Exhibit 10.3




---



##### 



Table of Contents
 ARTICLE I Definitions
    
    
    1SECTION 1.01. Defined Terms
    
    
    1SECTION 1.02. Classification of Loans and Borrowings
    
    
    15SECTION 1.03. Terms Generally
    
    
    15SECTION 1.04. Accounting Terms; GAAP
    
    
    16SECTION 1.05. Status of Obligations
    
    
    16ARTICLE II The Credits
    
    
    17SECTION 2.01. Commitments
    
    
    17SECTION 2.02. Loans and Borrowings
    
    
    17SECTION 2.03. Requests for Borrowings
    
    
    17SECTION 2.04. Funding of Borrowings
    
    
    18SECTION 2.05. Termination and Reduction of Commitments
    
    
    18SECTION 2.06. Repayment of Loans; Evidence of Debt
    
    
    18SECTION 2.07. Prepayment of Loans
    
    
    19SECTION 2.08. Fees
    
    
    19SECTION 2.09. Interest
    
    
    20SECTION 2.10. Increased Costs
    
    
    20SECTION 2.11. Taxes
    
    
    21SECTION 2.12. Payments Generally; Pro Rata Treatment; Sharing of Set-offs
    
    
    24SECTION 2.13. Mitigation Obligations
    
    
    24SECTION 2.14. Defaulting Lenders
    
    
    25SECTION 2.15. Grant of Security Interest; Collateral
    
    
    25ARTICLE III Representations and Warranties
    
    
    25SECTION 3.01. Existence, Qualification and Power; Compliance with Laws
    
    
    25SECTION 3.02. Binding Effect
    
    
    26SECTION 3.03. Authorization; No Contravention
    
    
    26SECTION 3.04. Governmental Authorization; Other Consents
    
    
    26SECTION 3.05. Taxes
    
    
    26SECTION 3.06. No Default
    
    
    26SECTION 3.07. Financial Statements; No Material Adverse Effect
    
    
    26SECTION 3.08. Security Interest
    
    
    27SECTION 3.09. Ownership of Assets
    
    
    27SECTION 3.10. No Other Business
    
    
    27SECTION 3.11. Insurance
    
    
    27SECTION 3.12. Disclosure
    
    
    27SECTION 3.13. Subsidiaries; Equity Interests
    
    
    28SECTION 3.14. No Dividend Restrictions
    
    
    28SECTION 3.15. Litigation
    
    
    28SECTION 3.16. Solvency
    
    
    28SECTION 3.17. Margin Regulations; Investment Company Act; USA PATRIOT Act
    
    
    28SECTION 3.18. ERISA Compliance
    
    
    29SECTION 3.19. Environmental Compliance
    
    
    29
 ii




---



##### 



Table of Contents
 ARTICLE IV Conditions
    
    
    29SECTION 4.01. Effective Date
    
    
    29SECTION 4.02. Each Borrowing
    
    
    31ARTICLE V Affirmative Covenants
    
    
    31SECTION 5.01. Financial Statements
    
    
    31SECTION 5.02. Compliance Certificate
    
    
    33SECTION 5.03. Notices
    
    
    33SECTION 5.04. Compliance with Laws
    
    
    33SECTION 5.05. Preservation of Existence, Etc.
    
    
    33SECTION 5.06. Compliance with Environmental Laws
    
    
    34SECTION 5.07. Maintenance of Properties; Ownership of Subsidiaries
    
    
    34SECTION 5.08. Maintenance of Insurance
    
    
    34SECTION 5.09. Use of Proceeds
    
    
    34SECTION 5.10. Payment of Obligations
    
    
    35SECTION 5.11. Cooperation
    
    
    35SECTION 5.12. Books and Records
    
    
    35SECTION 5.13. Loan Documents; Material Documents
    
    
    35SECTION 5.14. Inspection Rights
    
    
    35SECTION 5.15. Reports Accurate
    
    
    36ARTICLE VI Negative Covenants
    
    
    36SECTION 6.01. Liens
    
    
    36SECTION 6.02. Dispositions
    
    
    37SECTION 6.03. Restricted Payments
    
    
    37SECTION 6.04. Investments
    
    
    38SECTION 6.05. Fundamental Changes
    
    
    38SECTION 6.06. Nature of Business
    
    
    38SECTION 6.07. Transactions with Affiliates
    
    
    39SECTION 6.08. Accounting Changes
    
    
    39SECTION 6.09. Restrictive Agreements
    
    
    39SECTION 6.10. Abandonment
    
    
    39SECTION 6.11. Preservation of Rights
    
    
    39SECTION 6.12. Deviation from Business Plan
    
    
    39ARTICLE VII Events of Default
    
    
    39ARTICLE VIII The Administrative Agent
    
    
    43ARTICLE IX Miscellaneous
    
    
    45SECTION 9.01. Notices
    
    
    45SECTION 9.02. Waivers; Amendments
    
    
    46
 iii




---



##### 



SECTION 9.03. Expenses; Indemnity; Damage Waiver
    
    
    47SECTION 9.04. Successors and Assigns
    
    
    48SECTION 9.05. Survival
    
    
    50SECTION 9.06. Counterparts; Integration; Effectiveness
    
    
    50SECTION 9.07. Severability
    
    
    50SECTION 9.08. Right of Setoff
    
    
    50SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
    
    
    50SECTION 9.10. WAIVER OF JURY TRIAL
    
    
    51SECTION 9.11. Headings
    
    
    51SECTION 9.12. Confidentiality
    
    
    51SECTION 9.13. Intentionally Omitted
    
    
    52SECTION 9.14. USA PATRIOT Act
    
    
    52SECTION 9.15. Interest Rate Limitation
    
    
    52SECTION 9.16. No Advisory or Fiduciary Responsibility
    
    
    52
 SCHEDULES
        EXHIBITS




---



##### 



Agreement
    Defined Terms
 Administration Fee
 Administrative Agent
 Administrative Questionnaire
 Affiliate
 Annual Projections Section 5.01(e)
 Applicable Percentage provided Section 2.14 provided Section 2.14 provided Section 2.14
 Applicable Rate




---



##### 



Approved Fund
 Assignment and Assumption Section
9.04 Exhibit A
 Authorized Officer
 Available Revolving Commitment minus
 Availability Period
 Bankruptcy Event
 Board
 Borrower
 Borrowing
 Borrowing Request Section 2.03
 Business Day
 Business Plan Section 5.01(d)
 Capital Lease Obligations
 2




---



##### 



Change in Control
     Change in Law Section 2.10(b) provided however
 Class
 Code
 Collateral Section 2.15(a)
 Commitment Schedule 2.01
 3




---



##### 



Contractual Obligation
 Control
 Credit Exposure plus
 Credit Party
 Current Quarter Section 5.01(d)
 Current Year Section 5.01(e)
 Default
 Defaulting Lender clause (i) provided clause (c)
 Disposition Dispose
 Dollars $
 Effective Date Section
4.01 Section 9.02
 4




---



##### 



Environmental Laws
 Environmental Liability
 Environmental Permit
 Equity Interests
 ERISA
 ERISA Affiliate
 ERISA Event
 5




---



##### 



Event of Default Article VII
 Excess Cash Flow over
 Excluded Taxes
   Section 2.13(b) Section 2.11(f) 2.11(a)
 Exit Fee
 Exit Fee Percentage
 If such payment in full occurs priorto the indicated anniversary of theClosing Date:
    
    Exit Fee PercentageFirst
    
    
    2.5
    %Second
    
    
    5.0
    %Third
    
    
    7.5
    %Fourth or thereafter
    
    
    10.0
    %
 FATCA
 6




---



##### 



Federal Funds Effective Rate
 Financial Officer
 GAAP
 Governmental Authority
 Guarantee guarantor primary
obligor provided
 Hazardous Materials
 Indebtedness
 7




---



##### 



Indemnified Taxes
 Intercompany Loans
 Interest Payment Date
 Investment
 IRS
 Lenders Schedule 2.01
 Lien
 Loan Documents Section 2.06(e) Section 4.01
 8




---



##### 



Loans
 Material Adverse Effect
 Material Communications
 Material Contract Exhibit E
 Material Indebtedness
 Material Notices
 Moodys
 Multiemployer Plan
 Net Participation Proceeds
 Non-U.S Lender
 Obligations
 Other Connection Taxes
 9




---



##### 



Other Taxes Section 2.13(b))
 Parent
 Participant Section 9.04
 Participant Register Section
9.04(c)
 PBGC
 Permitted Expenses Section 5.01(e)
 Permitted Investments
    10




---



##### 



clause (a)
  Permitted Securitization
   Person
 Plan
 Pledge Agreements Pledge Agreement
 Prior Quarter Section 5.01(d)
 Prior Year Section 5.01(e)
 Projections
 11




---



##### 



Quarterly Projections Section
5.01(d)
 Receivables
 Recipient
 Register Section 9.04
 Regulatory Approval
 Related Parties
 Required Lenders Sections 2.14(b) 9.02(f)
 Restricted Payment
 Revolving Commitment Section 2.05 Section 9.04
 Revolving Credit Exposure
 Revolving Lender
 Revolving Loan Section 2.01
 Revolving Maturity Date
 RFA Facility inter alia
 12




---



##### 



RFA Guaranty
 RFA Participation
 S&P
 Sale and Leaseback Transaction
 SEC
 Securitization Entity
 Solvent
 Subordinated Indebtedness
 Subordinated Indebtedness Documents
 subsidiary parent
 13




---



##### 



Subsidiary
 Taxes Tax
 Tempus Guaranty
 Term Lender
 Term Loan Commitment
 Term Loans
 Textron Facility
 Tranche A Term Loan Commitment Schedule 2.01
 Tranche A Term Loan Maturity Date
 Tranche A Term Loans Section 2.01
 Tranche A Term Lender
 Tranche B Term Loan Commitment Schedule 2.01
 14




---



##### 



Tranche B Term Loan Maturity Date
 Tranche B Term Loans Section 2.01
 Tranche B Term Lender
 Transactions
 U.S. Person
 U.S. Tax Certificate Section
2.11(f)(ii)(D)(2)
 UCC
 Unused Fee
 Voting Stock
 Withdrawal Liability
 Withholding Agent
 Classification of Loans and Borrowings e.g.
 Terms Generally
 15




---



##### 



Accounting Terms; GAAP provided ASC
 Status of Obligations
 16




---



##### 



The Credits
 Commitments Section 2.07
 Loans and Borrowings provided Section 2.06
  Requests for Borrowings Section 2.02
   17




---



##### 



Section 2.04
  Funding of Borrowings provided Sections 2.01(b) (c)
 Termination and Reduction of Commitments
 Repayment of Loans; Evidence of Debt
   paragraph (b) (c) prima facie provided
 Section
9.04
 18




---



##### 



Prepayment of Loans Section 2.07 Section 2.09
    Fees
     Section 5.01(j)
 19




---



##### 



Interest
 plus
 provided paragraph (b)
  Increased Costs
     20




---



##### 



paragraph (a) (b)
 provided provided further
 Taxes Withholding of Taxes; Gross-Up
 Payment of Other Taxes by the Borrower
 Evidence of Payments
 Indemnification by the Borrower Section 2.11(d) Section 2.11(d)
 Indemnification by the Lenders
 21




---



##### 



Section 2.11(e)
 Status of Lenders Section 2.11(f)(ii) (A) (E) Section
2.11(f)
     Exhibit C
 22




---



##### 



clauses (A) (B) (C) (D) (F) paragraph (f)(ii) provided however
  Section 2.11(f)(iii)
 Treatment of Certain Refunds Section 2.11 Section 2.11 Section 2.11(g) Section 2.11(g) Section 2.11(g)
 23




---



##### 



Payments Generally; Pro Rata Treatment; Sharing of Set-offs
 Section 2.10 2.11
 provided
 Mitigation Obligations Section 2.10 Section 2.11 Section 2.10 2.11
 24




---



##### 



Defaulting Lenders Section 9.02 provided Section 2.14
 Grant of Security Interest; Collateral
 Collateral
    Representations and Warranties
  Existence, Qualification and Power; Compliance with Laws
 25




---



##### 



clauses (c) (e)
 Binding Effect
 Authorization; No Contravention Section 6.01 clause (c)
 Governmental Authorization; Other Consents
 Taxes
 No Default
 Financial Statements; No Material Adverse Effect Section 5.01
 26




---



##### 



Security Interest
 Ownership of Assets Section
6.01 Section 6.01
 No Other Business
 Insurance Section 5.08
 Disclosure
 27




---



##### 



provided
 Subsidiaries; Equity Interests Schedule 3.13 Section 6.01
 Schedule 3.13
 No Dividend Restrictions Schedule 3.14
 Litigation
 Solvency
 Margin Regulations; Investment Company Act; USA PATRIOT Act
    28




---



##### 



Anti-Terrorism Order USA
PATRIOT Act
 ERISA Compliance
  Environmental Compliance
       Conditions
 Effective Date Section 9.02
 29




---



##### 



Section 5.01(c)
 Exhibit D
 paragraphs (a) (b) Section 4.02
    30




---



##### 



Each Borrowing
   paragraphs (a) (b)
  Affirmative Covenants
  Financial Statements
   31




---



##### 



Business Plan
 Prior Year Current
Year Annual Projections
    Exhibit F
 Exhibit
F
 32




---



##### 



Compliance Certificate Section
5.01(a) Section 5.01(b) Section
6.11 Section 5.01(a) Section 5.01(a) Section 6.11
 Notices clauses (a) (d)
      Section 5.03
 33




---



##### 



Compliance with Laws
   Preservation of Existence, Etc.
   Compliance with Environmental Laws
 Maintenance of Properties; Ownership of Subsidiaries
   34




---



##### 



Maintenance of Insurance
 Use of Proceeds
 Payment of Obligations
 Cooperation
 Books and Records
 Loan Documents; Material Documents
    Inspection Rights
 35




---



##### 



Reports Accurate
  Negative Covenants
  Liens
  Schedule 6.01
     36




---



##### 



Article VII(g) (h)
      Dispositions
  Schedule 6.02
   Restricted Payments
  37




---



##### 



Investments
   provided
    Schedule 6.04
 provided
 inter alia provided
 clauses (a) (i)
 Fundamental Changes
 Nature of Business
    38




---



##### 



Transactions with Affiliates
 Accounting Changes
 Restrictive Agreements Section 6.01 provided Schedule
6.08
 Abandonment
 Preservation of Rights
 Deviation from Business Plan
  Events of Default
 Events of Default
  39




---



##### 



clause (a)
  Section 5.03 5.05 5.09 Article VI
 clause (a) (b) (d)
  provided clause (g)
   40




---



##### 



clause (h)
       Section 5.01
   clause (h) (i)
 41




---



##### 



clause (h) (i)
    42




---



##### 



The Administrative Agent
   43




---



##### 



Section
9.02 Section 9.02 Article IV
    44




---



##### 



Section
9.03
    Miscellaneous
 Notices paragraph
(b)
 (i) if to the Borrower:
    
    Tempus Acquisition, LLC10615 Park Run DriveLas Vegas, NV 89144Attn: General CounselTelephone: (702) 823-7550Telecopy: (702) 765-8615with a copy to:
    
    Katten Muchin Rosenman LLP525 West Monroe Street, Suite 1900Chicago, IL 60661Attn: Ann Marie Sink (337444/12)Telephone: (312) 902-5233Telecopy: (312) 577-8907(ii) if to the Administrative Agent:
    
    Guggenheim Corporate Funding, LLC135 East 57th StreetNew York, New York 10022Attention: Kaitlin TrinhTelephone: 212-651-0840E-mail:Kaitlin.Trinh@guggenheimpartners.com
 45




---



##### 



provided Article II provided
  Waivers; Amendments paragraph (b)
 provided Section
2.07(b) Section 2.12(b) (d) provided further
 46




---



##### 



Expenses; Indemnity; Damage Waiver
 Indemnitee provided
 47




---



##### 



Section 9.03(b)
 paragraph (a) (b) provided
   Successors and Assigns paragraph (c)
 provided provided further
 Sections 2.10 2.11 9.03
 48




---



##### 



Section 9.04 paragraph (f)
 Register
 paragraph (b) provided
 Participant provided Participant
Register provided
 provided
 49




---



##### 



Survival Sections 2.10 2.11 9.03 Article VIII
 Counterparts; Integration; Effectiveness Section 4.01
 Severability
 Right of Setoff
 Governing Law; Jurisdiction; Consent to Service of Process
 50




---



##### 



paragraph (b)
 Section 9.01
 WAIVER OF JURY TRIAL
 Headings
 Confidentiality
 51




---



##### 



provided
 Intentionally Omitted
 USA PATRIOT Act
 Interest Rate Limitation Charges Maximum Rate
 No Advisory or Fiduciary Responsibility
 52




---



##### 



[ ]
 53




---



##### 



TEMPUS ACQUISITION, LLC, as the BorrowerBy:
    /s/ Yanna HuangName:
    Yanna HuangTitle:
    Treasurer Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



GUGGENHEIM CORPORATE FUNDING, 
LLC, as Administrative AgentBy:
    /s/ William HagnerName:
    William HagnerTitle:
    Senior Managing Director Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



MIDLAND NATIONAL LIFE INSURANCECOMPANY, as a LenderBy: Guggenheim Partners Asset Management,LLC, as agentBy:
    
    /s/ Michael DamasoName: Michael Damaso
Title: Senior Managing Director
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



NORTH AMERICAN COMPANY FOR LIFEAND HEALTH INSURANCE, as a LenderBy: Guggenheim Partners Asset Management,LLC, as agentBy:
    
    /s/ Michael DamasoName: Michael DamasoTitle: Senior Managing Director
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



GUGGENHEIM LIFE AND ANNUITYCOMPANY, as a LenderBy: Guggenheim Partners Asset Management,LLC, as agentBy:
    
    /s/ Michael DamasoName: Michael DamasoTitle: Senior Managing Director
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



SECURITY BENEFIT LIFE INSURANCECOMPANY, as a LenderBy: Guggenheim Partners Asset Management,LLC, as agentBy:
    
    /s/ Michael DamasoName: Michael DamasoTitle: Senior Managing Director
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



WAKE FOREST UNIVERSITY, as a LenderBy: Guggenheim Partners Asset Management,LLC, as agentBy:
    
    /s/ Michael DamasoName: Michael DamasoTitle: Senior Managing Director
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



ORPHEUS HOLDINGS LLC, as a LenderBy: Guggenheim Partners Asset Management,LLC, as agentBy:
    
    /s/ Michael DamasoName: Michael DamasoTitle: Senior Managing Director
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



NZC GUGGENHEIM FUND LLC, as a LenderBy: Guggenheim Partners Asset Management,LLC, as agentBy:
    
    /s/ Michael DamasoName: Michael DamasoTitle: Senior Managing Director
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



SILVER ROCK FINANCIAL LLC, as a LenderBy:
    
    /s/ Ralph FinermanName: Ralph FinermanTitle: Manager
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



BDIF LLC, as a LenderBy:
    
    /s/ Ralph FinermanName: Ralph FinermanTitle: Manager
 Signature Page to
Credit Agreement
(Tempus Acquisition, LLC)




---



##### 



TRANCHE A
    
    TRANCHE BREVOLVING
    
    TERM LOAN
    
    TERM LOANLENDER
    
    COMMITMENT
    
    COMMITMENT
    
    COMMITMENTMidland National Life
Insurance Company
    
    $
    2,200,000
    
    
    $
    917,553.10
    
    
    $
    3,466,008.55North American Company for
Life and Health Insurance
    
    $
    1,100,000
    
    
    $
    573,470.69
    
    
    $
    2,166,255.34Guggenheim Life and Annuity
Company
    
    $
    1,100,000
    
    
    $
    286,735.34
    
    
    $
    1,083,127.67Security Benefit Life
Insurance Company
    
    $
    1,100,000
    
    
    $
    286,735.34
    
    
    $
    1,083,127.67Wake Forest University
    
    $
    0
    
    
    $
    28,673.53
    
    
    $
    108,312.77Orpheus Holdings LLC
    
    $
    0
    
    
    $
    2,093,168.00
    
    
    $
    7,906,832.00NZC Guggenheim Fund LLC
    
    $
    0
    
    
    $
    2,093,168.00
    
    
    $
    7,906,832.00Silver Rock Financial LLC
    
    $
    0
    
    
    $
    586,104.96
    
    
    $
    2,213,980.63BDIF LLC
    
    $
    0
    
    
    $
    586,104.96
    
    
    $
    2,213,980.63AGGREGATE COMMITMENTS
    
    $
    5,500,000.00
    
    
    $
    7,451,713.91
    
    
    $
    28,148,457.26




---



##### 








---



##### 



SCHEDULE 3.13




---



##### 



SCHEDULE 3.14
 DIVIDEND RESTRICTIONS




---



##### 



SCHEDULE 6.01
 LIENS




---



##### 



SCHEDULE 6.02
 DISPOSITIONS




---



##### 








---



##### 



Schedule 6.09
 Restrictive Agreements




---



##### 



Assignment Assumption Insert name of Assignor Assignor Insert name of Assignee Assignee Credit Agreement
 clause (i) clauses
(i) (ii) Assigned Interest
 1. Assignor:2. Assignee:3. Borrower(s):4. Administrative Agent:
    
    Guggenheim Corporate Funding, LLC, as the administrative agent under the Credit Agreement5. Credit Agreement:
    
    The Credit Agreement dated as of June 30, 2011 among Tempus
Acquisition, LLC, the Lenders parties thereto, Guggenheim Corporate
Funding, LLC, as Administrative Agent, and the other agents parties
thereto




---



##### 



6. Assigned Interest:
 Aggregate Amount of
    
    
    Amount of
    
    
    Percentage AssignedCommitment/Loans for all
    
    
    Commitment/
    
    
    ofFacility Assigned 1
    
    Lenders
    
    
    Loans Assigned
    
    
    Commitment/Loans2$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %$
    
    
    
    $
    
    
    
    
    %
 
  assignor[name of assignor]By:Title:ASSIGNEE
[NAME OF ASSIGNEE]By:Title: 
 1
    
    Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being assigned
under this Assignment (e.g., Revolving Commitment, Tranche A Term Loan Commitment, Tranche B Term
Loan Commitment, etc.).2
    
    Set forth, so at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.




---



##### 



By:Name:Title:[Consented to:TEMPUS ACQUISITION, LLCBy:Name:Title: ]1
 
 1
    
    To be added only if the consent of the Borrower is required by the terms of the
Credit Agreement.




---



##### 



Representations and Warranties
 Assignor
 Assignee Section 5.01
 Payments
 General Provisions




---



##### 








---



##### 



REVOLVING LOAN NOTE
  Borrower Lender
  provided
 Credit Agreement




---



##### 



TEMPUS ACQUISITION, LLCBy:Name:Title:




---



##### 



Amount ofPrincipal
    
    
    UnpaidAmount of
    
    
    
    
    
    
    Paid or
    
    
    Principal
    
    
    NotationDate
    
    Loan
    
    
    Interest Rate
    
    
    Prepaid
    
    
    Balance
    
    
    Made By




---



##### 



[TRANCHE A][TRANCHE B] TERM LOAN NOTE
  Borrower Lender 4
  provided
 Credit Agreement
  
 4
    
    For Tranche A Term Loans enter the fifth anniversary of the Effective Date and for
Tranche B Term Loans enter the fourth anniversary of the Effective Date.




---



##### 



TEMPUS ACQUISITION, LLCBy:Name:Title:




---



##### 



Amount ofPrincipal
    
    
    UnpaidAmount of
    
    
    
    
    
    
    Paid or
    
    
    Principal
    
    
    NotationDate
    
    Loan
    
    
    Interest Rate
    
    
    Prepaid
    
    
    Balance
    
    
    Made By




---



##### 



Credit Agreement Borrower Administrative
Agent
 Section 2.11
   [NAME OF LENDER]By:Name:Title:




---



##### 



Credit Agreement Borrower Administrative
Agent
 Section 2.11
   [NAME OF LENDER]By:Name:Title:




---



##### 



Credit Agreement Borrower Administrative
Agent
 Section 2.11 Section 881(c)(3)(A)
   [NAME OF LENDER]By:Name:Title:




---



##### 



Credit Agreement Borrower Administrative
Agent
 Section 2.11
   [NAME OF PARTICIPANT]By:Name:Title:




---



##### 



EXHIBIT D
  TEMPUS ACQUISITION, LLC
 CREDIT FACILITIES
  1
 A. LOAN DOCUMENTS
 1.
    
    Credit Agreement (the Credit Agreement) by and among Tempus Acquisition, LLC, a
Delaware limited liability company (the Borrower), the institutions from time to
time parties thereto as Lenders (the Lenders) and Guggenheim Corporate Funding,
LLC, in its capacity as Administrative Agent for itself and the other Lenders (the
Administrative Agent), evidencing a revolving credit facility to the Borrower from
the Lenders in an initial aggregate principal amount of $5,500,000 and term loan facilities
to the Borrower from the Lenders in an initial aggregate principal amount of $36,500,000.
  Schedule 2.01
    
    -
    
    CommitmentsSchedule 3.14
    
    -
    
    Dividend RestrictionsSchedule 6.01
    
    -
    
    LiensSchedule 6.02
    
    -
    
    DispositionsSchedule 6.03
    
    -
    
    InvestmentsSchedule 6.08
    
    -
    
    Restriction Agreements
  Exhibit A
    
    -
    
    Form of Assignment and AssumptionExhibit B-1
    
    -
    
    Form of Revolving Loan NoteExhibit B-2
    
    -
    
    Form of Term Loan NoteExhibit C-1
    
    -
    
    Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Not Partnerships)Exhibit C-2
    
    -
    
    Form of U.S. Tax Certificate (Non-U.S. Lenders That Are Partnerships)
 
 1
    
    Each capitalized term used herein and not defined herein shall have the meaning
assigned to such term in the above-defined Credit Agreement. Items appearing in boldand italics
shall be prepared and/or provided by the Borrower and/or Borrowers counsel.




---



##### 



Exhibit C-3
    
    -
    
    Form of U.S. Tax Certificate (Non-U.S. Participants That Are Not Partnerships)Exhibit C-4
    
    -
    
    Form of U.S. Tax Certificate (Non-U.S. Participants That Are Partnerships)Exhibit D
    
    -
    
    List of Closing DocumentsExhibit E
    
    -
    
    Material Contracts
 2.
    
    Notes executed by the Borrower in favor of each of the Lenders, if any, which has
requested a note pursuant to Section 2.06(e) of the Credit Agreement.
 B. CORPORATE DOCUMENTS
 3.
    
    Certificate of the Secretary or an Assistant Secretary of the Borrower in his or her
capacity as such officer certifying (i) that there have been no changes in the Certificate of
Incorporation or other charter document of the Borrower, as attached thereto and as certified
as of a recent date by the Secretary of State (or analogous governmental entity) of the
Commonwealth of Pennsylvania, since the date of the certification thereof by such governmental
entity, (ii) the By-Laws, as attached thereto, of the Borrower as in effect on the date of
such certification, (iii) resolutions of the Board of Directors of the Borrower authorizing
the execution, delivery and performance of each Loan Document, and (iv) the names and true
signatures of the incumbent officers of the Borrower authorized to sign the Loan Documents and
authorized to request a Borrowing under the Credit Agreement.4.
    
    Certificate of good standing for the Borrower from the Secretary of State of the State of
Delaware.
 C. OPINION
 5.
    
    Opinion of Katten Muchin Rosenman LLP, counsel for the Borrower.
 D. CLOSING CERTIFICATES AND MISCELLANEOUS
 6.
    
    A Certificate signed by the President, a Vice President or a Financial Officer of the
Borrower in his or her capacity as such officer certifying the following: (i) all of the
representations and warranties of the Borrower set forth in the Credit Agreement are true and
correct and (ii) no Default or Event of Default has occurred and is then continuing.7.
    
    True and correct executed copies (which may be in .pdf format) of (i) Payoff documentation
providing evidence satisfactory to the Administrative Agent that the Borrowers current credit
facility has been terminated and cancelled (along with all of the agreements, documents and
instruments delivered in connection therewith) and all




---



##### 



Indebtedness owing thereunder has been repaid or is being repaid with the proceeds of indebtedness
under the Agreement and any and all liens thereunder have been or are simultaneously being
terminated and (ii) the acquisition documentation (including the Plan of Reorganization, Disclosure
Schedule and all exhibits, schedules, appendices and attachments
thereto, each, in form and
substance satisfactory to the Administrative Agent.




---



##### 



Exhibit E
 Material Contracts
         2




---



##### 



Material Vendor Contracts
 9.
    
    Alliance Quality Service, Inc.  cleaning services at resort10.
    
    AON Risk Services Inc.  Insurance11.
    
    Cigna  Health and dental insurance12.
    
    Dade Paper Company  Paper and cleaning supplies13.
    
    Interactive Intelligence Inc.  Phone system maintenance14.
    
    International Golf Maintenance Inc.  Golf course maintenance15.
    
    John Hancock USA  401(k) contributions16.
    
    Patsy Heffner, Tax Collector  Taxes17.
    
    Progress Energy Florida Inc.  Utilities18.
    
    Rosen Vista, Inc.  Marketing location rent19.
    
    Sand Lake West Business Park Inc  Carrier and SLW rents20.
    
    Sea World of Florida, Inc.  Attraction tickets21.
    
    Toho Water Authority  Reclaimed water22.
    
    Universal Orlando  Attraction tickets23.
    
    Universal Orlando Resort  Marketing location rent24.
    
    Walt Disney Attractions Inc.  Attraction tickets
 3




---



#####