwise
expressly stated in the Relevant Documents, no representations, warranties or
commitments, express or implied, have been made by any party to the other in
relation to the subject matter hereof or thereof.  None of the terms or conditions of this
Amendment may be changed, modified, waived or canceled orally or otherwise,
except in writing and in accordance with Section 10.01 of the Credit
Agreement.


9.                                       Full Force and Effect of Agreement.  Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are
hereby confirmed and ratified in all respects and shall be and remain in full
force and effect according to their respective terms.


 


 


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10.                                 Counterparts.  This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.  Delivery of an
executed counterpart of a signature page of this Amendment by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.


11.                                 Governing Law; Jurisdiction, Etc.  This Amendment shall in all respects be
governed by, and construed in accordance with, the laws of the Commonwealth of
Virginia, and shall be further subject to the provisions of Section 10.13
of the Credit Agreement.


12.                                 Enforceability.  Should any one or more of the provisions of
this Amendment be determined to be illegal or unenforceable as to one or more
of the parties hereto, all other provisions nevertheless shall remain effective
and binding on the parties hereto.


13.                                 References.  All references in any of the Loan Documents
to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby.


14.                                 Successors and Assigns.  This Amendment shall be binding upon and
inure to the benefit of the Borrower, each Guarantor, the Administrative Agent
and each Lender, and their respective successors and assignees to the extent
such assignees are permitted assignees as provided in Section 10.06 of
the Credit Agreement.


 


[Signature pages follow.]


 


 


 


12

















 


 


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


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward H. Bersoff

  
	
   

  	
  Name:

  	
  Edward H. Bersoff

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  



 


 


 


 


13

















 


	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne M. Zeschke

  
	
   

  	
  Name:

  	
  Anne M. Zeschke

  
	
   

  	
  Title:

  	
  Assistant Vice President

  



 


 


 


 


14

















 


 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael D. Brannan

  
	
   

  	
  Name:

  	
  Michael D. Brannan

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CITIZENS BANK OF PENNSYLVANIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Owen B. Burman

  
	
   

  	
  Name:

  	
  Owen B. Burman

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


 


15

















 


 


 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ADVANCED TECHNOLOGY SYSTEMS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela A. Little

  
	
   

  	
  Name:

  	
  Pamela A. Little

  
	
   

  	
  Title:

  	
  Senior Vice President and
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  RELIABLE INTEGRATION SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela A. Little

  
	
   

  	
  Name:

  	
  Pamela A. Little

  
	
   

  	
  Title:

  	
  Senior Vice President and
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  APPIX, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela A. Little

  
	
   

  	
  Name:

  	
  Pamela A. Little

  
	
   

  	
  Title:

  	
  Senior Vice President and
  CFO

  
	
   

  	
   

  	
   

  
	
   

  	
  POTOMAC MANAGEMENT GROUP, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Pamela A. Little

  
	
   

  	
  Name:

  	
  Pamela A. Little

  
	
   

  	
  Title:

  	
  Senior Vice President and
  CFO

  
				



 


 


 


16
















Exhibit D-1


 


FORM OF COMPLIANCE CERTIFICATE


Financial Statement
Date: 
                   
      ,             


To:          Bank of America, N.A., as Administrative Agent


Ladies and Gentlemen:


Reference is made to that certain Credit Agreement, dated as of June 4,
2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms defined therein
being used herein as therein defined), among ATS Corporation, a Delaware
corporation (“Borrower”), the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.


The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the                                                          
of Borrower, and that, as such, he/she is authorized to execute and deliver
this Certificate to Agent on the behalf of Borrower, and that:


[Use
following paragraph 1 for fiscal year-end financial statements]


1.             Attached hereto as Schedule
1 are the year-end audited financial statements required by Section
6.01(a) of the Agreement for the fiscal year of Borrower ended as of the
above date, together with the report and opinion of an independent certified
public accountant required by such section.


[Use
following paragraph 1 for fiscal quarter-end financial statements]


1.             Attached hereto as Schedule
1 are the unaudited financial statements required by Section 6.01(b)
of the Agreement for the fiscal quarter of Borrower ended as of the above date.  Such financial statements fairly present the
financial condition, results of operations and cash flows of Borrower and its
Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.


2.             The undersigned has
reviewed and is familiar with the terms of the Agreement and has made, or has
caused to be made under his/her supervision, a detailed review of the
transactions and condition (financial or otherwise) of Borrower during the
accounting period covered by the attached financial statements.


3.             A review of the
activities of Borrower during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such
fiscal period Borrower performed and observed all its Obligations under the
Loan Documents, and


 





















 


 


[select
one:]


[to the best knowledge of
the undersigned during such fiscal period, Borrower performed and observed each
covenant and condition of the Loan Documents applicable to it, and no Default
has occurred and is continuing.]


—or—


[the following covenants or
conditions have not been performed or observed and the following is a list of
each such Default and its nature and status:]


4.             The representations
and warranties of Borrower contained in Article V of the Agreement,
and/or any representations and warranties of Borrower or any other Loan Party
that are contained in any document furnished at any time under or in connection
with the Loan Documents, are true and correct on and as of the date hereof,
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of such
earlier date, and except that for purposes of this Compliance Certificate, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01 of the Agreement, including the statements in connection with which
this Compliance Certificate is delivered.


5.             The financial
covenant analyses and information set forth on Schedules 2 attached
hereto are true and accurate on and as of the date of this Certificate.


IN WITNESS WHEREOF, the undersigned has
executed this Certificate as of                                 ,
             .


	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 





















 


 


For the Quarter/Year ended                       (“Statement
Date”)


 


SCHEDULE
2 

to the Compliance Certificate 

($ in 000’s)


 


	
  I.

  	
  Section
  6.12(a) — Consolidated Asset Coverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Accounts
  of the Borrower and its Subsidiaries on a consolidated basis:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Coverage
  Adjustment Amount:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Total
  Outstandings:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Consolidated
  Asset Coverage Ratio ((Line I.A + Line I.B)  ̧Line I.C):

  	
   

  	
   

  	
  to
  1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Consolidated
  Asset Coverage Ratio without the Coverage Adjustment Amount (Line I.A ̧Line I.C):(1)

  	
   

  	
   

  	
  to
  1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum Required Consolidated Asset Coverage Ratio (prior
  to June 30, 2009):

  	
   

  	
  1.0
  to 1.0

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum Required Consolidated Asset Coverage Ratio
  (thereafter):

  	
   

  	
  1.2
  to 1.0

  



 


	
  II.

  	
  Section
  6.12(b) — Consolidated Leverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated
  Total Funded Debt

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  all
  outstanding liabilities for borrowed money plus other interest-bearing
  liabilities, including current and long-term liabilities:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  =
  Consolidated Total Funded Debt:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated
  EBITDA(2)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  net
  income:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  minus income or plus
  loss from discontinued operations and extraordinary items:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  plus income
  taxes:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  plus interest
  expense:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  







(1)                                  This
calculation is only for purposes of determining whether the additional 0.25%
per annum shall be added to the Applicable Rate pursuant to the definition of
Applicable Rate set forth in Section 1.01 of the Agreement.


(2)                                  With respect to each fiscal quarter of the
Borrower ending December 31, 2007 through September 30, 2008, Consolidated
EBITDA shall be calculated on a calendar year-to-date annualized basis in
accordance with Section 1.07(c) of the Credit Agreement.

















 


 


 


 


	
   

  	
   

  	
  5.

  	
  plus
  depreciation, depletion, amortization and other non-cash charges:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [6.

  	
  plus the NSS
  Adjustment Amount:(3)

  	
   

  	
  $

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [6][7].

  	
  =
  Consolidated EBITDA:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated
  Leverage Ratio (Line II.A.2  ̧ Line II.B.[6][7]):

  	
   

  	
   

  	
  to
  1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Maximum Allowed Consolidated Leverage Ratio:

  	
   

  	
  3.5
  to 1.0

  
									



 


	
  III.

  	
  Section
  6.12(c) — Consolidated Fixed Charge Coverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated
  Cash Flow(4)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  net
  income, after income tax:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  minus income or plus
  loss from discontinued operations and extraordinary items:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  plus
  depreciation, depletion, amortization and other non-cash charges:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  plus interest
  expense:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  plus rental
  expense:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  minus dividends,
  withdrawals and other distributions:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  minus any
  unfinanced capital expenditures:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  minus earn-out
  payments:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [9.

  	
  plus the NSS Adjustment Amount:(5)

  	
   

  	
  $

  	
  ]

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [9][10].= Consolidated Cash Flow:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated
  Fixed Charges

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  interest
  expense:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  plus all required
  payments of principal of Indebtedness for such period (excluding any payments
  of principal with respect to any Loan):

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  plus the current
  portion of capitalized lease obligations:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  plus rental
  expense:

  	
   

  	
   

  







(3)                                  To be included in the calculation for the
fiscal quarter of Borrower ending December 31, 2007.


(4)                                  With respect to each fiscal quarter of
the Borrower ending December 31, 2007 through September 30, 2008, Consolidated
Cash Flow shall be calculated on a calendar year-to-date annualized basis in accordance
with Section 1.07(c) of the Credit Agreement.


(5)                                  To be included in the calculation for the
fiscal quarter of Borrower ending December 31, 2007.


 

















 


 


	
   

  	
   

  	
  5.

  	
  =
  Consolidated Fixed Charges:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Consolidated
  Fixed Charge Coverage Ratio (Line III.A.[9][10]
   ̧ Line III.B.5):

  	
   

  	
   

  	
  to
  1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Minimum Required Consolidated Fixed Charge Coverage Ratio:

  	
   

  	
  1.2
  to 1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV.

  	
  Section
  6.12(d) — Minimum Consolidated EBITDA.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Consolidated
  EBITDA:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  net
  income:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  minus income or plus
  loss from discontinued operations and extraordinary items:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  plus income
  taxes:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  plus interest
  expense:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  plus
  depreciation, depletion, amortization and other non-cash charges:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  =
  Consolidated EBITDA:

  	
   

  	
  $

  



 


Minimum Required Consolidated EBITDA:


 


	
  Fiscal Quarter

  	
   

  	
  Minimum Consolidated

  EBITDA

  	
   

  
	
  Fiscal quarter ending March 31, 2008

  	
   

  	
  $

  	
  3,200,000

  	
   

  
	
  Fiscal quarter ending June
  30, 2008

  	
   

  	
  $

  	
  3,750,000

  	
   

  
	
  Fiscal quarter ending
  September 30, 2008

  	
   

  	
  $

  	
  4,500,000

  	
   

  



 


 
















Exhibit D-2


 


FORM OF
COMPLIANCE CERTIFICATE


Month Ending:                     
      ,             


To:          Bank of America, N.A., as Administrative Agent


Ladies and Gentlemen:


Reference is made to that certain Credit Agreement, dated as of June 4,
2007 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms defined therein
being used herein as therein defined), among ATS Corporation, a Delaware
corporation (“Borrower”), the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender.


The undersigned Responsible Officer hereby certifies as of the date
hereof that he/she is the                                                          
of Borrower, and that, as such, he/she is authorized to execute and deliver
this Certificate to Agent on the behalf of Borrower, and that:


1.             Attached hereto as Schedule
1 are the accounts receivable aging report and accounts payable aging
report required by Section 6.01(d) of the Agreement for the month ended
as of the above date.


2.             The undersigned has
reviewed and is familiar with the terms of the Agreement and has made, or has
caused to be made under his/her supervision, a detailed review of the transactions
and condition (financial or otherwise) of Borrower during the month covered by
the attached reports.


3.             A review of the
activities of Borrower during such month has been made under the supervision of
the undersigned with a view to determining whether during such month Borrower
performed and observed all its Obligations under the Loan Documents, and


[select
one:]


[to the best knowledge of
the undersigned during such month, Borrower performed and observed each
covenant and condition of the Loan Documents applicable to it, and no Default
has occurred and is continuing.]


—or—


[the following covenants or
conditions have not been performed or observed and the following is a list of
each such Default and its nature and status:]


4.             The representations
and warranties of Borrower contained in Article V of the Agreement,
and/or any representations and warranties of Borrower or any other Loan Party
that

















are
contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct on and as of the date hereof, except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct as of such earlier date,
and except that for purposes of this Compliance Certificate, the
representations and warranties contained in subsections (a) and (b) of Section
5.05 of the Agreement shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01 of the Agreement.


5.             The financial
covenant analysis and information set forth on Schedule 2 attached
hereto is true and accurate on and as of the date of this Certificate.


IN WITNESS WHEREOF, the undersigned has
executed this Certificate as of                                 ,
             .


	
   

  	
  ATS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















For the Quarter/Year ended                       (“Statement
Date”)


SCHEDULE 2 

to the Compliance Certificate 

($ in 000’s)


	
  I.

  	
  Section
  6.12(a) — Consolidated Asset Coverage Ratio.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  A.

  	
  Accounts
  of the Borrower and its Subsidiaries on a consolidated basis:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Coverage
  Adjustment Amount:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Total
  Outstandings:

  	
   

  	
  $

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Consolidated
  Asset Coverage Ratio ((Line I.A + Line I.B)  ̧Line I.C):

  	
   

  	
   

  	
  to
  1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  E.

  	
  Consolidated
  Asset Coverage Ratio without the Coverage Adjustment Amount (Line I.A ̧Line I.C):(6)

  	
   

  	
   

  	
  to
  1.0

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Minimum Required Consolidated Asset Coverage Ratio (prior
  to June 30, 2009):

  	
   

  	
  1.0
  to 1.0

  







(6)                                  This calculation is only for purposes of
determining whether the additional 0.25% per annum shall be added to the
Applicable Rate pursuant to the definition of Applicable Rate set forth in Section
1.01 of the Agreement.