Schedule of Policies and Payments



 Exhibit 4.7 
  
 Schedule of Policies and Payments 
  
 Paid Loss Payments Plan 
  
 Effective from 06/30/2003 to 06/30/2004 
 Annexed to the PAYMENT AGREEMENT 
 effective on 6/30/2000 
 by and between us, 
 National Union Fire Insurance Company of Pittsburgh, Pa.

  
 On behalf of itself and all its affiliates including, but
not limited to: 
  
 American Home Assurance Company

 The Insurance Company of the State of Pennsylvania 
 National Union Fire Insurance Company of Pittsburgh, Pa. 
 Commerce and Industry Insurance Company

 Birmingham Fire Insurance Company 
 Illinois National Insurance Company 
 American International South Insurance Company 

AIU Insurance Company 
 American
International Pacific Insurance Company 
 Granite State Insurance Company 
 Landmark Insurance Company 
 National Union Fire Insurance Company of Louisiana

 New Hampshire Insurance Company 
 and You, our Client 
  
 ONESOURCE HOLDINGS, INC 
 1600 PARKWOOD CIR SE # 400 
 ATLANTA GA 30339-2119 
  
 on behalf of You and all Your subsidiaries or affiliates except those listed below: 
  
 For our use only: 168512 
  


					
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 List of Addressees for Notices and Other Purposes 
  
 Your Address: 
  
 Contact Name: Bruce Maynes 
 Company Name: ONESOURCE HOLDINGS, INC 
 Street: 1600 PARKWOOD
CIR SE # 400 
 City: ATLANTA             State:
GA         Zip: 30339-2119         Phone: (770) 308-2250 
  
 Your Representative: 
  
 Contact Name: Eugene Callaghan 
 Company Name: MURPHY
& JORDAN INC 
 Street: ONE SEAPORT PLAZA 
 City: NEW YORK        State: NY             Zip:
10038                 Phone: (212) 699-8950 
  
 Our Account Executive: 
  
 Contact Name: Phil Stafford 
 Company Name: American
International Group 
 Street: 1200 Abemathy Rd., N.E. Building 600, 8th floor 
 City: Atlanta                 State: GA             Zip:
30328                Phone: 770-671-2000 
  
 Our Law Representative: 
  
 Contact Name: Virginia Doty 
 Company Name: American
International Group 
 Street: 175 Water Street 18th Floor 
 City: New York             State: NY             Zip:
10038                Phone: 212-458-7015 
  
 Remit Payments to: 
  
 Contact Name: 
 Company Name: American International Companies

 Street: PO Box 10472 
 City:
Newark                 State: NJ             Zip:
07193                Phone: 
  
 Remit Collateral to: 
  
 Contact Name: Attn: Mr, Art Stillwell 
 Company Name: American International Group Inc. 
 Street: P.O.Box 923 Wall Street Station 
 City: New
York             State: NY             Zip:
10268            Phone: 212-770-0896 
  
 Contact Name: 
 Company Name: 
 Street: 
 City:                                State:   
                 Zip:                      
  Phone: 
  
 Contact Name: 
 Company Name: 
 Street: 
 City:                                State:    
                Zip:                       
 Phone: 
  


					
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	A.	Policies and Other Agreements 

  
 Workers Compensation and Employers Liability Insurance 
  
 WC 5211764, WC 5211765, WC 5211766, WC 5211767, WC 5211768, WC 5211769. 
  
 Commercial General Liability Insurance 
  
 GL 4805833. 
  
 Automobile Liability Insurance 
  
 CA 6612387, CA 6612388, CA 6612389, CA 6612390. 
  
 Other Insurance 
  
 Other Agreements (Describe) 
  
 (1) Agreement and Parental Guarantee with Carlisle Holdings Limited, for $15,500,000, shown in Section C. Security Plan- Collateral-other. (2) Comercial
Auto policy, # 148-080313 and a Comercial General Liabilty policy. # 05-069258, for Puerto Rico, issued by AIICO of Puerto Rico. In consideration of premiums paid, premises and the mutual convenants contained herein, the parties hereto do mutually
agree as follows: OneSources’ retained limits are $500,000 for each policy, all claims will be handled by SRS, and OneSources Payment Obligtions shall include but are not limited to the Deductible Loss Reimbursements, any amount that we may
have paid on your behalf because of any occurrence, accident, offense claim or suit with respect to which you are a self insured or losses paid under these policies subject to the retained limits. 
  

	B.	Payment Plan: 

  

	 	1.	Cash Deposit, Installments and Estimated Deferred Amounts 

  

																		
	 Payment No.

	  	Due Date

	  	 Provision for
Expenses
And Excess
 Losses(1)

	  	Special
Taxes and
Surcharges

	  	Annual
Credit
Fee

	  	Provision for
Limited
Losses(2)

	  	Your
Estimated
Payment
Obligation


	 1
	  	06/30/2003	  	$	4,022,256	  	$	238,108	  	$	0	  	$	0	  	$	4,260,364
	 2
	  	09/15/2003	  	$	2,142,130	  	$	0	  	$	0	  	$	0	  	$	2,142,130
	 3
	  	11/15/2003	  	$	2,142,130	  	$	0	  	$	0	  	$	0	  	$	2,142,130
	 	  	 	  	
	
	  	
	
	  	
	
	  	
	
	  	
	

	 Subtotals
	  	$	8,306,516	  	$	238,108	  	$	0	  	$	0	  	$	8,544,624
	 	  	 	  	
	
	  	
	
	  	
	
	  	
	
	  	
	

	 DLP*
	  	 	N/A	  	 	N/A	  	 	N/A	  	$	24,313,000	  	$	24,313,000
	 DEP*
	  	$	0	  	$	0	  	$	0	  	 	N/A	  	$	0
	 	  	 	  	
	
	  	
	
	  	
	
	  	
	
	  	
	

	 Totals
	  	$	8,306,516	  	$	238,108	  	$	0	  	$	24,313,000	  	$	32,857,624
	 	  	 	  	
	
	  	
	
	  	
	
	  	
	
	  	
	


  
 DLP means “Deferred Loss
Provision”. This is the estimated amount You must pay us as “Regular Loss Payments” and “Sizeable Loss Payments” described below. 
  
 DEP means “Deferred Expense Provision”. This is an estimated amount that You must pay us as follows: 
  

					
	 Date

	  	 Type

	  	Amount


	 N/A
	  	N/A	  	N/A



					
	Notes	  	(1)	 	“Provision for Expenses and Excess Losses” is a part of the Premium.
	 	  	(2)	 	“Provision for Limited Losses” includes provision for Loss within Your Retention (both Deductible and Loss Limit) and Your share of ALAE. Any “Deposit”
in this column is the Claims Payment Deposit. Refer to definitions in the Payment Agreement.

  

	 	2.	Adjustments 

  
 The sums shown above are only estimated amounts. If Your Payment Obligation changes under the terms of the Policies, we will promptly notify
You as such changes become known to us. All additional or return amounts relating thereto shall be payable in accordance with the terms of the Payment Agreement. 
  


					
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	 	3.	Additional Payments 

  
 On a Monthly basis, we will report to You the amounts of Loss and ALAE that we have paid under the Policies. You
must subsequently pay us as described below. 
  
 Regular
Loss Payments: Regular Loss Payments apply in addition to the amounts shown with Due Dates in Section B above. 
  
 We will bill You or withdraw funds from the Automatic Withdrawal Account (whichever Billing Method applies as shown below) at the periodic
intervals stated above for the amounts of Loss within Your Retention and Your share of ALAE that we will have paid under the Policies, less all amounts You will have paid us to date as such Regular Loss
Payments and the Sizable Loss Payments described below. 
  
 Sizable Loss Payments: If we must make payment for any Loss within Your Retention and Your share of ALAE arising out of a single accident, occurrence, offense, claim or suit that in combination exceeds the
Sizable Loss Payment Amount of $0. You must pay us the amount of that payment of Loss within 10 days after You receive our bill. 
  
 Billing Method: 
  
 x  Billing to 
  
  ̈  You at Your address shown in the Schedule, or 
  
 x  Your Representative at its address shown in the Schedule; or 
  
  ̈  Automatic Withdrawal from the account described below. 
  
 If Automatic Withdrawal Account applies: Minimum Amount: 
  
 Name of Depository Institution: Chase Manhattan Bank, New York, NY 
  
 Address: 
  
 aba No.: 021000021 
  
 Account Number: 323160387 
  

	 	4.	Conversion 

  
 The Conversion Date for each Policy described in section A above shall be the date months after the inception of such Policy. 
  
 On or shortly after the Conversion Date upon the presentation of our
invoice. You must pay in cash the entire unpaid amount of Your Payment Obligation for such Policies. 
  

	C.	Security Plan 

  

	 	1.	Collateral 

  

				
	 Collateral on Hand (by Type)

	  	Amount of Collateral


	 Bonds
	  	$	28,250.000
	 Escrow
	  	$	250,000
	 LOCs
	  	$	52,836,000
	 Others
	  	$	15,500,000
	 	  	
	

	 Total Collateral on Hand
	  	$	96,836,000
	 	  	
	


  

						
	 Additional Collateral Required (by Type)

	  	Amount of Collateral

	  	 Due Date


	N/A	  	 	N/A	  	 
	 Total Additional Collateral Required
	  	$	0	  	 
	 Total Collateral Required
	  	$	96,836,000	  	 

  


					
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	 	2.	Financial Covenants, Tests, or Minimum Credit Ratings 

  
 We may require additional collateral from You in the event of the following: 
  
 a. Credit Trigger: 
  

	 	i.	If the credit rating of the entity named below and for the type of debt described below, promulgated by Standard & Poor’s Corporation (“S&P”) or by
Moody’s Investors Services, Inc. (“Moody’s”), drops below the grade shown respectively under S&P or Moody’s, or 

  

	 	ii.	if S&P or Moody’s withdraws any such rating. 

  
 We may require and You must deliver such additional collateral according to the Payment Agreement up to an amount such that our unsecured exposure
will not exceed the amount shown as the Maximum Unsecured Exposure next to such rating in the grid below. 
  
 “Unsecured exposure” is the difference between the total unpaid amount of Your Payment Obligation (including any similar obligation
incurred before the inception of the Payment Agreement and including any portion of Your Payment Obligation that has been deferred and is not yet due) and the total amount of Your collateral that we hold. 
  
 Name of Entity: Type of Debt Rated: 
  
 Ratings at Effective Date 
  

					
	 S&P

	  	 Moody’s

	  	 Unsecured Exposure at Effective Date


	 	  	 	  	 

  
 Potential Future
Ratings 
  

					
	 S&P

	  	 Moody’s

	  	 Maximum Unsecured Exposure


	AA-	  	Aa3	  	 
	A-	  	A3	  	 
	BBB	  	Baa2	  	 
	BB	  	Ba2	  	 

  
 b. Other Financial
Tests or Covenants: 
  
 AIG will recalculate the security
required at 12/31/03, any increases in security will require you to deliver additional security at that time. 
  

	 	3.	Adjustment of Credit Fee 

  
 If the amount of unsecured exposure is changed because of Your delivery of additional collateral to us due to the requirements under item 2 above,
the Credit Fee shall be adjusted on a pro-rata basis from the date of such delivery. 
  
 SIGNATURES 
  
 IN WITNESS WHEREOF, You and we have caused
this Schedule to be executed by the duly authorized representatives of each. 
  

							
	For us, National Union Fire Insurance Company of Pittsburgh Pa., on behalf of itself and all its affiliates, this 29th day of July, 2003	  	 For You: ONESOURCE HOLDINGS, INC

	 	 	 	  	 this 14th day of August, 2003

				
	 Signed by
	 	 /s/ Stephen H. Cotnoir

	  	 Signed by
	  	 /s/ Scott E. Friedlander


	 Typed Name
	 	 Stephen H. Cotnoir
	  	 Typed Name
	  	 Scott E. Friedlander

	 Title
	 	 Attorney in Fact
	  	 Title
	  	 Assistant Secretary


  


					
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 ADDENDUM to the PAYMENT AGREEMENT 
  
 COLLATERAL ADJUSTMENT PROCEDURE 
  
 This Addendum changes the Payment Agreement. Please read it carefully. 
  
 This Addendum is effective 06/30/2003, and 
  
 forms a part of the Payment Agreement effective 6/30/2000
between 
  
 You, ONESOURCE HOLDINGS, INC, and

  
 Us, National Union Fire Insurance Company
of Pittsburgh, Pa. and all its affiliates. 
  
 The section of said Payment
Agreement titled COLLATERAL ADJUSTMENT PROCEDURE is replaced by the following. 
  
 COLLATERAL ADJUSTMENT PROCEDURE 
  
 The additional collateral
that You must provide us will be in the amount of the difference between the total unpaid amount of Your Payment Obligation as described below, and the total amount of Your collateral that we then hold. We will determine the
total unpaid amount of Your Payment Obligation as described below. 
  

	A.	We will determine as follows the amount of Loss and ALAE to be included in calculating Your Payment Obligation: 

  

	 	1.	Total Loss and ALAE Incurred under Expired Policies: Determine the amount of Loss and ALAE that we have
incurred on each covered claim which occurred in any expired Policy year under primary casualty insurance Policies issued to You by us (except Policies under which the final amount of Your Payment Obligation has
been agreed on and fully paid). 

  

	 	2.	Loss Capping: Subtract from each such Loss and ALAE amounts the portions thereof (if any) that exceed respectively Your applicable Retention of
Loss and Your applicable share of the ALAE. Sum the remainder by Policy year. 

  

	 	3.	Loss Development: Apply loss development factors to adjust such sums to recognize the statistically expected change in the sum thereof upon their final settlement. The loss
development factors shall be our customary loss development factors unless You and we have agreed upon another set of such factors and made them a part of said Payment Agreement in writing. 

  

	 	4.	Total Loss and ALAE Expected in Unexpired Policies: Determine the amount of Loss
within Your Retention and Your share of the ALAE that we expect to incur on all covered claims under the unexpired Policies. We will apply our Credit Risk Factor to such Loss and ALAE to adjust for Your
financial condition. 

  

	 	5.	Aggregate Limits: Compare the sums of such developed, limited and adjusted Loss and ALAE within each Policy year to the aggregate Loss and ALAE
limits (if any) in applicable rating plans or deductible or loss reimbursement plans. Subtract the amount (if any) by which such sums exceed such limits, and sum the remainder for all applicable Policy years. Add to such sum the amount of
Your largest Retention that applied during the period covered by any Policies included in this computation. 

  

	B.	Your Payment Obligation: We will determine the total amount of Your Payment Obligation under such Policies, taking
into account the applicable amount of Loss and ALAE from step A above, in accordance with the methods stated in the Policies and any other similar primary casualty insurance Policies and agreements between us.


  

	C.	Payments: We will determine the amount You have paid us in cash in satisfaction of Your Payment Obligation under those Policies,
excluding any amounts You may have paid us in excess of Aggregate Limits described in A5 above. 

  

	D.	The total unpaid amount of Your Payment Obligation will be the amount from Step B less the amount from Step C. 

  

	E.	The additional collateral that You must deliver to us will be the difference between the total unpaid amount of Your Payment Obligation in item D and the sum
total of all Your collateral that we then hold, provided that the total unpaid amount of Your Payment Obligation in item D is greater than the sum total of all Your collateral that we then hold. 

  
 If such difference is a negative sum, that sum is the amount that we may
return to You. However, we are not obligated to return collateral to You if You are in default of any provision of this Agreement or any other similar agreement relating to Your primary casualty insurance with us.

  

					
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 We may from time to time agree with You in writing to adjustments in this method or to its results, contingent
upon specified conditions. Such agreements will not preclude us from applying the procedure described above if such specified conditions change materially. 
  

			
	 /s/ SCOTT E. FRIEDLANDER, ASSISTANT SECRETARY

	  	 /s/ STEPHEN H. COTNOIR, ATTORNEY-IN-FACT


	 Authorized Signature for You, and Date
	  	Authorized Signature for us, and Date

  

					
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 ADDENDUM NO. 1 
  
 to 
  
 SCHEDULE OF POLICIES AND PAYMENTS 
  
 Paid-Loss Payments Plan 
  
 Effective from 6/30/2003 to 6/30/2004 
  
 Annexed to PAYMENT AGREEMENT 
  
 effective on the 30th
day of June, 2000 
  
 by and between us, 
  
 National Union Fire Insurance Company of Pittsburgh, Pa. 
  
 on behalf of itself and all its affiliates including but not limited to

  
 American Home Assurance Company 
 The Insurance Company of the State of Pennsylvania 
 National Union Fire Insurance Company of Pittsburgh, Pa 
 Commerce and Industry Insurance Company

 Birmingham Fire Insurance Company 
 Illinois National Insurance Company 
 American International South Insurance Company 

AIU Insurance Company 
  
 (hereinafter called the “Company”) 
  
 and you, our Client 
  
 ONESOURCE HOLDINGS, INC. 
 on behalf of
yourself and all your subsidiaries or affiliates except: 
  
 WHEREAS, Company and Client (sometimes hereinafter referred to as “Parties”) have previously entered into a certain Payment Agreement effective 12:01 a.m. Eastern Standard Time the 30th day of June, 2000; and, 
  
 WHEREAS, the Payment Agreement together with all addenda and schedules thereto, the terms and conditions of any insurance policies issued to Client
by Company and any other agreements between Client and Company are incorporated herein by reference and are hereinafter collectively called the “Agreements;” and, 
  
 WHEREAS, it is intended to amend certain provisions of the schedule of policies and payments (“Schedule”)
in order to more clearly document the revised terms and conditions agreed to by the Parties. 
  
 NOW, THEREFORE, in consideration of the premiums paid, premises and the mutual covenants contained herein, the Parties hereto do mutually agree that the Schedule is amended as follows: 








	I.	Section A. Policies and Other Agreements, is amended to include the addition of the following policies: 

  
 Other Insurance – Deductible Liability Protection Policy 
  
 DBP 298-13-40        DBP 298-13-41

  

	II.	Section A. Policies and Other Agreements, Other Agreements is amended to include the following additional terms: 

  
 Other Agreements (Describe) 
  
 Of the total estimate of Your Payment Obligation as set out in Section B
– Payment Plan part 1. – Cash Deposit, Installments and Estimated Deferred Amounts (the “Chart”) it is understood and agreed that as respects $46,231,500 of the premium charge for policies DBP 298-13-40 and 298-13-41 set forth
above in Section A, – Policies and Other Agreements, we will credit to you, interest accrued monthly on the daily cash balances calculated at the rate of 1.51% per annum, such rate to be effective from the date the deposit premium on policies
DBP 298-13-40 and 298-13-41 is delivered to us, to September 29, 2004. If prior to September 29, 2004, you should cancel policies DBP 298-13-40 and 298-13-41, all earned premium inclusive of all interest accrued through to the date of the
cancellation will be subject to the applicable provisions of policies DBP 298-13-40 and 298-13-41. Furthermore, if prior to September 29, 2004, you should cancel policies DBP 298-13-40 and 298-13-41, it is understood and agreed that interest on the
deposit premium and all subsequent installment payments will be deemed to have accrued from the date the premium is delivered to us, to the date of cancellation, at a rate of 0.96% per annum. Notwithstanding the above, it is understood and agreed
that the aforementioned interest rates are subject to modification at September 29, 2004 and annually thereafter and the interest will accrue on that portion of the Premium used to fund the Combined Aggregate Limit at a rate set at an enhanced
spread of no less than 20 basis points over the 1-year United States Constant Maturity Treasury yield as it reads each subsequent period. 
  
 It is further agreed that any interest accrued and credited, will thereupon, become a part of the total collateral we hold, subject to the same terms and
conditions set forth in the Payment Agreement as all other collateral shown in the table in Section C - Security Plan. However, on a quarterly basis coinciding with the effective date of policies DBP 298-13-40 and 298-13-41, You may request, with
(ten) 15 days prior written notice, direct payment of the interest accrued during the previous quarter on the premium delivered to us. 
  
 Nothing herein is intended to limit any of our rights under the Payment Agreement or policies DBP 298-13-40 and 298-13-41 including, but not limited to,
our rights to cancellation, adjustments, or our rights of offset, including rights of offset against any direct payment of interest. 








	III.	Section B. – PAYMENT PLAN, 1. - Cash Deposit, Installments and Estimated Deferred Amounts, is amended to read: 

  

																			
	Payment
No.

	 	Due Date

	 	 	 Provision
 for
 Expenses
and Excess
Losses (1)

	 	Special
Taxes and
Surcharges

	 	Annual
Credit Fee

	 	 Provision
 for Limited
 Losses (2)

	 	Your
Estimated
Payment
Obligation


	1	 	6/30/03	 	 	$	4,022,256	 	$	238,108	 	 	0	 	 	0	 	$	4,260,364
	2	 	9/15/03	 	 	$	2,142,130	 	 	0	 	 	0	 	 	0	 	$	2,142,130
	3	 	9/29/03	 	 	$	185,669	 	 	0	 	 	0	 	$	46,231,500	 	$	46,417,169
	4	 	11/15/03	 	 	$	2,142,130	 	 	0	 	 	0	 	 	0	 	$	2,142,130
	 	 	Subtotals	 	 	$	8,492,185	 	$	238,108	 	$	0	 	$	46,231,500	 	$	54,961,793
	 	 	DLP	*	 	 	N/A	 	 	N/A	 	 	N/A	 	 	0	 	$	0
	 	 	DEP	*	 	 	0	 	 	0	 	 	0	 	 	N/A	 	$	0
	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	
	 	
	

	 	 	Totals	 	 	$	8,492,185	 	$	238,108	 	$	0	 	$	46,231,500	 	$	54,961,793
	 	 	 	 	 	
	
	 	
	
	 	
	
	 	
	
	 	
	


  
 DLP means
“Deferred Loss Provision”. This is the estimated amount you must pay us as “Regular Loss payments” and “Sizeable Loss Payments” described below. 
  
 DEP means “Deferred Expense Provision”. This is an estimated amount that you must pay us as follows:

  

	IV.	Section C. - Security Plan, 1. – Collateral, Additional Collateral required by Type, is amended to reflect the required program collateral: 

  

	 	1.	Collateral 

  

				
	 Collateral on Hand (by Type)

	  	Amount of
Collateral


	 Bonds
	  	$	28,250,000
	 Escrow
	  	$	250,000
	 Other
	  	$	15,500,000
	 	  	
	

	 Total Collateral on Hand
	  	$	44,000,00
	 	  	
	


  

						
	 Additional Collateral Required (by Type)

	  	Amount of
Collateral

	  	Due Date


	 Case via DBP Policies 298-13-40 and 298-13-41
	  	$	46,231,500	  	Paid in full
on 9/29/03
	 	  	
	
	  	 
	 Total Additional Collateral Required
	  	$	46,231,500	  	 
	 	  	
	
	  	 
	 Total Collateral Required
	  	$	90,231,500	  	 
	 	  	
	
	  	 








 TO SIGNIFY AGREEMENT, you and we have caused this Addendum to be executed by the duly authorized
representatives of each. 
  
 For National Union Fire Insurance
Company of Pittsburgh, Pa., 
  
 On behalf of itself and its
affiliates first listed above: 
  
 In New York, New York,

  
 This 26th day of April, 2004 
  
 Signed by [GRAPHIC APPEARS HERE] 
  
 Typed Name: Stephen H. Cotnoir 
  
 Title Attorney-in-fact 
  
 For you, our Client 
  
 On behalf of all subsidiary and affiliated companies 

  
 ONESOURCE HOLDINGS, INC. 
  
 In Atlanta, Georgia 
 This 29 day of June, 2004 
 Signed by /s/ Scott E. Friedlander 
 Typed Name Scott E. Friedlander 
 Title Vice-President Assistant Secretary