Exhibit 10.1


 


REVOLVING CREDIT AND TERM LOAN AGREEMENT


 


Open Link
Financial, Inc.


 


Dated as of


February1, 2006


 






 


Bank of America, N.A.


 

















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
  Title

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION I - DEFINITIONS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.1

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Terms
  of General Application

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION II - DESCRIPTION OF CREDIT

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Credit
  Facilities

  	
   

  	
  18

  
	
  2.1

  	
   

  	
  The
  Loans

  	
   

  	
  18

  
	
  2.2

  	
   

  	
  The
  Notes

  	
   

  	
  19

  
	
  2.3

  	
   

  	
  Conversion

  	
   

  	
  19

  
	
  2.4

  	
   

  	
  Notice
  and Manner of Borrowing or Conversion of Loans

  	
   

  	
  20

  
	
  2.5

  	
   

  	
  Commitment
  Fee

  	
   

  	
  20

  
	
  2.6

  	
   

  	
  Letter
  of Credit Fees

  	
   

  	
  20

  
	
  2.7

  	
   

  	
  Fee
  Letter

  	
   

  	
  20

  
	
  2.8

  	
   

  	
  Reduction
  of Revolving Credit Commitment

  	
   

  	
  20

  
	
  2.9

  	
   

  	
  Duration
  of Interest Periods

  	
   

  	
  21

  
	
  2.10

  	
   

  	
  Interest
  Rates and Payments of Interest

  	
   

  	
  21

  
	
  2.11

  	
   

  	
  Changed
  Circumstances

  	
   

  	
  23

  
	
  2.12

  	
   

  	
  Capital
  Requirements

  	
   

  	
  24

  
	
  2.13

  	
   

  	
  Payments
  and Prepayments of the Loans

  	
   

  	
  25

  
	
  2.14

  	
   

  	
  Method
  of Payment

  	
   

  	
  27

  
	
  2.15

  	
   

  	
  Default
  Rate Interest, Etc

  	
   

  	
  28

  
	
  2.16

  	
   

  	
  Payments
  Not at End of Interest Period

  	
   

  	
  28

  
	
  2.17

  	
   

  	
  Computation
  of Interest and Fees; Maximum Interest

  	
   

  	
  29

  
	
  2.18

  	
   

  	
  Letters
  of Credit

  	
   

  	
  29

  
	
  2.19

  	
   

  	
  Letter
  of Credit Fees

  	
   

  	
  30

  
	
  2.20

  	
   

  	
  Interdependence
  of Borrower and Guarantors

  	
   

  	
  30

  
	
  2.21

  	
   

  	
  Withholding
  Taxes

  	
   

  	
  31

  
	
  2.22

  	
   

  	
  Withholding
  Tax Exemption

  	
   

  	
  31

  
	
  2.23

  	
   

  	
  Non-U.S.
  Subsidiaries

  	
   

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION III - CONDITIONS OF LOAN

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.1

  	
   

  	
  Conditions
  Precedent to Term Loan, Initial Revolving Loan and Initial Letter of Credit

  	
   

  	
  32

  
	
  3.2

  	
   

  	
  Conditions
  Precedent to all Loans and Letters of Credit.

  	
   

  	
  36

  



 


i

















 


	
  SECTION IV - REPRESENTATIONS AND WARRANTIES

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.1

  	
   

  	
  Organization
  and Qualification

  	
   

  	
  37

  
	
  4.2

  	
   

  	
  Corporate
  Authority

  	
   

  	
  37

  
	
  4.3

  	
   

  	
  Valid
  Obligations

  	
   

  	
  37

  
	
  4.4

  	
   

  	
  Consents
  or Approvals

  	
   

  	
  38

  
	
  4.5

  	
   

  	
  Title
  to Properties; Absence of Encumbrances

  	
   

  	
  38

  
	
  4.6

  	
   

  	
  Location
  of Records and Collateral; Name Change

  	
   

  	
  39

  
	
  4.7

  	
   

  	
  Financial
  Statements

  	
   

  	
  39

  
	
  4.8

  	
   

  	
  Changes

  	
   

  	
  39

  
	
  4.9

  	
   

  	
  Defaults

  	
   

  	
  39

  
	
  4.10

  	
   

  	
  Taxes

  	
   

  	
  39

  
	
  4.11

  	
   

  	
  Litigation

  	
   

  	
  40

  
	
  4.12

  	
   

  	
  Subsidiaries

  	
   

  	
  40

  
	
  4.13

  	
   

  	
  Investment
  Company Act

  	
   

  	
  40

  
	
  4.14

  	
   

  	
  Compliance
  with ERISA

  	
   

  	
  40

  
	
  4.15

  	
   

  	
  Environmental
  Matters

  	
   

  	
  40

  
	
  4.16

  	
   

  	
  Disclosure

  	
   

  	
  41

  
	
  4.17

  	
   

  	
  Solvency

  	
   

  	
  42

  
	
  4.18

  	
   

  	
  Compliance
  with Statutes, Etc

  	
   

  	
  42

  
	
  4.19

  	
   

  	
  Capitalization

  	
   

  	
  42

  
	
  4.20

  	
   

  	
  Labor
  Relations

  	
   

  	
  43

  
	
  4.21

  	
   

  	
  Certain
  Transactions

  	
   

  	
  43

  
	
  4.22

  	
   

  	
  Restrictions
  on the Borrower Affiliated Group

  	
   

  	
  43

  
	
  4.23

  	
   

  	
  Leases

  	
   

  	
  43

  
	
  4.24

  	
   

  	
  Franchises,
  Patents, Copyrights, Etc

  	
   

  	
  44

  
	
  4.25

  	
   

  	
  Collateral

  	
   

  	
  44

  
	
  4.26

  	
   

  	
  Material
  Contracts

  	
   

  	
  44

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION V - AFFIRMATIVE COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5.1

  	
   

  	
  Financial
  Statements and other Reporting Requirements

  	
   

  	
  45

  
	
  5.2

  	
   

  	
  Conduct
  of Business

  	
   

  	
  46

  
	
  5.3

  	
   

  	
  Maintenance
  and Insurance

  	
   

  	
  47

  
	
  5.4

  	
   

  	
  Taxes

  	
   

  	
  48

  
	
  5.5

  	
   

  	
  Inspection
  by the Lender; Accounts

  	
   

  	
  48

  
	
  5.6

  	
   

  	
  Maintenance
  of Books and Records

  	
   

  	
  48

  
	
  5.7

  	
   

  	
  Environmental
  Indemnification

  	
   

  	
  49

  
	
  5.8

  	
   

  	
  Use
  of Proceeds

  	
   

  	
  49

  
	
  5.9

  	
   

  	
  Pension
  Plans

  	
   

  	
  49

  
	
  5.10

  	
   

  	
  Fiscal
  Year

  	
   

  	
  49

  
	
  5.11

  	
   

  	
  Further
  Assurances

  	
   

  	
  49

  



 


ii

















 


	
  SECTION VI - NEGATIVE
  COVENANTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6.1

  	
   

  	
  Indebtedness

  	
   

  	
  50

  
	
  6.2

  	
   

  	
  Contingent
  Liabilities

  	
   

  	
  51

  
	
  6.3

  	
   

  	
  Leases

  	
   

  	
  51

  
	
  6.4

  	
   

  	
  Sale
  and Leaseback

  	
   

  	
  51

  
	
  6.5

  	
   

  	
  Encumbrances

  	
   

  	
  52

  
	
  6.6

  	
   

  	
  Merger;
  Consolidation; Sale or Lease of Assets; Acquisitions

  	
   

  	
  53

  
	
  6.7

  	
   

  	
  Consolidated
  Senior Leverage Ratio

  	
   

  	
  53

  
	
  6.8

  	
   

  	
  Consolidated
  EBITDA.

  	
   

  	
  54

  
	
  6.9

  	
   

  	
  Consolidated
  Quick Ratio

  	
   

  	
  54

  
	
  6.10

  	
   

  	
  Restricted
  Payments

  	
   

  	
  54

  
	
  6.11

  	
   

  	
  Investments

  	
   

  	
  54

  
	
  6.12

  	
   

  	
  ERISA

  	
   

  	
  54

  
	
  6.13

  	
   

  	
  Transactions
  with Affiliates

  	
   

  	
  54

  
	
  6.14

  	
   

  	
  Loans

  	
   

  	
  55

  
	
  6.15

  	
   

  	
  No
  Amendments to Certain Documents

  	
   

  	
  55

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION VII - DEFAULTS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.1

  	
   

  	
  Events
  of Default

  	
   

  	
  56

  
	
  7.2

  	
   

  	
  Remedies

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION VIII - MISCELLANEOUS

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.1

  	
   

  	
  Notices

  	
   

  	
  60

  
	
  8.2

  	
   

  	
  Expenses

  	
   

  	
  61

  
	
  8.3

  	
   

  	
  Indemnification

  	
   

  	
  62

  
	
  8.4

  	
   

  	
  Set-Off

  	
   

  	
  62

  
	
  8.5

  	
   

  	
  Term
  of Agreement

  	
   

  	
  63

  
	
  8.6

  	
   

  	
  No
  Waivers

  	
   

  	
  63

  
	
  8.7

  	
   

  	
  Governing
  Law

  	
   

  	
  63

  
	
  8.8

  	
   

  	
  Amendments,
  Waivers, Etc

  	
   

  	
  63

  
	
  8.9

  	
   

  	
  Binding
  Effect of Agreement

  	
   

  	
  63

  
	
  8.10

  	
   

  	
  Successors
  and Assigns

  	
   

  	
  63

  
	
  8.11

  	
   

  	
  Counterparts

  	
   

  	
  65

  
	
  8.12

  	
   

  	
  Partial
  Invalidity

  	
   

  	
  65

  
	
  8.13

  	
   

  	
  Captions

  	
   

  	
  65

  
	
  8.15

  	
   

  	
  Waiver
  of Jury Trial

  	
   

  	
  65

  
	
  8.14

  	
   

  	
  Waiver
  of Special Damages

  	
   

  	
  66

  
	
  8.17

  	
   

  	
  Entire
  Agreement

  	
   

  	
  66

  



 


iii

















 


EXHIBITS


 


EXHIBIT
A-1 - Form of Revolving Credit Note


 


EXHIBIT
A-2 - Form of Term Note


 


EXHIBIT
B - Form of Notice of Borrowing or Conversion


 


EXHIBIT
C - Indebtedness; Encumbrances


 


EXHIBIT
D - Disclosure


 


EXHIBIT
E - Form of Opinion of Counsel to the Borrower Affiliated Group


 


EXHIBIT
F - Form of Report of Chief Financial Officer


 


iv

















 


REVOLVING CREDIT AND TERM
LOAN AGREEMENT


 


Dated as of February     ,
2006


 


THIS
REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of February1, 2006, by and
among Open Link Financial, Inc., a Delaware corporation having its
principal place of business and chief executive office at 1502 Reckson Plaza,
West Tower - 15th Floor, Uniondale, New York 11556-1502 (the “Borrower”),
and Bank of America, N.A., a national banking association having a place of
business at 100 Federal Street, Boston, Massachusetts  02110 (the “Lender”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto hereby agree as follows:


 


SECTION I


 


DEFINITIONS


 


1.1.  Definitions.


 


All
capitalized terms used in this Agreement, in the Notes or in any other Loan Document
(as such terms are defined below), or in any certificate, report or other
document made or delivered pursuant to this Agreement (unless otherwise defined
therein) shall have the respective meanings assigned to them below:


 


Account
and Accounts Receivable. 
Individually and collectively, all rights to payment for goods sold or
leased or for services rendered, all sums of money or other proceeds due or
becoming due thereon (including, without limitation, all accounts receivable,
notes, bills, drafts, acceptances, instruments, documents, chattel paper and
all other debts, obligations and liabilities in whatever form owing to any
Person for goods sold by it or for services rendered by it), all guaranties and
security therefor, and all right, title and interest of such Person in the
goods or services giving rise thereto and the rights pertaining to such goods,
including rights of reclamation and stoppage in transit, and all related
insurance, whether any of the foregoing be now existing or hereafter arising,
now or hereafter received by or owing or belonging to such Person.


 


Affected Loans.  See Section 2.11(a).


 


Affiliate.  With reference to any Person, (i) any
director or officer of that Person, (ii) any other Person controlling,
controlled by or under direct or indirect common control with that Person, (iii) any
other Person directly or indirectly holding 10% or more of any class of the
capital stock or other equity interests (including options, warrants,
convertible securities and similar rights) of that Person, (iv) any other
Person that possesses, directly or indirectly, power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or 


 


1

















 


otherwise)
of that Person, and (v) any other Person in which such Person holds
directly or indirectly 10% or more of any class of the capital stock or other
equity interests (including options, warrants, convertible securities and
similar rights) of such other Person.


 


Agreement.  This Agreement, as the same may be renewed,
extended, modified, supplemented or amended from time to time.


 


Ancillary
Documents. 
Collectively, (i) the Investment Documents, (ii) the Merger
Documents, (iii) the Subordinated Debt Documents, and (iv) all other
agreements, instruments and contracts which shall from time to time be
identified in writing by the Lender and the Borrower as “Ancillary Documents”
for purposes of this Agreement, as the foregoing may be amended from time to
time in accordance with Section 6.15.


 


Applicable
Base Rate Margin.  The
Applicable Base Rate Margin is set forth in Section 2.10.


 


Applicable
Eurodollar Margin.  The
Applicable Eurodollar Margin is set forth in Section 2.10.


 


Assignee.  See Section 8.10(ii).


 


Bailee
Notices.  Collectively, the separate
bailee notices which may hereafter be executed and delivered to the Lender, by
the owners of any public warehouses in which the Borrower or any Guarantor
stores its Inventory or other Collateral.


 


Base
Rate.  For any day a fluctuating rate
per annum equal to the higher of (a) the Federal Funds Effective Rate plus
1⁄2 of 1% and (b) the rate of interest in effect for such day as publicly
announced from time to time by Bank of America as its “prime rate”.  The “prime rate” is a rate set by Bank of
America based upon various factors including Bank of America’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such
rate announced by Bank of America shall take effect at the opening of business
on the day specified in the public announcement of such change.


 


Base
Rate Loan.  Any Revolving
Loan or portion of the Term Loan bearing interest calculated by reference to
the Base Rate.


 


Borrower.  See preamble.


 


Borrower
Affiliated Group. 
Collectively, (i) the Borrower and (ii) all of its
Subsidiaries.


 


2

















 


Borrower
Pledge Agreement.  The Pledge
Agreement executed and delivered by the Borrower to the Lender, pursuant to
which:  (i) all of the membership
interests in each of the Domestic Subsidiaries, and (ii) 65% of the
capital stock of each of Openlink International Tecnologias Em Financas
Limitada, a Brazilian corporation, Openlink International Pty Ltd., an
Australian corporation, and Open Link International Ltd., a United Kingdom
corporation, are pledged to the Lender, as amended, modified or otherwise
supplemented from time to time.


 


Business
Day.  (i) For all purposes
other than as covered by clause (ii) below, any day other than a Saturday,
Sunday or legal holiday on which banks in Boston, Massachusetts are open for
the conduct of a substantial part of their commercial banking business; and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, Eurodollar Loans, any day that is a Business Day
described in clause (i) and that is also a day on which trading takes
place between banks in United States dollar deposits in the interbank
eurodollar market.


 


Capital
Expenditures.  To the
extent capitalized in accordance with GAAP, any expenditure for fixed assets
(both tangible and intangible) including assets being constructed (whether or
not completed), leasehold improvements, capital leases under GAAP, installment
purchases of machinery and equipment, acquisitions of real estate and other
similar expenditures including (i) in the case of a purchase, the entire
purchase price, whether or not paid during the fiscal period in question, (ii) in
the case of a capital lease, the capitalized amount thereof (determined in
accordance with GAAP) and (iii) without duplication, expenditures in or
from any construction-in-progress account of the Borrower or any other member
of the Borrower Affiliated Group.


 


Cash
Equivalents.  As to any
member of the Borrower Affiliated Group, (a) securities issued or directly
and fully guaranteed or insured by the United States of America and having a
maturity of not more than nine (9) months from the date of acquisition; (b)
certificates of deposit, time deposits and eurodollar time deposits with
maturities of nine (9) months or less from the date of acquisition, bankers’
acceptances with maturities not exceeding nine (9) months and overnight
bank deposits, in each case, (i) with the Lender or (ii) with any domestic
commercial bank organized under the laws of the United States of America or any
state thereof, in each case having a rating of not less than A or its
equivalent by Standard & Poor’s Corporation (“S&P”) or Moody’s
Investors Service, Inc. (“Moody’s”) or any successor and having capital
and surplus in excess of $1,000,000,000; (c) repurchase obligations with a term
of not more than ninety (90) days for underlying securities of the types
described in clauses (a) and (b) above; (d) any commercial paper or
finance company paper issued by (i) the Lender or any holding company
controlling the Lender or (ii) any other Person that is rated not less than “P-l”
or “A-l” or their equivalents by Moody’s or S&P or their successors; and (e) any
auction-rate preferred securities rated AAA or its equivalent by Moody’s or
S&P or their successors.


 


CERCLA.  The Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as the same may from time to time be
supplemented or amended and remain in effect.


 


3

















 


Closing
Date.  The first date on which all of
the conditions set forth in Section 3.1 have been satisfied and any Loans
are to be made hereunder.


 


Code.  The Internal Revenue Code of 1986 and the rules and
regulations thereunder, collectively, as the same may from time to time be
supplemented or amended and remain in effect.


 


Collateral.  Collectively, all of the agreements,
instruments, contracts, property (real and personal, tangible and intangible),
assets, accounts, Accounts Receivable, Inventory, equipment, investment
property, general intangibles, securities entitlements, other monies, and all
of the income, proceeds and products of any thereof, under or in respect of
which the Lender or any of the nominees, agents or legal representatives of the
Lender shall have at the relevant time of reference to the term “Collateral,”
any rights or interest as security for the payment or performance of all or any
part of the Obligations.


 


Collateral
Assignment of Material Contracts and Recapitalization Documents.  The Collateral Assignment of Material
Contracts and Recapitalization Documents dated as of the date hereof and
executed and delivered by the Borrower and other members of the Borrower
Affiliated Group to the Lender, as amended, modified or otherwise supplemented
from time to time.


 


Commitment
Fee.  The commitment fee payable by
the Borrower to the Lender pursuant to Section 2.5.


 


Consolidated
and Consolidating.  The terms
Consolidated and Consolidating shall have the respective meanings ascribed to
such terms under GAAP.


 


Consolidated
Current Liabilities.  All
liabilities and other Indebtedness of the Borrower Affiliated Group on a
consolidated basis maturing on demand or within one (1) year from the date
as of which Consolidated Current Liabilities are to be determined, and such
other liabilities as may properly be classified as current liabilities in
accordance with GAAP (excluding, in any case, (i) any deferred revenues and
deferred tax liabilities related to purchase accounting effects, and (ii) any
unvested Stay Bonus proceeds, to the extent the same will not vest within one (1)
year from such date of determination).


 


Consolidated
Net Income. In relation to the Borrower Affiliated Group on a
Consolidated basis for any period, the net income of the Borrower Affiliated
Group after deduction of all expenses, taxes and other proper charges,
determined in accordance with GAAP (with Inventory being determined on a “first-in,
first-out” basis), for such period, but without giving effect to any GAAP
extraordinary gains or losses.


 


Consolidated Quick Assets.  All cash, Cash Equivalents, short-term
investments, marketable securities and Accounts Receivable of the Borrower
Affiliated Group on a Consolidated basis that, in accordance with GAAP, are
properly classified as current assets, provided that Accounts Receivable shall
be included only if good and collectible 


 


4

















 


as determined by the Borrower in accordance with
established practice consistently applied and only if payable and outstanding
not more than one-hundred fifty (150) days after the date of the shipment of
goods or other transaction out of which such Accounts Receivable arise; and
such Accounts Receivable shall be taken at their face value less reserves
determined to be sufficient in accordance with GAAP.


 


Consolidated
Senior Leverage Ratio.  As
at the end of any fiscal quarter of the Borrower Affiliated Group, the ratio of
(i) Consolidated Total Senior Funded Debt as at the end of such fiscal quarter,
to (ii) EBITDA for the four consecutive fiscal quarters of the Borrower
Affiliated Group ending on the last day of such fiscal quarter.


 


Controlled
Group.  All trades or businesses
(whether or not incorporated) under common control that, together with the
Borrower, are treated as a single employer under Section 414(b) or
414(c) of the Code or Section 400l of ERISA.


 


Default.  An event or condition that, but for the
requirement that time elapse or notice be given, or both, would constitute an
Event of Default.


 


Dollar or $.  Dollars in lawful currency of the United
States of America.


 


Domestic
Subsidiaries. 
Collectively, OpenLink On Demand, LLC, a Delaware limited liability
company, Open Link GP, LLC, a Delaware limited liability company, and Open Link
LP, LLC, a Delaware limited liability company, all of the membership interests
of which are owned by the Borrower.


 


EBITDA.  In relation to the Borrower Affiliated Group
on a Consolidated basis for any period, an amount equal to Consolidated Net
Income of the Borrower Affiliated Group for such period, plus the following to
the extent deducted in computing such Consolidated Net Income for such
period:  (i) Interest Charges for
such period, (ii) taxes on income for such period, (iii) depreciation for
such period, (iv) stock based compensation expense for such period, (v) any
non-cash charges for such period in an amount not in excess of $500,000, (vi) amortization
for such period, (vii) expenses related to non-cash foreign-exchange
losses incurred during such period, and (viii) non-cash purchase
accounting effects related to the Recapitalization Transaction, including loss
of deferred revenue, but solely for the first 18 months
following the date of this Agreement.


 


Encumbrances.  See Section 6.5.


 


Environmental Laws.  Any and all applicable foreign, federal,
state, local and provincial environmental, health or safety statutes, laws,
regulations, ordinances, policies and or common law (whether now existing or
hereafter enacted or promulgated), of all federal, state, local, provincial or
other governmental authorities, agencies, commissions, boards, bureaus or
departments which now or hereafter have jurisdiction over the Borrower or any
other member of the Borrower Affiliated Group and all applicable, binding and
enforceable judicial and administrative and regulatory decrees, judgments 


 


5

















 


and
orders, including common law rulings and determinations, relating to injury to,
or the protection of, human health or the environment, including, without
limitation, all requirements pertaining to reporting, licensing, permitting,
investigation, remediation and removal of emissions, discharges, releases or
threatened releases of Hazardous Materials into the environment or relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of such Hazardous Materials.


 


ERISA.  The Employee Retirement Income Security Act
of 1974 and the rules and regulations thereunder, collectively, as the
same may from time to time be supplemented or amended and remain in effect.


 


Equity
Securities.  As to any
Person, any shares of any class of capital stock or other equity interests of
such Person, voting or non-voting, or any options, warrants or similar rights
with respect to any such shares or other equity interests.


 


Eurocurrency
Reserve Rate.  For any day
with respect to a Eurodollar Loan, the maximum rate (expressed as a decimal) at
which the Lender would be required to maintain reserves under Regulation D of
the Board of Governors of the Federal Reserve System (or any successor or
similar regulations relating to such reserve requirements) against “Eurocurrency
Liabilities” (as that term is defined in Regulation D), if such liabilities
were outstanding. The Eurocurrency Reserve Rate shall be adjusted automatically
on and as of the effective date of any change in the Eurocurrency Reserve Rate.


 


Eurodollar
Loan.  Any Revolving Loan or portion
of the Term Loan bearing interest at a rate determined with reference to the
Eurodollar Rate.


 


Eurodollar
Rate.  For any Interest Period with
respect to a Eurodollar Loan, the rate of interest equal to (i) the
arithmetic mean of the rates per annum for the Lender (rounded upwards to the
nearest 1/16 of one percent) of the rate at which the Lender is offered Dollar
deposits two Business Days prior to the beginning of such Interest Period in
the interbank eurodollar market where the eurodollar and foreign currency and
exchange operations of the Lender are customarily conducted, for the delivery
on the first day of such Interest Period for the number of days comprised
therein and in an amount comparable to the amount of the Eurodollar Loan to
which such Interest Period applies, divided by (ii) a number equal to 1.00
minus the Eurocurrency Reserve Rate, if applicable.


 


Event
of Default.  Any event
described in Section 7.1.


 


Excess
Cash Flow.  In relation
to the Borrower Affiliated Group for any period, the amount equal to
Consolidated Net Income for such period, (i) plus, to the extent
deducted in calculating Consolidated Net Income and without duplication, (a) depreciation
and amortization or such period, (b) income tax expense in such period and
(c) other non-cash charges for such period, and (ii) minus, without
duplication, (a) cash taxes paid in such period, (b) Capital
Expenditures made during such period (other than


 


6














 


Capital
Expenditures financed by other Indebtedness to the extent permitted under Section 6.2),
(c) mandatory payments of principal on Indebtedness permitted under Section 6.2
made during such period, (d) voluntary payments of principal on the Term
Loan made during such period, (e) cash used to make Restricted Payments
which are permitted under Section 6.10 made during such period and (f) any
Stay Bonus amounts paid during such period.


 


                Federal Funds Effective Rate.  For any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Effective Rate for such day shall be such rate
on such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on
such next succeeding Business Day, the Federal Funds Effective Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined in good faith by the Lender.


 


                Fee Letter.  The letter agreement dated as of February 1  ,
2006 between the Borrower and the Lender.


 


                GAAP.  Generally accepted accounting principles in
the United States of America, consistently applied.


 


                Gross-Up Payment.  See Section 2.21.


 


                Guarantees.  As applied to any Person, without
duplication, all guarantees, endorsements or other contingent or surety
obligations with respect to obligations of others whether or not reflected on
such Person’s Consolidated balance sheet, including any obligation to furnish
funds, directly or indirectly (whether by virtue of partnership arrangements,
by agreement to keep-well or otherwise), through the purchase of goods,
supplies or services, or by way of stock purchase, capital contribution,
advance or loan, or to enter into a contract for any of the foregoing, for the
purpose of payment of obligations of any other Person.


 


                Guarantors.  Collectively, (i) the Subsidiary
Guarantors, and (ii) each, if any, of the other Subsidiaries of the
Borrower which from time to time are required to become Guarantors hereunder.


 


                Hazardous Material.  Any substance (i) the presence of which
requires or may hereafter require notification, investigation or remediation
under any Environmental Law; (ii) which is or becomes defined as a “hazardous
waste” or “hazardous material” or “hazardous substance” or “controlled
industrial waste” or “pollutant” or “contaminant” under any present or future
Environmental Law or amendments thereto including, without limitation, CERCLA,
the Canadian Environmental Protection Act (Canada) and 


 


7

















 


any
applicable local or provincial statutes and the regulations promulgated
thereunder; (iii) which is toxic, explosive, corrosive, flammable,
infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous and is
or becomes regulated by any governmental authority, agency, department,
commission, board or instrumentality of any foreign country, the United States,
any state of the United States, or any political subdivision thereof to the
extent any of the foregoing has or had jurisdiction over the Borrower or any
other member of the Borrower Affiliated Group; or (iv) which could pose a
danger to the environment or to the health or safety of any person, including,
without limitation, gasoline, diesel fuel, oil or other petroleum products,
asbestos, asbestos containing materials (“ACM”), polychlorinated biphenyls (“PCB’s”),
radon gas, urea formaldehyde, flammable materials or radioactive material.


 


                Holdco.  OLF Acquisition Corp., a Delaware
corporation.


 


Indebtedness.  As applied to any Person, (i) all
obligations for borrowed money or other extensions of credit whether secured or
unsecured, absolute or contingent, including, without limitation, unmatured
reimbursement obligations with respect to letters of credit or guarantees
issued for the account of or on behalf of such Person, and all obligations
representing the deferred purchase price of property, other than accounts
payable arising in the ordinary course of business, (ii) all obligations
evidenced by bonds, notes, debentures or other similar instruments, (iii) all
obligations secured by any mortgage, pledge, security interest or other lien on
property owned or acquired by such Person, whether or not the obligations
secured thereby shall have been assumed, (iv) all obligations under
synthetic leases, (v) that portion of all obligations arising under
capital leases that is required to be capitalized on the Consolidated balance
sheet of such Person, (vi) all Guarantees, and (vii) all obligations
that are immediately due and payable out of the proceeds of or production from
property now or hereafter owned or acquired by such Person.


 


                Initial Financial Statement.
 See Section 4.7.


 


                Insolvent or Insolvency.  The occurrence of one or more of the
following events with respect to a Person: 
dissolution; termination of existence; insolvency within the meaning of
the United States Bankruptcy Code or other foreign or domestic applicable
statutes; such Person’s inability to pay its debts generally as they come due;
appointment of a receiver of any substantial part of the property of, execution
of a trust mortgage or an assignment for the benefit of creditors generally by,
or the entry of an order for relief or the filing of a petition in bankruptcy
or the commencement of any proceedings under any bankruptcy or insolvency laws,
or any laws relating to the relief of debtors or readjustment of indebtedness
generally, or the offering of a plan to creditors for composition or extension,
except for an involuntary proceeding commenced against such Person which is
dismissed within 60 days after the commencement thereof without the entry or an
order for relief or the appointment of a trustee.


 


Interest
Charges.  For any period, means, without
duplication, all interest, both expensed and capitalized, and all amortization
of debt discount and expense (including 


 


8

















 


commitment
fees, letter of credit fees and similar expenses) on any particular
Indebtedness (including outstanding Letters of Credit) for which such
calculations are being made, all as determined in accordance with GAAP.  Computations of Interest Charges on a pro
forma basis for Indebtedness having a variable interest rate shall be
calculated at the rate in effect on the date of any determination.


 


Interest
Period.  With respect to each
Eurodollar Loan, the period commencing on the date of the making or
continuation of or conversion to such Eurodollar Loan and ending one, two,
three or six months thereafter, subject to availability, as the Borrower may
elect in the applicable Notice of Borrowing or Conversion; provided
that:


 


(i)                                   any Interest
Period (other than an Interest Period determined pursuant to clause (iii) below)
that would otherwise end on a day that is not a Business Day shall be extended
to the next succeeding Business Day unless such Business Day falls in the next
calendar month, in which case such Interest Period shall end on the immediately
preceding Business Day;


 


(ii)                                any Interest
Period that begins on the last Business Day of a calendar month (or on a day
for which there is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall, subject to clause (iii) below, end
on the last Business Day of a calendar month;


 


(iii)                            any Interest
Period applicable to Revolving Loans that would otherwise end after the
Revolving Credit Maturity Date shall end on said Revolving Credit Maturity Date;
any Interest Period as applicable to any portion of the Term Loan that would
otherwise end after the Term Loan Maturity Date shall end on said Term Loan
Maturity Date;


 


(iv)                             no Interest
Period applicable to the Term Loan shall include a principal repayment date for
such Term Loan unless an aggregate principal amount of Loans at least equal to
the principal amount due on such principal repayment date shall be Base Rate
Loans or other Loans having Interest Periods ending on or before such date; and


 


(v)                                 notwithstanding
clauses (iii) and (iv) above, no Interest Period shall have a
duration of less than one month; and if any Interest Period would be for a
shorter period, such Interest Period shall not be available hereunder.


 


                Inventory.  Goods, merchandise and other personal
property, now owned or hereafter acquired by a Person, which are held for sale
or lease or are furnished or to be furnished under a contract of service or are
raw materials, work in process or materials used or consumed or to be used or consumed
in such Person’s business.


 


                Investment.  As applied to any Person, (i) the
purchase or acquisition of any share of capital stock, partnership interest,
limited liability company membership interest or other Equity Security, of any
other Person, or the contribution to the capital of any other 


 


9

















 


Person
(ii) any loan, advance or extension of credit to, or the purchase of any
evidence of indebtedness of any other Person, (iii) any real estate held
for sale or investment, (iv) any commodities futures contracts held other
than in connection with bona fide hedging transactions, (v) any other
investment in any other Person, and (vi) the making of any written
commitment or acquisition of any option to make an Investment.


 


                Investment Documents.  Collectively, (i) the Major Stockholder
Contribution and Exchange Agreement, dated as of February 1  ,
2006, among Holdco, Coleman Fung, and the Investors named therein, (ii) the
Contribution and Exchange Agreement, dated as of February 1  ,
2006, among Holdco and the holders of shares of the Borrower’s Common Stock
named therein, and (iii) each of the other documents, instruments and
agreements executed and delivered in connection with the Investment
Transaction.


 


                Investment Transaction.  The investment by TA Equity of at least
$45,000,000 of new cash equity in Holdco, which will be contributed to the
Borrower upon and as a result of the consummation of the Merger Transaction,
and the contribution by certain current stockholders of the Borrower of common
stock in the Borrower in exchange for cash and common stock in Holdco.


 


                Landlord Waivers.  Collectively, the separate landlord waivers
which have been or are executed and delivered to the Lender by the landlord
under any real property Lease, each in form and substance reasonably
satisfactory to the Lender.


 


                Leases or Lease.  Any agreement granting a Person the right to
occupy space in a structure or real estate for any period of time or any
capital lease, operating lease or other lease of or agreement to use personal
property including, but not limited to, machinery, equipment, furniture and
fixtures, whether evidenced by written or oral lease, contract, sales agreement
or other agreement no matter how characterized.


 


Lender.  See preamble.


 


Letters
of Credit.  Letters of
credit in the form customarily issued by the Lender as standby Letters of
Credit issued or to be issued for the account of the Borrower upon the terms
and subject to the conditions contained in this Agreement.


 


Loan.  A Revolving Loan or the Term Loan made to the
Borrower by the Lender pursuant to Section II of this Agreement, and “Loans”
means all of such Revolving Loans and the Term Loan, collectively.


 


Loan
Account.  The account or accounts on the
books of the Lender in which will be recorded Loans and advances (including
issued and outstanding Letters of Credit) made by the Lender to the Borrower
pursuant to this Agreement, payments made on such loans and other appropriate
debits and credits as provided by this Agreement.


 


Loan
Documents. 
Collectively, this Agreement, the Notes, the Security Documents, the
Subsidiary Guaranty, the Subordination Agreement, the Letters of Credit 


 


10

















 


(and
related documentation and agreements, including any letter of credit
application), the Landlord Waivers, the Bailee Notices, the Fee Letter and the
Solvency Certificates, all other agreements, instruments or contracts by which
any of the Obligations shall be evidenced or under or in respect of which the
Lender or any of its nominees or representatives shall have, at such time, any
rights or interests as security for the payment or performance of all or any
part of the Obligations, together with all agreements and other instruments
contemplated thereby (other than the Ancillary Documents), all certificates
delivered in connection therewith from time to time and all schedules, exhibits
and annexes thereto, as any of the foregoing may from time to time be amended
and in effect.


 


Loan
Party.  Collectively, the Borrower and
each Guarantor.


 


Material
Adverse Effect.  With
respect to any event or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration or governmental investigation or
proceeding), which, taken together with all other then existing events could
reasonably be expected to result in:


 


(a)           a material adverse effect on the
business, financial condition or results of operations of the Borrower
Affiliated Group, taken as a whole;


 


(b)           an adverse effect on the ability of
the Borrower or the Borrower Affiliated Group, taken as a whole, to perform any
of their respective Obligations under any of the Loan Documents to which such
Person is a party; or


 


(c)           any impairment of the validity,
binding effect or enforceability of this Agreement or any of the other Loan
Documents, or any material impairment of the rights, remedies or benefits
available to the Lender under any Loan Document.


 


Material
Contracts.  See Section 4.26.


 


Merger Documents.  Collectively, (i) the Certificate of
Ownership and Merger merging Holdco with and into the Borrower, (ii) the
Stockholders Agreement, dated as of February1  , 2006, among the
Borrower, the Management Stockholders therein defined, and the Investors therein
defined, (iii) the Registration Rights Agreement, dated as of February 1  ,
2006, among the Borrower, the Investors defined therein, and the Management
Stockholders defined therein, (iv) the Stock Restriction Agreement, dated
as of February 1  , 2006, among the Borrower, the Stockholders
defined therein, and the Investors defined therein, (v) the employment
agreements of Coleman Fung and Kevin Hesselbirg, (vi) the option
termination agreements with each option holder, and (vii) all other agreements,
instruments and documents entered into in connection with the Merger
Transaction.


 


Merger Transaction.  The merger of Holdco  with and into the
Borrower immediately prior to the closing hereunder.


 


11

















 


Net Proceeds.  With
respect to the sale, transfer or other disposition by the Borrower or any other
member of the Borrower Affiliated Group of any asset or group of assets (other
than Inventory or non-exclusive licenses of intellectual property in the
ordinary course of business, but including, without limitation, any sale of
Equity Securities), means the amount of cash (freely convertible into Dollars)
received by the Borrower, any other member of the Borrower Affiliated Group or
the Lender, from such sale or other disposition (including, without limitation,
any tax refund or tax benefit resulting from a loss on such sale or other
disposition as and when such tax benefit is realized), after (i) provision
for all income or other taxes of the Borrower Affiliated Group measured by or
resulting from such sale or other disposition, (ii) payment of all
reasonable third party brokerage commissions and other reasonable out-of-pocket
fees and expenses to third parties related to such sale or other disposition, (iii) deduction
of appropriate amounts approved by the Lender to be provided by the Borrower or
any other member of the Borrower Affiliated Group as a reserve, in accordance
with GAAP, against any liabilities associated with such sale, transfer or other
disposition and retained by the Borrower or such other member of the Borrower
Affiliated Group after such sale or other disposition, and (iv) payment of
the outstanding principal amount of, and premium or penalty, if any, and
interest on, any Indebtedness that is secured by a lien or other encumbrance on
the assets in question and that is required to be repaid as a result of such
sale, transfer or other disposition.


 


                Non-U.S. Subsidiary.  See Section 2.23.


 


                Notes.  Collectively, (i) the Revolving Credit
Note, and (ii) the Term Note.


 


                Notice of Borrowing or
Conversion.  See Section 2.4.


 


                Obligations.  Any and all obligations of the Borrower
Affiliated Group to the Lender (i) under the Loan Documents and Security
Documents of every kind and description (including obligations in respect of
Letters of Credit and fees thereunder), direct or indirect, absolute or
contingent, primary or secondary, due or to become due, now existing or
hereafter arising, regardless of how they arise or by what agreement or
instrument, if any, and including obligations to perform acts and refrain from
taking action as well as obligations to pay money, and (ii) in connection
with any cash management arrangements or deposit accounts maintained by any
member of the Borrower Affiliated Group with the Lender.


 


Opening
Balance Sheet.  The
Consolidated and Consolidating balance sheet of the Borrower Affiliated Group
dated as of the day the Recapitalization Transactions are consummated (and
after giving effect thereto), prepared in accordance with GAAP and reflecting
actual Consolidated and Consolidating figures for the Borrower Affiliated Group
after the consummation of the Recapitalization Transactions and the Loans made
hereunder.


 


Participant.  See Section 8.10.


 


12

















 


                Partnership.  Open Link Operating Partnership LP, a
Delaware limited partnership all of the general partnership interests of which
are owned by OpenLink GP, LLC and all of the limited partnership interests of
which are owned by OpenLink LP, LLC.


 


Partnership
Pledge Agreements.  The Pledge
Agreements executed and delivered by each of Open Link GP, LLC and Open Link
LP, LLC pursuant to which the partnership interests in the Partnership are
pledged to the Lender, as amended, modified or otherwise supplemented from time
to time.


 


                Payee.  See Section 2.21.


 


                PBGC.  The Pension Benefit Guaranty Corporation or
any entity succeeding to any or all of its functions under ERISA.


 


                PCB.  See definition of Hazardous Material.


 


                Permitted Encumbrances.  See Section 6.5.


 


                Person or person.  An individual, a company, a corporation, an
association, a partnership, a joint venture, a limited liability company or
partnership, an unincorporated trade or business enterprise, a trust, an
estate, or a government (national, regional or local) or an agency,
instrumentality or official thereof.


 


                Plan.  At any time, an employee pension or other
benefit plan that is subject to Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the Code and is either (i) maintained
by the Borrower or any member of the Controlled Group for employees of the
Borrower or any member of the Controlled Group or (ii) if such Plan is
established or maintained pursuant to a collective bargaining agreement or any
other arrangement under which more than one employer makes contributions and to
which the Borrower or any member of the Controlled Group is then making or
accruing an obligation to make contributions or has within the preceding five
Plan years made contributions.


 


Pledge
Agreements. 
Collectively, the Borrower Pledge Agreement and the Partnership Pledge
Agreements.


 


Pro Forma Financial Statement.  See Section 4.7.


 


Purchase
Agreement.  The
Subordinated Convertible Note Purchase Agreement dated as of the date hereof among
the TA Lender and the Borrower.


 


Qualified
Investments.  As applied
to the Borrower or any other member of the Borrower Affiliated Group,
investments in (i) notes, bonds or other obligations of the United States
of America or any agency thereof that as to principal and interest constitute
direct obligations of or are guaranteed by the United States of America, (ii) certificates
of 


 


13

















 


deposit
or other deposit instruments or accounts of banks or trust companies organized
under the laws of the United States or any state thereof that have capital and
surplus of at least $100,000,000, (iii) commercial paper that is rated not
less than prime-one or A-1 or their equivalents by Moody’s Investors Service, Inc.
or Standard & Poor’s Corporation, respectively, or their successors,
and (iv) any auction-rate preferred securities rated AAA or its equivalent
by Moody’s or S&P or their successors, and (v) any repurchase
agreement secured by any one or more of the foregoing.


 


Rate
Period.  The period beginning on the
fifth Business Day following delivery to the Lender of the annual or quarterly
financial statements required to be delivered pursuant to Section 5.1(a) or
Section 5.1(b) and ending on the fourth Business Day after the day on
which the next such quarterly (or annual, as applicable) financial statements
are delivered to the Lender.


 


Recapitalization Transaction.  Collectively, (i) the Investment
Transaction, (ii) the Merger Transaction, and (iii) the Subordinated
Debt Transaction.


 


Reportable Event.  See Section 5.1(g).


 


Restricted
Payment.  (i) Any cash or property
dividend, distribution or payment, direct or indirect, by the Borrower or any
of its Subsidiaries to any Person who now holds, or who at the relevant time of
reference holds, an equity interest in the Borrower or any of its Subsidiaries,
whether evidenced by a security or not, other than (x) reasonable
compensation and bonuses paid to employees of the Borrower and its Subsidiaries
in the ordinary course of business, and (y) other than dividends payable
solely in shares of any class of capital stock to holders of that class, (ii) any
payment on account of the purchase, redemption, retirement or other acquisition
for value of any capital stock of the Borrower or its Subsidiaries, or any
other payment or distribution made in respect thereof, either directly or
indirectly, (iii) any management or similar fees paid or payable by any
member of the Borrower Affiliated Group to any Person who now holds, or in the
future holds, directly or indirectly, an equity interest in the Borrower or any
of its Subsidiaries, (iv) any payment on or in respect of any Subordinated
Debt, and (v) any payment made in respect of any Stay Bonus.


 


Revolving
Credit Commitment.  The maximum
amount of Revolving Loans that the Lender shall be committed to make to the
Borrower upon the terms and subject to the conditions contained in this
Agreement, which initially shall not exceed $5,000,000.


 


Revolving Credit Maturity Date.  December 31, 2010.


 


Revolving Credit Note.  See Section 2.2.


 


Revolving
Loans.  Collectively, the loans in the
maximum aggregate principal amount of $5,000,000 made or to be made to the
Borrower by the Lender pursuant to this Agreement (including Section 2.1(a) hereof)
and subject to the limitations contained herein.


 


14

















 


Security
Agreement. 
Collectively, the one or more Security Agreements executed and delivered
by any member of the Borrower Affiliated Group to the Lender, as amended,
modified or otherwise supplemented from time to time.


 


Security
Documents. 
Collectively, (i) the Security Agreement, (ii) the Pledge
Agreements, and (iii) the Collateral Assignment of Material Contracts and
Recapitalization Documents.


 


Senior Debt.  All Indebtedness of the Borrower which is not
Subordinated Debt.


 


Solvency
Certificates.  The
solvency certificate dated as of the date hereof and executed and delivered by
the chief financial officer of the Borrower to the Lender on behalf of the
Borrower Affiliated Group on a Consolidated basis.


 


Stay
Bonus.  Proceeds of the
Recapitalization Transaction representing (i) option exercise stay bonuses
for certain unvested option shares, which shall be paid out in accordance with
the vesting schedule for those option shares and the terms of any applicable
stay bonus agreement, and (ii) management stay bonuses, which shall be
held in escrow and paid out in accordance with the terms of the Retention Bonus
Plan of the Borrower and any applicable participation letters dated as of the
date hereof.


 


Stated
Amount.  With respect to each Letter of
Credit outstanding at any time, the maximum amount then available to be drawn
thereunder (without regard to whether any conditions to drawing could then be
met).


 


Subordinated
Debt.  Indebtedness (including any
Indebtedness evidenced by any payment-in-kind promissory notes, if any) of the
Borrower or any other member of the Borrower Affiliated Group which is
expressly subordinated and made junior to the payment and performance in full
of the Obligations on terms and conditions satisfactory to the Lender, and
including, without limitation, the TA Subordinated Debt.


 


Subordinated
Debt Documents. 
Collectively, (i) the Purchase Agreement; (ii) the Convertible
Subordinated Notes issued thereunder in an aggregate original principal amount
equal to at least $20,000,000; (iii) the Warrant to Purchase Common Stock
of the Borrower issued in connection with the Purchase Agreement; and (iv) each
of any other agreements, contracts and instruments executed and delivered in
connection with the foregoing or relating thereto, including without limitation
any Subordinated Notes issued under the Purchase Agreement, in each case as
amended or modified in accordance with Section 6.15 and the Subordination
Agreement.


 


Subordinated
Debt Transaction.  The
transactions evidenced by the Subordinated Debt Documents.


 


Subsidiary.  Any corporation, association, joint stock
company, business trust or other similar organization of which 50% or more of
the ordinary voting power for the 


 


15

















 


election
of a majority of the members of the board of directors or other governing body
of such entity is held or controlled by a Person or a Subsidiary of such Person;
or any other such organization the management of which is directly or
indirectly controlled by a Person or a Subsidiary of such Person through the
exercise of voting power or otherwise; or any joint venture, whether
incorporated or not, in which a Person has a 50% or more ownership interest.


 


Subsidiary Guaranty.  The separate Guaranties entered into by each
of the Subsidiary Guarantors in favor of the Lender.


 


Subsidiary
Guarantors. 
Collectively, (i) the Domestic Subsidiaries, and (ii) the
Partnership.


 


TA.  TA Associates, Inc., a Delaware
corporation.


 


TA
Equity.  Collectively, TA IX, TA
Atlantic and Pacific V, TA Strategic Partners Fund A. TA Strategic Partners
Fund B and TA Investors II L.P., each an Affiliate of TA.


 


TA
Lender.  Collectively, TA Subordinated
Debt Fund, L.P., a Delaware limited partnership and an Affiliate of TA, and TA
Investors II, L.P., a Delaware limited partnership and an Affiliate of TA.


 


TA
Subordinated Debt.  The
indebtedness of the Borrower to the TA Lender pursuant to the Subordinated Debt
Documents.


 


TA
Subordination Agreement.  The
Subordinated Note Intercreditor and Subordination Agreement dated as of the
date hereof among the TA Lender and each other holder of the TA Subordinated
Debt, the Lender and the Borrower.


 


Taxes.  With respect to any Person, any taxes other
than the following excluded taxes:  (a) income,
profits, franchise, branch profits or similar taxes imposed on (or measured by)
any Person’s net income, net profits or capital by the United States of America
or a political subdivision thereof, or by the jurisdiction under the laws of
which such Person is organized, in which its principal or applicable lending
office is located or in which it is otherwise doing business (other than a
jurisdiction in which such Person would not have been treated as doing business
but for its execution or delivery of any Loan Document or its exercise of its
rights or performance of its obligations thereunder); (b) withholding
taxes, imposed other than as a result of a change in applicable law occurring
after (i) the date that such Person became a party to this Agreement, or (ii) with
respect to an assignment, acquisition or participation, the effective date of
such assignment, acquisition or participation; (c) taxes imposed by reason
of the failure of such Person to comply with its obligations under Section 2.22;
(d) backup withholding taxes imposed under Section 3406 of the Code;
and (e) taxes imposed as a result of such Person’s gross negligence or
willful misconduct.


 


16

















 


Term
Loan.  The senior secured term loan
in the original principal amount of $20,000,000 made or to be made to the
Borrower on the Closing Date by the Lender.


 


Term Loan Maturity Date.  December 31, 2010.


 


Total
Commitment. 
$25,000,000.


 


Total
Funded Debt.  As at any
date of determination, on a Consolidated basis for the Borrower Affiliated
Group, the sum of (i) the aggregate amount of the Loans outstanding on
such date, plus (ii) the Stated Amount of Letters of Credit
outstanding on such date, plus (iii) the aggregate amount of the
Subordinated Debt outstanding on such date, plus (iv) all principal
obligations arising under capital leases in effect on such date required to
capitalized in accordance with GAAP, plus (v) all other Guarantees
and Indebtedness for borrowed money of the Borrower Affiliated Group
outstanding on such date.


 


Total
Senior Funded Debt.  As at any
date of determination, on a Consolidated basis for the Borrower Affiliated
Group, the sum of (i) Total Funded Debt on such date, minus (ii) the
aggregate amount of Subordinated Debt outstanding on such date.


 


Withholding
Certificate.  See Section 2.22(a).


 


1.2.  Terms of General Application.  For all purposes of this Agreement and the
other Loan Documents, except as otherwise expressly provided herein or therein
or unless the context otherwise requires:


 


(i)            references to any Person defined in
this Agreement refer to such Person and its successor in title and assigns or
(as the case may be) his successors, assigns, heirs, executors, administrators
and other legal representatives;


 


(ii)           references to any agreement,
instrument or document defined in this Agreement refer to such document as
originally executed, or if subsequently varied, extended, renewed, modified,
amended, restated or supplemented from time to time, as so varied, extended,
renewed, modified, amended, restated or supplemented and in effect at the
relevant time of reference thereto;


 


(iii)          words importing the singular only
shall include the plural and vice  versa, and the words importing
the masculine gender shall include the feminine gender and vice  versa,
and all references to dollars, $, U.S. Dollars or United States Dollars, shall
be to Dollars;


 


(iv)          accounting terms not otherwise defined
in this Agreement or any of the other Loan Documents have the meanings assigned
to them in accordance with GAAP, on a basis consistent with the financial
statements referred to in Section 4.7 of this Agreement;


 


17

















 


(v)           all financial statements and other
financial information provided by the Borrower and each other member of the
Borrower Affiliated Group, to the Lender shall be provided with reference to
Dollars;


 


(vi)          all of the obligations of members of
the Borrower Affiliated Group under this Agreement and each other Loan Document
shall be the joint and several obligations of the Borrower and such other
members of the Borrower Affiliated Group; and


 


(vii)         this Agreement and the other Loan
Documents are the result of negotiation among, and have been reviewed by
counsel to, among others, the Borrower Affiliated Group and the Lender and are
the product of discussions and negotiations among all parties.  Accordingly, this Agreement and the other
Loan Documents are not intended to be construed against the Lender merely on
account of the Lender’s involvement in the preparation of such documents.


 


SECTION II


 


DESCRIPTION OF CREDIT


 


                2.  The Credit Facilities.


 


                2.1.  The Loans.


 


                (a)           Revolving Credit Loans.  Subject to the terms and conditions set forth
in this Agreement, the Lender agrees to lend to the Borrower and the Borrower
agrees to borrow (and may repay and reborrow) from time to time between the
Closing Date and the Revolving Credit Maturity Date, such amounts as are
requested by the Borrower up to a maximum aggregate principal amount
outstanding (after giving effect to all amounts requested) at any one time
equal to the Revolving Credit Commitment; provided, however, that
the maximum aggregate principal amount of all Revolving Loans outstanding
(after giving effect to the amounts requested), plus the aggregate
Stated Amount of Letters of Credit outstanding at such time, plus the
aggregate amount of all unreimbursed draws under outstanding Letters of Credit,
shall not at any time exceed the aggregate amount of the Revolving Credit
Commitment then in effect; and provided, further, that at the
time the Borrower requests a Revolving Loan and immediately after giving effect
to the making thereof, no Default or Event of Default has occurred and is
continuing.


 


                If the aggregate principal
amount of Revolving Loans outstanding at any time, plus the aggregate
Stated Amount of Letters of Credit outstanding at such time, plus the
aggregate amount of any unreimbursed draws under outstanding Letters of Credit
shall at any time exceed the Revolving Credit Commitment then in effect, the
Borrower shall immediately pay to the Lender the amount of such excess.  Failure to make such payment on demand shall
be an Event of Default hereunder.


 


18














 


(b)           Term Loan.  Subject to the terms and conditions set forth
in this Agreement, the Lender agrees to lend to the Borrower on the Closing
Date, and the Borrower agrees to borrow on such date and repay in accordance
with Section 2.13, an amount equal to $20,000,000.


 


(c)           Loan Account.  The Lender shall enter Revolving Loans and
advances made by the Lender to the Borrower pursuant to this Agreement
(including, without limitation, on account of the Term Loan and any Letters of
Credit) as debits in the Loan Account. 
The Lender shall also record in the Loan Account all payments made by
the Borrower on account of the Loans and may also record therein, in accordance
with customary accounting practices, other debits and credits, including
customary banking charges and all interest, fees, charges and expenses
chargeable to the Borrower under this Agreement.  The debit balance of the Loan Account shall
reflect the amount of the Borrower’s Obligations hereunder and shall be
considered correct absent manifest error.


 


2.2.  The Notes.


 


(a)           The Revolving Credit
Note.  The Revolving Loans shall be
evidenced by a Revolving Credit Note of the Borrower in or substantially in the
form of Exhibit A-1 hereto (the “Revolving Credit Note”), with
appropriate insertions.


 


(b)           The Term Note.  The Term Loan shall be evidenced by a Term
Note of the Borrower in or substantially in the form of Exhibit A-2
hereto (the “Term Note”), with appropriate insertions.


 


(c)           Note Schedules.  The Lender shall, and is hereby irrevocably
authorized by the Borrower to, enter on the schedule forming a part of its
Notes or otherwise in its records, appropriate notations evidencing the date
and the amount of each Loan, as applicable, the interest rate applicable
thereto and the date and amount of each payment of principal made by the
Borrower with respect thereto; and in the absence of manifest error, such
notations shall constitute conclusive evidence thereof.  The Lender is hereby irrevocably authorized
by the Borrower to attach to and make a part of its Notes a continuation of any
such schedule as and when required.  No
failure on the part of the Lender to make any notation as provided in this
subsection (c) shall in any way affect any Loan or the rights of the
Lender or the Obligations of the Borrower with respect thereto.


 


2.3.  Conversion.  Provided that no Default or Event of Default
shall have occurred and be continuing, and subject to and in accordance with
the provisions of Section 2.4(a), the Borrower may convert all or any part
(in integral multiples of $500,000) of any outstanding Loan into a Loan of the
other type provided for in this Agreement in the same aggregate principal
amount, on any Business Day (which, in the case of a conversion of a Eurodollar
Loan, shall be the last day of the Interest Period applicable to such
Eurodollar Loan).  The Borrower shall
give the Lender prior notice of each such conversion (which notice shall be
effective upon receipt) in accordance with Section 2.4.


 


19

















 


2.4.  Notice and Manner of Borrowing or
Conversion of Loans.


 


(a)           Whenever the Borrower
desires to obtain or continue a Loan hereunder or convert an outstanding Loan
into a Loan of the other type provided for in this Agreement, the Borrower
shall notify the Lender (which notice shall be irrevocable) by telecopy or
telephone received no later than 1:00 p.m. Boston, Massachusetts time on
the date on which the requested Loan is to be made or continued as or converted
to a Base Rate Loan, and received no later than 1:00 p.m. Boston,
Massachusetts time on the date 3 Business Days before the day on which the
requested Loan is to be made or continued as or converted to a Eurodollar Loan,
provided that no more than 6 Eurodollar Loans may be outstanding at any
one time.  Such notice by the Borrower
shall specify (i) the effective date and amount of each Loan to be
obtained, continued or converted (or portion thereof to be continued or
converted, as the case may be), subject to the limitations set forth in Section 2.1,
(ii) the interest rate option to be applicable thereto, and (iii) the
duration of the applicable Interest Period, if any (subject to the provisions
of the definition of Interest Period and Section 2.9).  Each Eurodollar Loan must be for an amount
equal to at least $500,000 and in additional increments of $100,000.  Each such notification by telephone pursuant
to Section 2.3 or this Section 2.4(a) (a “Notice of Borrowing or
Conversion”) shall be immediately followed by a written confirmation thereof by
the Borrower in substantially the form of Exhibit B hereto, provided
that if such written confirmation differs in any material respect from the
action taken by the Lender, the records of the Lender shall be conclusive
absent manifest error.


 


(b)           Subject to the terms
and conditions hereof, the Lender shall make each Loan on the effective date
specified therefor by crediting the amount of such Loan to the Borrower’s
demand deposit account with the Lender.


 


2.5.  Commitment Fee.  The Borrower shall pay to the Lender, from
the Closing Date through the Revolving Credit Maturity Date, a commitment fee
computed at the rate of .50% per annum calculated on the average daily amount,
during each fiscal quarter or portion thereof, of the unborrowed portion of the
Revolving Credit Commitment.  Commitment
fees shall be payable quarterly in arrears, on the last day of March, June, September and
December of each year beginning March 31, 2006, and on the Revolving
Credit Maturity Date.


 


2.6.  Letter of Credit Fees.  The Borrower shall pay to the Lender the fees
set forth in Section 2.19 in connection with Letters of Credit.


 


2.7.  Fee Letter.  The Borrower shall pay to the Lender fees in
the amounts and at the times outlined in the Fee Letter.


 


2.8.  Reduction of Revolving Credit Commitment.  The Borrower may from time to time by written
notice delivered to the Lender at least 5 Business Days prior to the date of
the requested reduction, reduce by a minimum amount of $500,000, and in
additional increments of $100,000, any unborrowed portion of the Revolving
Credit Commitment 


 


20

















 


then in effect.  No reduction of
the Revolving Credit Commitment shall be subject to reinstatement.


 


2.9.  Duration of Interest Periods.


 


(a)           Subject to the provisions
of the definition of Interest Period, the duration of each Interest Period
applicable to a Eurodollar Loan shall be as specified in the applicable Notice
of Borrowing or Conversion.  The Borrower
shall have the option to elect a subsequent Interest Period to be applicable to
such Loan by giving notice of such election to the Lender received no later
than 12:00 p.m. Boston, Massachusetts time on the date 3 Business Days
before the end of the then applicable Interest Period if such Loan is to be
continued as or converted to a Eurodollar Loan.


 


(b)           If the Lender does not
receive a notice of election of duration of an Interest Period for a Eurodollar
Loan pursuant to subsection (a) above within the applicable time limits
specified therein, or if, when such notice must be given, a Default or an Event
of Default exists, the Borrower shall be deemed to have elected to convert such
Loan in whole into a Base Rate Loan on the last day of the then current
Interest Period with respect thereto.


 


(c)           Notwithstanding the
foregoing, the Borrower may not select an Interest Period that would end, but
for the provisions of the definition of Interest Period, after the Revolving
Credit Maturity Date or the Term Loan Maturity Date, as the case may be.


 


2.10.  Interest Rates and Payments of Interest.


 


(a)           Each Revolving Loan,
and each portion of the Term Loan which is a Base Rate Loan, shall bear
interest on the outstanding principal amount thereof at a rate per annum equal
to the Base Rate plus the Applicable Base Rate Margin, which rate shall change
contemporaneously with any change in the Base Rate.  Such interest shall be payable on the last
day of any calendar quarter ending in March, June, September and December,
in which a Base Rate Loan is outstanding hereunder, and when such Loan is due
(whether at maturity, by reason of acceleration or otherwise).


 


(b)           Each Revolving Loan,
and each portion of the Term Loan which is a Eurodollar Loan, shall bear
interest on the outstanding principal amount thereof, for each Interest Period
applicable thereto, at a rate per annum equal to the Eurodollar Rate plus the
Applicable Eurodollar Margin.  Such
interest shall be payable for such Interest Period on the last day thereof and
when such Eurodollar Loan is due (whether at maturity, by reason of
acceleration or otherwise) and, if such Interest Period is longer than 3
months, at intervals of 3 months after the first day thereof.


 


(c)           For purposes of this Section 2.10,
with reference to Revolving Loans and the Term Loan (i) the “Applicable
Base Rate Margin” shall be equal to (A) from the Closing Date through the
fourth Business Day after the date on which the financial statements required
to be delivered pursuant to Section 5.1(b) for the first fiscal
quarter of 


 


21

















 


the Borrower following the Closing are delivered to the Lender, a
percentage equal to 0.75%, and (B) thereafter, the percentage determined
for each Rate Period by reference to Table 1 below, and (ii) the “Applicable
Eurodollar Margin” shall be equal to (A) from
the Closing Date through the fourth Business Day after the date on which
the financial statements required to be delivered pursuant to Section 5.1(b) for
the first fiscal quarter of the Borrower following the Closing are delivered to
the Lender, a percentage equal to 2.25%, and (B) thereafter, the
percentage determined for each Rate Period by reference to Table 1
below:


 


Table 1


 


Revolving Loans and the Term Loan


 




	
  Consolidated Total Funded

  Debt to EBITDA

  	
   

  	
  Applicable

  Base Rate

  Margin

  	
   

  	
  Applicable

  Eurodollar

  Margin

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  I)   greater than or equal
  to 1.75 to 1

  	
   

  	
  1.00

  	
  %

  	
  2.50

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  II)  less than 1.75 to 1 but
  greater than or equal to 1.35 to 1

  	
   

  	
  0.75

  	
  %

  	
  2.25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  III) less than 1.35 to 1 but greater
  than or equal to 1.00 to 1

  	
   

  	
  0.50

  	
  %

  	
  2.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  IV) less than 1.00 to 1 but greater
  than or equal to 0.75 to1

  	
   

  	
  0.50

  	
  %

  	
  1.8575

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  V)  less than 0.75 to 1 but
  greater than or equal to 0.50 to 1

  	
   

  	
  0.50

  	
  %

  	
  1.75

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  VI) less than 0.50 to 1

  	
   

  	
  0.00

  	
  %

  	
  1.50

  	
  %

  






 


For purposes of
determining the Applicable Base Rate Margin and the Applicable Eurodollar
Margin, the ratio of Consolidated Total Funded Debt to EBITDA will be tested
quarterly, commencing with the first fiscal quarter of the Borrower following
the Closing, based on the annual or quarterly financial statements required to
be delivered pursuant to Section 5.1(a) or 5.1(b), respectively.  For purposes of determining the interest rate
for any Rate Period hereunder, any interest rate change shall be effective five
(5) Business Days after the date on which the financial statements
required to be 


 


22

















 


delivered pursuant to Section 5.1(a) or Section 5.1(b) are
delivered to the Lender, together with a notice to the Lender (which shall be
verified by the Lender) specifying any change in the Applicable Base Rate
Margin and the Applicable Eurodollar Margin, and if the Borrower has failed to
deliver the financial statements required to be delivered by it pursuant to Section 5.1(a) or
Section 5.1(b), the Applicable Base Rate Margin and the Applicable
Eurodollar Margin that would otherwise be in effect for Revolving Loans and the
Term Loan shall automatically be deemed to be at Level I.


 


2.11.  Changed Circumstances.


 


(a)           In the event that:


 


(i)            on any date on which the Eurodollar Rate
would otherwise be set the Lender shall have determined in good faith (which
determination shall be final and conclusive) that adequate and fair means do
not exist for ascertaining the Eurodollar Rate, as the case may be, or


 


(ii)           at any time the Lender shall have determined
in good faith (which determination shall be final and conclusive) that:


 


(A)          the making or continuation of, or conversion
of any Loan to, a Eurodollar Loan has been made impracticable or unlawful by (1) the
occurrence of a contingency that materially and adversely affects the interbank
eurodollar market or (2) compliance by the Lender with any applicable law
or governmental regulation, guideline or order or interpretation or change
thereof by any governmental authority charged with the interpretation or
administration thereof or with any request or directive of any such
governmental authority (whether or not having the force of law); or


 


(B)           the Eurodollar Rate shall no longer
represent the effective cost to the Lender for United States dollar deposits in
the interbank eurodollar market;


 


then, and in any such event, the Lender shall promptly so notify the
Borrower thereof in writing.  Until the
Lender notifies the Borrower that the circumstances giving rise to such notice
no longer apply, the Lender’s obligation to allow selection by the Borrower of
the type of Loan affected by the contingencies described in this Section 2.11(a) (herein
called “Affected Loans”) shall be suspended.  If at the time the Lender so notifies the
Borrower, the Borrower has previously given the Lender a Notice of Borrowing or
Conversion with respect to one or more Affected Loans but such Loans have not
yet gone into effect, the Borrower shall have been deemed to have requested
that such Loans be made or converted, as applicable, to Base Rate Loans.


 


Upon such date
as shall be specified in such notice from the Lender (which shall not be
earlier than the date such notice is given) the Borrower shall, with respect to
the 


 


23

















 


outstanding Affected Loans, be deemed to have converted such Affected
Loans to Base Rate Loans, but shall remain obligated to pay any amounts
required to be paid pursuant to Section 2.16.


 


(b)           In case any law,
regulation, treaty or official directive or the interpretation or application
thereof by any court or by any governmental authority charged with the
administration thereof or the compliance with any guideline or request of any
central bank or other governmental authority (whether or not having the force
of law), in each case, effective after the date hereof:


 


(i)            subjects the Lender to any Tax with respect
to payments of principal or interest or any other amounts payable hereunder by
the Borrower or otherwise with respect to the transactions contemplated hereby
(except for Taxes imposed by way of withholding or deduction, which shall be
governed solely and exclusively by Sections 2.21 and 2.22), or


 


(ii)           imposes, modifies or deems applicable any
deposit insurance, reserve, special deposit or similar requirement against
assets held by, or deposits in or for the account of, or loans by, the Lender
(other than such requirements as are already included in the determination of
the Eurodollar Rate), or


 


(iii)          imposes upon the Lender any other condition
with respect to its performance under this Agreement or any other Loan
Document,


 


and the result of any of the foregoing is to increase the cost to the
Lender, reduce the income receivable by the Lender or impose any expense upon
the Lender with respect to any Loans or any payments made under or with respect
to the Letters of Credit, the Lender shall promptly notify the Borrower
thereof.  The Borrower agrees to pay to
the Lender the amount of such increase in cost, reduction in income or
additional expense as and when such cost, reduction or expense is incurred or
determined, upon presentation by the Lender of a written statement of such
amount and setting forth in reasonable detail the Lender’s calculation thereof,
which statement shall be deemed true and correct absent manifest error.  Notwithstanding anything to the contrary in
this Section, the Borrower shall not be required to compensate the Lender
pursuant to this Section for any amounts incurred more than 180 days prior
to the date that the Lender notifies the Borrower of the Lender’s intention to
claim compensation therefor; provided that, if the circumstances giving
rise to such claim have a retroactive effect, then such 180 day period shall be
extended to include the period of such retroactive effect.


 


2.12.  Capital Requirements.  If after the date hereof the Lender
determines that (i) the adoption of or change in any law, rule, regulation
or guideline regarding capital requirements for banks or bank holding
companies, or any change in the interpretation or application thereof by any
governmental authority charged with the administration thereof, or (ii) compliance
by the Lender with any guideline, request or directive of any such entity
regarding capital adequacy (whether or not having the force of law), has the 


 


24

















 


effect of reducing the return on the Lender’s capital as a consequence
of the Lender’s commitment to make Loans hereunder to a level below that which
the Lender could have achieved but for such adoption, change or compliance
(taking into consideration the Lender’s then existing policies with respect to
capital adequacy and assuming the full utilization of such entity’s capital) by
any amount deemed by the Lender to be material, then the Lender shall promptly
notify the Borrower thereof.  The
Borrower agrees to pay to the Lender the amount of such reduction of capital as
and when such reduction is determined, upon presentation by the Lender of a written
statement in the amount and setting forth in reasonable detail the Lender’s
calculation thereof, which statement shall be deemed true and correct absent
manifest error.  In determining such
amount, the Lender may use any reasonable averaging and attribution
methods.  Notwithstanding anything to the
contrary in this Section, the Borrower shall not be required to compensate the
Lender pursuant to this Section for any amounts incurred more than 180
days prior to the date that the Lender notifies the Borrower of the Lender’s
intention to claim compensation therefor; provided that, if the
circumstances giving rise to such claim have a retroactive effect, then such
180 day period shall be extended to include the period of such retroactive
effect.


 


2.13.  Payments and Prepayments of the Loans.


 


(a)           The entire principal of
the Revolving Credit Notes shall be absolutely due and payable by the Borrower
to the Lender on the Revolving Credit Maturity Date.  All of the other Indebtedness evidenced by
the Revolving Credit Notes shall, if not sooner paid, also be absolutely due
and payable by the Borrower to the Lender on the Revolving Credit Maturity
Date.


 


(b)           The entire principal of
the Term Note shall be payable by the Borrower to the Lender in 20 consecutive
quarterly installments of principal. 
Such quarterly installments of principal shall be payable on the
installment payment dates, and shall be in the amounts, set forth below:


 




	
  Installment

  	
   

  	
  Aggregate Amount

  
	
  Payment Date

  	
   

  	
  of Payment

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/06

  	
   

  	
  $

  	
  500,000

  
	
  06/30/06

  	
   

  	
  $

  	
  500,000

  
	
  09/30/06

  	
   

  	
  $

  	
  500,000

  
	
  12/31/06

  	
   

  	
  $

  	
  500,000

  
	
  03/31/07

  	
   

  	
  $

  	
  500,000

  
	
  06/30/07

  	
   

  	
  $

  	
  500,000

  
	
  09/30/07

  	
   

  	
  $

  	
  500,000

  
	
  12/31/07

  	
   

  	
  $

  	
  500,000

  
	
  03/31/08

  	
   

  	
  $

  	
  750,000

  
	
  06/30/08

  	
   

  	
  $

  	
  750,000

  
	
  09/30/08

  	
   

  	
  $

  	
  750,000

  
	
  12/31/08

  	
   

  	
  $

  	
  750,000

  






 


25

















 




	
  03/31/09

  	
   

  	
  $

  	
  1,250,000

  
	
  06/30/09

  	
   

  	
  $

  	
  1,250,000

  
	
  09/30/09

  	
   

  	
  $

  	
  1,250,000

  
	
  12/31/09

  	
   

  	
  $

  	
  1,250,000

  
	
  03/31/10

  	
   

  	
  $

  	
  1,250,000

  
	
  06/30/10

  	
   

  	
  $

  	
  1,250,000

  
	
  09/30/10

  	
   

  	
  $

  	
  1,250,000

  
	
  12/31/10

  	
   

  	
  $

  	
  4,250,000

  






 


All of the indebtedness evidenced by the Term Note shall, if not sooner
paid, be in any event absolutely and unconditionally due and payable in full by
the Borrower to the Lender on the Term Loan Maturity Date.


 


(c)           Revolving Loans that
are Base Rate Loans may be voluntarily prepaid at any time, without premium or
penalty.  Subject to the provisions of Section 2.16,
Revolving Loans that are Eurodollar Loans may be voluntarily prepaid at any
time, without premium or penalty, upon 3 Business Days’ prior written notice to
the Lender. Any interest accrued on the amounts so prepaid to the date of such
payment must be paid at the time of any such payment.  No prepayment of the Revolving Loans prior to
the Revolving Credit Maturity Date shall affect the Total Commitment or impair
the Borrower’s right to borrow as set forth in Section 2.l.  Partial prepayments of the Revolving Loans
shall be in an amount equal to $100,000 or an integral multiple thereof.


 


(d)           Subject to the
provisions of Section 2.16, the Term Loan may be voluntarily prepaid at
any time, in whole or in part, without premium or penalty, upon 3 Business Days’
prior written notice to the Lender, provided that interest accrued on
the amounts so paid to the date of such payment must be paid at the time of any
such payment.  Partial prepayments of the
Term Loan shall be in an amount equal to $100,000 or an integral multiple
thereof. Such voluntary prepayments of the Term Loan shall then be applied to
the outstanding installments of principal due under the Term Loan in a manner
to be notified to the Lender by the Borrower, until the Term Loan has been paid
in full.


 


(e)           The Borrower shall be
required to make mandatory prepayments of the Loans as set forth below (each a “Mandatory
Prepayment”), such payments being due and payable on the day on which any Net
Proceeds become payable with respect to clauses (i) through (iv) below,
and 120 days after the end of the applicable fiscal year, commencing with the
fiscal year ending on or about December 31, 2006 with respect to clause (v) below:


 


(i)            to the extent such Net Proceeds are not
reinvested in the Borrower within 180 days after the receipt thereof, an amount
equal to 100% of the Net Proceeds received by the Borrower or any other member
of the Borrower Affiliated Group from the sale or other disposition of any of
its respective assets, except for sales of assets having an 


 


26

















 


aggregate purchase price of not more than $500,000 in any fiscal year, provided
that all such sales are made at fair market value;


 


(ii)           to the extent such Net Proceeds are not
reinvested in the Borrower within 180 days after the receipt thereof, an amount
equal to 100% of the proceeds of insurance received by the Borrower, any other
member of the Borrower Affiliated Group or the Lender;


 


(iii)          an amount equal to 100% of the Net Proceeds
received from the incurrence of any Indebtedness for borrowed money;


 


(iv)          an amount equal to 100% of the Net Proceeds
received from the sale of any Equity Securities by the Borrower, except for
Equity Securities issued to employees in connection with an employee benefit or
option plan adopted by the Board of Directors of the Borrower; and


 


(v)           for each fiscal year of the Borrower
Affiliated Group in which (A) the aggregate amount of the Loans plus the
Stated Amount of Letters of Credit outstanding as of the last day of the fiscal
year exceeds (B) the aggregate amount of cash, Cash Equivalents and
Accounts Receivable of the Borrower Affiliated Group as of the last day of the
fiscal year, an amount equal to 25% of the Excess Cash Flow of the Borrower
Affiliated Group for such fiscal year, all as evidenced by the financial
statements required to be delivered pursuant to Section 5.1(a).


 


Mandatory Prepayments shall be applied to the outstanding installments
of principal due under the Term Loan on a pro  rata basis, until
the Term Loan has been paid in full. 
Mandatory Prepayments of Base Rate Loans shall be made without any
premium or penalty.  Mandatory
Prepayments of Eurodollar Loans shall be made subject to the provisions of Section 2.16,
provided that, if no Default or Event of Default has occurred, the
Borrower shall be permitted to make any such Mandatory Prepayment that is due
prior to the end of an Interest Period to a cash collateral account established
and controlled by the Lender.  Any such
amounts will be held in such cash collateral account until the end of the
applicable Interest Period and then applied to the Term Loan as described in
this clause (f), and such payment of the Term Loan shall be deemed made at the
end of such Interest Period for purposes of Section 2.16.


 


2.14.  Method of Payment.  Subject to Sections 2.21 and 2.22, all
payments and prepayments of principal and all payments of interest and other
amounts shall be made by the Borrower to the Lender, at 100 Federal Street,
Boston, Massachusetts  02110, in
immediately available funds, at or before 1:00 p.m. (Boston, Massachusetts
time) on the due date thereof, free and clear of, and without any deduction or
withholding for, any taxes (excluding any taxes imposed on the net income of
the Lender) or other payments.  The
Borrower authorizes the Lender, in the Lender’s sole discretion, to charge to
any 


 


27

















 


deposit account which the Borrower may maintain with the Lender, the
principal, interest, fees, charges, taxes and expenses provided for in this
Agreement or any other document executed and delivered in connection herewith,
or to advance to the Borrower and to charge to it as a Revolving Loan a sum
sufficient to pay such principal, interest, fees, charges, taxes and expenses,
with advice thereafter sent to the Borrower in accordance with the Lender’s
customary practice.


 


2.15.  Default Rate Interest, Etc.


 


(a)           After and during the
continuance of any Default or Event of Default, all amounts outstanding
hereunder or under any other Loan Document (including, without limitation, all
principal, interest and fees outstanding) shall, at the option of the Lender,
bear interest from and including the due date thereof until paid, compounded
daily and payable on demand, at a rate per annum equal to 2% above the rate
then applicable to Base Rate Loans (including the Applicable Base Rate Margin).


 


(b)           After and during the
continuance of any Default or Event of Default, the Letter of Credit fees
payable under Section 2.19 shall, at the option of the Lender, be
increased to a rate per annum equal to 2% above the rate applicable thereto
prior to the occurrence thereof.


 


2.16.  Payments Not at End of Interest Period.  If the Borrower for any reason makes any
payment of principal with respect to any Eurodollar Loan on any day other than
the last day of an Interest Period applicable to such Eurodollar Loan, or fails
to borrow or continue or convert to a Eurodollar Loan after giving a Notice of
Borrowing or Conversion pursuant to Section 2.4 (unless such failure
results from the Lender’s gross negligence or willful misconduct), the Borrower
shall pay to the Lender an amount computed pursuant to the following formula:


 




	
  L =

  	
  (R - T) x P x D

  
	
   

  	
  360

  






 


L =          amount payable to the
Lender


R =          interest rate on such
Loan


T =          effective interest rate per annum at which
any readily marketable bond or other obligation of the United States, selected
in the Lender’s reasonable discretion, maturing on or near the last day of the
then applicable Interest Period of such Loan and in approximately the same
amount as such Loan can be purchased by the Lender on the day of such payment
of principal or failure to borrow or continue or convert


P =          the amount of principal prepaid or the amount
of the requested Loan


D =          the number of days remaining in the Interest
Period as of the date of such payment or the number of days of the requested
Interest Period


 


28

















 


The Borrower shall pay such amount upon presentation by the Lender of a
statement setting forth the amount and the Lender’s calculation thereof (in
reasonable detail) pursuant hereto, which statement shall be deemed true and
correct absent manifest error.


 


2.17.  Computation of Interest and Fees; Maximum
Interest.  Interest and all fees
payable hereunder on account of Loans shall be computed daily on the basis of a
year of 360 days with respect to Eurodollar Loans and 365 (or 366, as the case
may be) days with respect to Base Rate Loans and fees due hereunder, and for
the actual number of days elapsed.  If
the due date for any payment of principal is extended by operation of law,
interest shall be payable for such extended time.  If any payment required by this Agreement
becomes due on a day that is not a Business Day such payment may be made on the
next succeeding Business Day (subject to clause (i) of the definition of
Interest Period), and such extension shall be included in computing interest in
connection with such payment. 
Notwithstanding any other term of this Agreement, the Notes or any other
document referred to herein or therein, the maximum amount of interest which
may be charged to or collected from any person liable hereunder or under any
Notes by the Lender shall be absolutely limited to, and shall in no event
exceed, the maximum amount of interest which could lawfully be charged or
collected under applicable law (including, to the extent applicable, the
provisions of Section 5197 of the Revised Statutes of the United States of
America, as amended, 12 U.S.C. Section 85, as amended), so that the
maximum of all amounts constituting interest under applicable law, howsoever
computed, shall never exceed as to any Person liable therefor such lawful maximum,
and any term of this Agreement, the Notes, the Letter of Credit applications,
or any other document referred to herein or therein which could be construed as
providing for interest in excess of such lawful maximum shall be and hereby is
made expressly subject to and modified by the provisions of this paragraph.


 


2.18.  Letters of Credit.  In addition, upon the terms and subject to
the conditions of this Agreement, and in reliance upon the representations,
warranties and covenants of the Borrower made herein, the Lender agrees to
issue, to the extent permitted by law and the Uniform Custom Practices of the
International Chamber of Commerce governing Letters of Credit (Publication No. 500
or any successor thereto), one or more Letters of Credit on the application and
for the account of the Borrower, during the period from the Closing Date to 30
days prior to the Revolving Credit Maturity Date; provided that the
Stated Amount of Letters of Credit outstanding at any time, plus the
aggregate amount of all unreimbursed draws under such outstanding Letters of
Credit, shall not at any time (i) exceed $5,000,000 in the aggregate, or (ii) when
added to the then outstanding amount of Revolving Loans at such time, exceed
the Revolving Credit Commitment then in effect; and provided, further
that at the time the Borrower requests the issuance of a Letter of Credit and
after giving effect to the issuance thereof, there has not occurred and is not
continuing a Default or an Event of Default. 
It is understood and agreed by the parties hereto that amounts drawn
under such Letters of Credit shall become immediately due and payable by the
Borrower to the Lender and shall bear interest at the rate then applicable to
Revolving Loans that are Base Rate Loans, and, if not paid forthwith, shall, at
the option of the Lender, be added to the Loan Account as Revolving Loans and
shall be immediately due and payable upon the Revolving Credit Maturity Date
(or, if earlier, 


 


29

















 


upon acceleration of the Loans). In addition, all Letters of Credit
shall, unless the Lender otherwise agrees in writing, have a stated expiration
date not to exceed one year and shall, in any event, expire not later than 15
days prior to the Revolving Credit Maturity Date.


 


In order to evidence such Letters of Credit, the Borrower shall enter
into, with the Lender, such agreements and execute such customary instruments
and documents as the Lender reasonably requires, including, but not limited to,
a letter of credit application and agreement.


 


2.19.        Letter of Credit Fees.  A Letter of Credit fee shall be payable to
the Lender with respect to each standby Letter of Credit, quarterly in arrears
on each March 31, June 30, September 30 and December 31, at
a rate per annum equal to the Applicable Eurodollar Margin applicable to
Revolving Loans then in effect multiplied by the face amount of such Letter of
Credit, along with such documentary processing and other fees as are
customarily charged by the Lender on standby Letters of Credit (including,
without limitation, an administration fee equal to .125% multiplied by the face
amount of such Letter of Credit payable on the issuance thereof).


 


2.20.  Interdependence of Borrower and Guarantors.  In order to induce the Lender to enter into
this Agreement and the other Loan Documents to which it is a party, and grant
the Loans hereunder and issue the Letters of Credit, the Borrower and each
Guarantor hereby jointly and severally represent and warrant that:


 


(i)  the
business of each of the Borrower and each Guarantor shall benefit from the
successful performance of the business of each of the other, and of the
Borrower and the Guarantors taken as a whole;


 


(ii)  the
Borrower and each Guarantor has cooperated to the extent necessary and shall
continue to cooperate with each other to the extent necessary in the
development and conduct of each other’s business, and shall to the extent
necessary share and participate in the formulation of methods of operation,
distribution, leasing, inventory control, and other similar business matters
essential to the Borrower’s and each Guarantor’s business;


 


(iii) 
the failure of the Borrower or any Guarantor to cooperate with all other of
them in the conduct of their respective businesses shall have an adverse impact
on the business of each of them, and the failure of the Borrower or any
Guarantor to associate or cooperate with all other of them is reasonably likely
to impair the goodwill of such others and of the Borrower and the Guarantors
taken as a whole; and


 


(iv)  the
Borrower and each Guarantor is accepting joint and several liability for the
Obligations and represents and warrants that the financial accommodations being
provided hereby are for the mutual benefit, directly and indirectly, of the
Borrower and each Guarantor.


 


30














 


2.21.  Withholding Taxes.  If the Borrower shall be required by
applicable law to withhold or deduct any Taxes from or in respect of any sum
payable under this Agreement or any of the Loan Documents to the Lender, any
assignee of the Lender or any Participant (each, a “Payee”), (a) the sum
payable to such Payee shall be increased as may be necessary so that, after
making all required withholding or deductions, the applicable Payee receives an
amount equal to the sum it would have received had no such withholding or
deductions been made (the “Gross-Up Payment”), (b) the Borrower shall make
such withholding or deductions, and (c) the Borrower shall pay the full
amount withheld or deducted to the relevant taxation authority or other
authority in accordance with applicable law. 
Notwithstanding the foregoing, the Borrower shall not be obligated to
make any portion of the Gross-Up Payment that is attributable to any
withholding or deductions that would not have been paid or claimed had the
applicable Payee properly claimed an exemption with respect thereto pursuant to
Section 2.22.


 


2.22.  Withholding Tax Exemption.


 


(a)           Each Payee shall
furnish from time to time to the Borrower or to such other Person(s) as
the Borrower may designate, such forms, certificates and documentation
(including Internal Revenue Service Forms W-8 and W-9) that the Payee is
legally entitled to furnish and as may be necessary or appropriate to obtain
any reduction of or exemption from any withholding or other tax imposed by any
governmental authority on payments made under this Agreement or any Loan
Document (any such form, certificate and documentation, a “Withholding
Certificate”).


 


(b)           Each Payee required to
deliver to the Borrower a valid Withholding Certificate pursuant to Section 2.22(a) shall
deliver such valid Withholding Certificate as follows:  (A) each Payee which is a party hereto
on the Closing Date shall deliver such valid Withholding Certificate at least
five Business Days prior to the first date on which any interest or fees are
payable by the Borrower hereunder for the account of such Payee; and (B) each
Payee becoming a Payee as a result of an assignment shall deliver such valid
Withholding Certificate at least five Business Days before the effective date
of such assignment.  Each Payee shall
deliver to the Borrower additional Withholding Certificates (or successor
forms) on or before the date that such Withholding Certificate expires or
becomes obsolete or after the occurrence of any event requiring a change in the
most recent Withholding Certificate so delivered by it, and such amendments
thereto or extensions or renewals thereof as may be reasonably requested by the
Borrower.


 


2.23.  Non-U.S. Subsidiaries.


 


Notwithstanding
any provision of any Loan Document to the contrary (including any provision
that would otherwise apply notwithstanding other provisions or that is the
beneficiary of other overriding language), (i) no more than 65% of the
voting interests in or of any Subsidiary incorporated under the Laws of a
jurisdiction other than the United States (a “Non-U.S. Subsidiary”) shall be
pledged or similarly hypothecated to guarantee or support any Obligation of the
Borrower, (ii) no Non-U.S. Subsidiary shall guarantee or support any
Obligation of the Borrower, and (iii) no security or similar interest
shall be 


 


31

















 


granted in the assets of any Non-U.S. Subsidiary, which security or
similar interest guarantees or supports any Obligation of the Borrower.  The parties agree that any pledge, guaranty
or security or similar interest made or granted in contravention of this Section 2.23
shall be void ab initio.


 


SECTION III


 


CONDITIONS OF
LOANS


 


3.1.  Conditions Precedent to Term Loan, Initial
Revolving Loan and Initial Letter of Credit.  The obligation of the Lender to make the Term
Loan and the initial Revolving Loan, and of the Lender to issue any Letter of
Credit, on the Closing Date, is subject to the fulfillment on the Closing Date
of each of the following conditions precedent:


 


3.1.1. 
Loan Documents, Ancillary Documents, Etc.


 


(i)            Each of (A) the
Loan Documents and (B) the Ancillary Documents, shall have been duly and
properly authorized, executed and delivered by the respective parties thereto
and shall be in full force and effect on and as of the Closing Date.


 


(ii)           Executed original
counterparts of each of the Loan Documents and copies of each of the Ancillary
Documents and the Material Contracts, as executed and delivered by the
respective parties thereto, shall have been furnished to the Lender.


 


3.1.2. 
Legality of Transactions. 
No change in applicable law or regulation shall have occurred as a
consequence of which it shall have become and continue to be unlawful (i) for
the Lender to perform any of its agreements or obligations under any of the
Loan Documents to which it is a party on the Closing Date, or (ii) for the
TA Lender, TA Equity, the Borrower, or any other member of the Borrower
Affiliated Group to perform any of its agreements or obligations under any of
the Loan Documents or Ancillary Documents to which it is a party on the Closing
Date.


 


3.1.3. 
Representations and Warranties. 
Each of the representations and warranties made by or on behalf of the
Borrower or any other member of the Borrower Affiliated Group to the Lender in
this Agreement and the other Loan Documents shall be true and correct when
made, shall, for all purposes of this Agreement, be deemed to be repeated on
and as of the Closing Date, and shall be true and correct on and as of such
date.


 


3.1.4. 
Performance, Consents, No Defaults, Litigation, Etc.  Each of the TA Lender, TA Equity, the
Borrower, and each other member of the Borrower Affiliated Group shall have
duly and properly performed, complied with and observed each of its covenants,
agreements and obligations contained in any of the Loan Documents and Ancillary
Documents to which it is a party or by which it is bound which are required to 


 


32

















 


be performed on the Closing Date. 
All necessary consents and/or waivers in connection with the
consummation of the Recapitalization Transaction and the transactions
contemplated by the Loan Documents shall have been obtained by the Borrower or
other applicable party and copies thereof shall have been delivered to the
Lender.  No event shall have occurred on
or prior to the Closing Date and be continuing on such Closing Date, and no
condition shall exist on such Closing Date, which constitutes a Default or an
Event of  Default.  No litigation or other proceeding shall be
continuing, or pending or threatened in writing, which could reasonably be
expected to have a Material Adverse Effect.


 


3.1.5. 
Certified Copies of Organizational Documents.  The Lender shall have received from each of
the Borrower and the other members of the Borrower Affiliated Group a copy,
certified by a duly authorized officer of each of the Borrower and such other
members of the Borrower Affiliated Group to be true and complete on the Closing
Date, of (i) its charter or other incorporation documents, as in effect on
such date of certification, certified by the Secretary of State of its
jurisdiction of incorporation (or jurisdictional equivalent), and (ii) its
by-laws or other governance documents as in effect on such date.


 


3.1.6. 
Proof of Entity Action. 
The Lender shall have received from the Borrower and each Guarantor a
copy, certified by a duly authorized officer of each of the Borrower and such
Guarantor to be true and complete on the Closing Date, of records of all
corporate, limited liability company and partnership action, as applicable,
taken by each of the Borrower and such Guarantor to authorize, as applicable (i) its
execution and delivery of the Loan Documents and the Ancillary Documents to
which it is or is to become a party, (ii) its performance of all of its
agreements and obligation under each of such documents, and (iii) the
borrowings, granting of security and other transactions contemplated by this
Agreement and the other Loan Documents.


 


3.1.7. 
Incumbency Certificate. 
The Lender shall have received from the Borrower and each Guarantor an
incumbency certificate, dated the Closing Date and signed by the duly
authorized officers of each of the Borrower and such Guarantor, and giving the
name and bearing a specimen signature of each individual who shall be
authorized, as applicable:  (i) to
sign, in the name and on behalf of each of the Borrower and such Guarantor,
each of the Loan Documents and each of the Ancillary Documents to which it is
or is to become a party; (ii) to make application for the Loans or
conversion thereof; and (iii) to give notices to take other action on its
behalf under the Loan Documents.


 


3.1.8. 
Proceedings and Documents. 
All corporate, governmental and other proceedings in connection with the
transactions contemplated by the Loan Documents, the Ancillary Documents and
all instruments and documents incidental thereto, shall be in form and
substance reasonably satisfactory to the Lender, and the Lender shall have
received all such counterpart originals or certified or other copies of all
such instruments and documents as the Lender shall have reasonably requested.


 


33

















 


3.1.9. 
Good Standing, Etc.  The
Lender shall have received a long-form certificate of the Secretary of State of
the respective jurisdictions of incorporation (or jurisdictional equivalent) of
each of the Borrower and each other member of the Borrower Affiliated Group as
to each of the Borrower’s and such other member of the Borrower Affiliated
Group’s legal existence and good standing in such state and listing all
documents on file in the office of said Secretary of State.  The Lender shall also have received
certificates of qualification to do business from any jurisdictions in which
each of the Borrower and each other member of the Borrower Affiliated Group is
required to be qualified, except to the extent failure to do so could not
reasonably be expected to result in a Material Adverse Effect.


 


3.1.10. 
Fees.  The Borrower shall
have complied with its obligations under Section 2.7 to pay the fees
described in the Fee Letter, and, if any, the Letter of Credit fees described
in Section 2.19, and all reasonable legal fees and expenses and collateral
examination fees and other fees and expenses incurred by the Lender in
connection with the consummation of the transactions contemplated by this
Agreement.


 


3.1.11. 
Legal Opinions.  The Lender
shall have received a written legal opinion, addressed to the Lender, dated the
Closing Date, from Goodwin Procter LLP, counsel to the Borrower and each other
member of the Borrower Affiliated Group, in form and substance satisfactory to
the Lender.  The Lender shall have also
received copies of all of the legal opinions delivered in connection with the
Recapitalization Transaction, and shall have received satisfactory reliance
letters in connection therewith entitling the Lender to rely on each thereof.


 


3.1.12. 
Due Diligence; Financial Condition.  The Lender shall have completed its legal,
business and accounting due diligence on the Borrower and the other members of
the Borrower Affiliated Group and in connection with the Recapitalization
Transaction.  The Lender shall have
received and reviewed the following financial statements (including the notes thereto)
of the Borrower Affiliated Group:  (i) the
Consolidated and Consolidating balance sheet of the Borrower Affiliated Group
as of December 31, 2004 and the related Consolidated and Consolidating
statements of income, changes in stockholders’ equity and cash flow of the
Borrower Affiliated Group for the fiscal years then ended, and related
footnotes, audited and certified by PricewaterhouseCoopers LLP, (ii) the
unaudited balance sheet and statement of income of the Borrower Affiliated
Group as of the fiscal quarter ended September 30, 2005, prepared in
accordance with GAAP subject, however, to normal, year-end audit adjustments
that shall not in the aggregate be materially adverse, and (iii) an
opening pro  forma balance sheet, prepared on a Consolidated and
Consolidating basis in accordance with GAAP, assuming the Loans to be made on
the Closing Date had been made and the Recapitalization Transaction had been
consummated.  The Lender shall be
satisfied that there has been no material adverse change in the financial
condition, business, or results of operations of the Borrower Affiliated Group
taken as a whole since the most recent financial statements referred to in Section 4.7.


 


34

















 


3.1.13. 
Security Documents; U.C.C. Search Reports; Insurance; Patents,
Trademarks and Copyrights.  The
Security Documents and the appropriate financing statements (in the name of the
Borrower and each Guarantor) and other documents in respect thereto and
necessary to enable the Lender to perfect a legal, valid and enforceable
first-priority security interest thereunder, shall have been duly executed by
each of the Borrower and such Guarantors, and filed or recorded, as applicable,
in all appropriate filing offices or other locations necessary for the
perfection of such first-priority interests, and all other actions necessary
for the perfection of such interests (other than with respect to motor
vehicles) shall have been completed.  The
Lender shall have received reports concerning the results of searches of the
Patent and Trademark Office, the Copyright Office and Uniform Commercial Code
filing offices for the Borrower and each Guarantor in each jurisdiction or
organization and each jurisdiction where Collateral or other assets have been
located since February 1, 2000, in each case made no more than 20 days
prior to the Closing Date.  The Lender
shall have received the original stock, membership interest and partnership
interest certificates, as applicable, together with stock, membership interest
and partnership interest powers, as applicable, endorsed in blank, for all of
the issued and outstanding shares, membership interests and partnership
interests pledged pursuant to the Pledge Agreements.  The Lender shall have received reasonably
satisfactory evidence that liability (including umbrella) insurance, casualty
insurance and business interruption insurance, including any insurance as is
required by the Security Documents to be in effect in respect of all real and
personal property and fixtures, of each of the Borrower and each Guarantor is
in effect and the interest of the Lender as loss payee and additional insured,
as the case may be, has been duly endorsed upon all instruments of insurance
issued in respect of such property and in respect of liability.  All such insurance shall provide for 15 days’
advance written notice to the Lender of any cancellation or material
modification thereof.  The Lender shall
also have received signed Landlord Waivers for each location leased by the
Borrower or any Guarantor where books and records are located, each in form and
substance reasonably satisfactory to the Lender.


 


3.1.14. 
Solvency.  The Lender shall
have received reasonably satisfactory evidence that the Borrower and the other
members of the Borrower Affiliated Group, taken as a whole, are solvent, and
will be solvent, after giving effect to the Recapitalization Transaction and
the Loans to be made and the Letters of Credit to be issued hereunder on the
Closing Date.


 


3.1.15. 
Consummation of Corporate Transactions.  The Recapitalization Transaction shall have
been completed and become effective as of the Closing Date upon the respective
terms set forth in the Ancillary Documents (in the form delivered to and
approved by the Lender), and the Recapitalization Transaction shall have been
consummated pursuant to the Ancillary Documents, without recourse to any
provision of said Ancillary Documents permitting the waiver by any party
thereto of any material condition, obligation, covenant or other requirement,
or amendment to any such material condition, obligation, covenant or other
requirement, without the Lender’s prior written consent.  The Lender must be reasonably satisfied in
all respects with the Ancillary Documents and the terms of the Recapitalization
Transaction must be reasonably 


 


35

















 


acceptable to the Lender (including, without limitation, that the total
(fees and expenses thereof shall not exceed $2,000,000 in the aggregate).  Upon consummation of the Recapitalization
Transaction, (i) TA Equity shall have invested at least $45,000,000 of new
cash equity in Holdco, which shall have been contributed to the Borrower as
part of the Merger Transaction, (ii) the TA Lender shall have loaned to
the Borrower an aggregate of at least $20,000,000 pursuant to the Subordinated
Debt Documents, and (iii) TA Equity shall own at least 68% of the issued
and outstanding capital stock of the Borrower. 
The Borrower shall have entered into employment and non-competition
agreements with each of Coleman Fung and Kevin Hesselbirg in form and substance
reasonably satisfactory to the Lender, and copies of each thereof shall have
been delivered to the Lender.  A fairness
opinion rendered by Bank of New York in connection with the Recapitalization
Transaction shall have been delivered to the Borrower’s Board of Directors
prior to the consummation thereof.


 


3.1.16. 
Payoff and Release. 
Arrangements reasonably satisfactory to the Lender shall have been made
by the Borrower and the Lender with respect to the repayment in full of all
debt owing by the Borrower to Bank of America, N.A.


 


3.1.17. 
Compliance Certificate. 
The Lender shall have received from the Borrower a compliance
certificate, in form and substance satisfactory to the Lender, evidencing pro
forma compliance with the financial covenants set forth herein,
determined in accordance with GAAP and after giving effect to the
Recapitalization Transaction and the Loans to be made and Letters of Credit to
be issued on the Closing Date.


 


3.1.18. 
Material Adverse Effect. 
No event shall have occurred or condition shall exist not disclosed in
the December 31, 2004 audited financial statements of the Borrower
delivered to the Lender that could reasonably be expected to have a Material
Adverse Effect.


 


3.2.  Conditions Precedent to all Loans and
Letters of Credit.  The obligation of
the Lender to make each Loan and to issue each Letter of Credit, including the
initial Loan, or continue or convert Loans to Loans of the other type, is
further subject to the following conditions:


 


(a)           timely receipt by the
Lender of the Notice of Borrowing or Conversion as provided in Section 2.4;


 


(b)           the representations and
warranties contained in Section IV shall be true and accurate on and as of
the Closing Date, and shall be true and accurate in all material respects on
and as of the date of any such Notice of Borrowing or Conversion delivered
after the Closing Date and on the effective date of the making, continuation or
conversion of each Loan as though made at and as of each such date (except to
the extent that such representations and warranties expressly relate to an
earlier date), and no Default or Event of Default shall have occurred and be
continuing, or would result from such Loan;


 


36

















 


(c)           the resolutions
referred to in Section 3.1.6 shall remain in full force and effect; and


 


(d)           no change shall have
occurred in any law or regulation or interpretation thereof that, in the
opinion of counsel for the Lender, would make it illegal or against the policy
of any governmental agency or authority for the Lender to make Loans hereunder.


 


The making of
each Loan shall be deemed to be a representation and warranty by the Borrower
on the date of the making, continuation or conversion of such Loan as to the
accuracy of the facts referred to in subsection (b) of this Section 3.2.


 


SECTION IV


 


REPRESENTATIONS
AND WARRANTIES


 


In order to
induce the Lender to enter into this Agreement and to make Loans and issue
Letters of Credit hereunder, the Borrower, and to the extent referred to
therein, each other member of the Borrower Affiliated Group, represents and
warrants to the Lender that:


 


4.1.  Organization and
Qualification.  The Borrower and each
other member of the Borrower Affiliated Group (a) is a Person duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization as indicated on Exhibit D hereto, (b) has
all requisite corporate, limited liability company and partnership power, as
applicable, to own its property and conduct its business as now conducted and
as presently contemplated, and (c) is duly qualified and in good standing
as a foreign corporation, limited liability company or partnership, as applicable,
and is duly authorized to do business in each jurisdiction where the nature of
its properties or business requires such qualification, except where the
failure to be so qualified could not reasonably be expected to have a Material
Adverse Effect.


 


4.2.  Corporate Authority.  The execution, delivery and performance of
each of the Loan Documents and Ancillary Documents to which the Borrower or any
other member of the Borrower Affiliated Group is or is to become a party and
the transactions contemplated hereby and thereby (including, without
limitation, the Recapitalization Transaction) are within the corporate, limited
liability company and partnership power, as applicable, and authority of the
Borrower or such member of the Borrower Affiliated Group and have been
authorized by all necessary corporate, limited liability company or partnership
proceedings, as applicable, and do not and will not (a) require any
consent or approval of any creditors (which term, for purposes of this Section 4.2,
shall not be deemed to include trade creditors), trustees for creditors (which
term, for purposes of this Section 4.2, shall not be deemed to include
trade creditors) or shareholders, member or partners, as applicable of the
Borrower or such member of the Borrower Affiliated Group (other than any such
consent that has been obtained prior to the Closing Date and delivered to the
Lender), (b) contravene any provision of the charter documents or by-laws,


 


37

















 


or the formation
documents or limited liability company or partnership agreements, as
applicable, of the Borrower or of such member of the Borrower Affiliated Group,
(c) contravene in any material respect any provision of any law, rule or
regulation applicable to the Borrower or such member of the Borrower Affiliated
Group and material to the operation of its business, (d) contravene any
provision of, or constitute an event of default or event that, but for the
requirement that time elapse or notice be given, or both, would constitute an
event of default under, any other agreement, instrument, order or undertaking
binding on the Borrower or such member of the Borrower Affiliated Group, except
to the extent such contravention could not reasonably be expected to result in
a Material Adverse Effect, or (e) result in or require the imposition of
any Encumbrance (other than Encumbrances in favor of the Lender) on any of the
properties, assets or rights of the Borrower or such member of the Borrower
Affiliated Group.


 


4.3.  Valid Obligations.  Each of the Loan Documents and Ancillary
Documents to which the Borrower or any other member of the Borrower Affiliated
Group is or is to become a party and all of their respective terms and
provisions are the legal, valid and binding obligations of the Borrower or such
member of the Borrower Affiliated Group enforceable in accordance with their
respective terms, except as limited by bankruptcy, insolvency, reorganization,
moratorium or other laws affecting the enforcement of creditors’ rights
generally, and except as the remedy of specific performance or of injunctive
relief is subject to the discretion of the court before which any proceeding
therefor may be brought.


 


4.4.  Consents or Approvals.  The execution, delivery and performance of
each of the Loan Documents and Ancillary Documents to which the Borrower or any
other member of the Borrower Affiliated Group is or is to become a party and
the transactions contemplated herein and therein do not require any approval or
consent of, or filing or registration with, any governmental or other agency or
authority, or any other party, except (a) filings under the Uniform
Commercial Code  in connection with the
Collateral, and (b) such consents as have been obtained prior to the
Closing Date and delivered to the Lender.


 


4.5.  Title to Properties; Absence of
Encumbrances.  The Borrower and each
other member of the Borrower Affiliated Group has good and marketable title to
all of the properties, assets and rights of every name and nature now purported
to be owned or leased by it, including, without limitation, such properties,
assets and rights as are reflected in the Initial Financial Statement (except
such properties, assets or rights as have been disposed of since the date
thereof and which are not material to its business or the disposition of which
have been approved by the Lender), free from all Encumbrances except Permitted
Encumbrances, and, except as disclosed to the Lender, free from all defects of
title that could reasonably be expected to result in a Material Adverse
Effect.  All such properties and assets
and all properties which are leaseholds are free and clear of all title defects
or objections, liens, claims, charges, security interests and other
Encumbrances (except Permitted Encumbrances) of any nature whatsoever except,
with respect to all such properties and assets, (i) provisions of existing
building and zoning laws, provided that such provisions would not
materially interfere with the Borrower’s or 


 


38

















 


any other member of the Borrower Affiliated Group’s use of such
properties, (ii) liens for current taxes not yet due, and (iii) as
otherwise disclosed on Exhibit D hereto.  The rights, properties and other assets
presently owned, leased or licensed by each of the Borrower and each other
member of the Borrower Affiliated Group and described elsewhere in this
Agreement include all rights, properties and other assets necessary to permit
the Borrower and such member of the Borrower Affiliated Group to conduct its
businesses in all material respects in the same manner as its businesses have
been conducted prior to the date hereof. 
At the time the Borrower or any other member of the Borrower Affiliated
Group pledges, sells, assigns or transfers to the Lender any instrument,
document of title, security, chattel paper or other property (including
Inventory, contract rights and Accounts) or any proceeds or products thereof,
or any interest therein, the Borrower or such member of the Borrower Affiliated
Group shall be the lawful owner thereof and shall have good right to pledge,
sell, assign or transfer the same; none of such properties shall have been
pledged, sold, assigned or transferred to any Person other than the Lender or
in any way encumbered except as disclosed to the Lender; and the Borrower or
such member of the Borrower Affiliated Group shall defend the same against the
claims and demands of all Persons. 
Neither the Borrower nor any other member of the Borrower Affiliated
Group owns any real property.


 


                4.6.  Location of Records and Collateral; Name
Change.  The Borrower shall give the
Lender written notice of each location at which Collateral is or will be kept
and each office of the Borrower and each Guarantor at which the records of the
Borrower and such Guarantor pertaining to Accounts Receivable and contract
rights are kept.  Except as such notice
is given, all Collateral owned by the Borrower and each Guarantor is and shall
be kept, and all records of the Borrower and each Guarantor pertaining to
Accounts and contract rights are and shall be kept, at such location as appears
on Exhibit D hereto.  The
Borrower shall give the Lender 30 days’ prior written notice of any change in
its name or corporate form or any change in the name or names under which the
Borrower’s or any Guarantor’s business is transacted.


 


                4.7.  Financial Statements.  The Borrower has furnished to the Lender the
Consolidated and Consolidating balance sheet of the Borrower Affiliated Group
as of December 31, 2004 and the related Consolidated and Consolidating
statements of income, changes in stockholders’ equity and cash flow of the
Borrower Affiliated Group for the fiscal year then ended, and related
footnotes, audited and certified by PricewaterhouseCoopers LLP.  The Borrower has also furnished to the Lender
the unaudited balance sheet and statement of income of the Borrower Affiliated
Group as of the fiscal quarter ended September 30, 2005, prepared in
accordance with GAAP subject, however, to normal, year-end audit adjustments
that shall not in the aggregate be materially adverse (collectively, the “Initial
Financial Statement”).  The Borrower has
also furnished to the Lender an opening pro  forma balance sheet
in accordance with Section 3.1.12 (the “Pro Forma Financial Statement”).  The Borrower has also furnished to the Lender
the unaudited pro  forma Consolidated and Consolidating projected
balance sheets of the Borrower Affiliated Group for the next 5 fiscal years,
and its related unaudited Consolidated and Consolidating projected statements
of income, changes in stockholders’ equity and cash flow for the next 5 fiscal
years, in each case prepared as if 


 


39

















 


the Loans had been made and the Recapitalization Transaction had
occurred as of the Closing Date.  All
such financial statements were prepared in accordance with GAAP and present
fairly in all material respects the financial position of the Borrower
Affiliated Group as of such dates and the results of the operations of the
Borrower Affiliated Group for such periods. 
There are no material liabilities, contingent or otherwise, not
disclosed in any of such financial statements.


 


4.8.  Changes.  Since the date of the Initial Financial
Statement, there have been no changes in the assets, liabilities, financial
condition or business of the Borrower Affiliated Group taken as a whole, the
effect of which has, individually or in the aggregate, been materially adverse.


 


4.9.  Defaults.  As of the date of this Agreement, no Default
or Event of Default exists.


 


4.10.  Taxes. 
The Borrower and each other member of the Borrower Affiliated Group has
filed or has caused to be filed all federal, state and other material tax
returns required to be filed, and all taxes, assessments and other governmental
charges due from the Borrower or such other member of the Borrower Affiliated
Group have been fully paid or adequate reserves have been established
therefor.  Neither the Borrower nor any
other member of the Borrower Affiliated Group has executed any waiver of
limitations in respect of tax liabilities. 
Each member of the Borrower Affiliated Group has established on its
books reserves adequate for the payment of all federal, state and other material
tax liabilities.


 


4.11.  Litigation.  Except as set forth on Exhibit D
hereto, there is no litigation, arbitration, claim, proceeding or investigation
pending or threatened in writing against the Borrower or any other member of
the Borrower Affiliated Group that, if adversely determined, could reasonably
be expected to result in a Material Adverse Effect, or could otherwise
reasonably be expected to materially adversely affect the ability of the
Borrower and the Guarantors taken as a whole to pay and perform the
Obligations.


 


4.12.  Subsidiaries.  As of the date of this Agreement, no member
of the Borrower Affiliated Group has any Subsidiaries except as set forth on Exhibit D
hereto with respect to such member of the Borrower Affiliated Group.


 


4.13.  Investment Company Act.  Neither the Borrower nor any other member of
the Borrower Affiliated Group is subject to regulation under the Investment
Company Act of l940, as amended.


 


4.14.  Compliance with ERISA.  The Borrower and each other member of the
Borrower Affiliated Group and each member of the Controlled Group have
fulfilled their obligations under the minimum funding standards of ERISA and
the Code with respect to each Plan and are in compliance in all material
respects with the applicable provisions of ERISA and the Code, and have not incurred
any liability to the PBGC (other than for the payment of premiums) under Title
IV of ERISA or to a Plan under Section 412(l) of the


 


40














 


Code
and are not liable to the imposition of any lien (and no such lien has been
imposed) under Section 412(n) of the Code with respect to any Plan;
and no non-exempt “prohibited transaction” or “reportable event” (other than
those for which the notice requirement has been waived) (as such terms are
defined in ERISA) has occurred with respect to any Plan.


 


4.15.  Environmental Matters.


 


(a)           The Borrower and each other member of the Borrower
Affiliated Group has obtained all permits, licenses and other authorizations
which are required in connection with the conduct of its business under any
applicable Environmental Laws, except to the extent failure to have any such
permit, license or authorization could not reasonably be expected to have a
Material Adverse Effect.  The Borrower
and each other member of the Borrower Affiliated Group is in compliance with
the terms and conditions of all such permits, licenses and authorizations, and
is also in compliance with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in
any applicable Environmental Law or in any applicable regulation, code, order,
decree, judgment, injunction, notice or demand letter issued, entered,
promulgated or approved thereunder, except to the extent failure to comply
could not reasonably be expected to have a Material Adverse Effect.


 


(b)           No written notice, demand, request for information,
citation, summons or order has been issued, no complaint has been filed, no
penalty has been assessed and no investigation or review is pending or, to the
knowledge of the Borrower, threatened by any governmental or other entity: (i) with
respect to any alleged failure by the Borrower or any other member of the
Borrower Affiliated Group to have any permit, license or authorization required
in connection with the conduct of its business under any applicable
Environmental Laws, or (ii)alleging any violation of any applicable
Environmental Laws by the Borrower or any other member of the Borrower
Affiliated Group.  Neither the Borrower
nor any other member of the Borrower Affiliated Group has received written
notice that it is a potentially responsible party (as that term has been
construed pursuant to CERCLA, or any similar foreign, state or local laws) at
any site other than the sites listed and described in Exhibit D.


 


(c)           No material oral or 
written notification of a release of a Hazardous Material has been given
to, or filed with, a governmental authority by or on behalf of the Borrower or
any other member of the Borrower Affiliated Group and, to the knowledge of the
Borrower, no property now or previously owned, leased or operated by the
Borrower or any other member of the Borrower Affiliated Group is listed or
proposed for listing on the National Priorities List under CERCLA, or on any
similar foreign, state or local list of sites requiring investigation or
clean-up.


 


(d)           Except as could not reasonably be expected to have a
Material Adverse Effect with respect to any property now or previously owned,
leased or operated by the Borrower or any other member of the Borrower
Affiliated Group, neither the Borrower nor any other member of the Borrower
Affiliated Group, nor, to the knowledge of the


 


41

















 


Borrower
Affiliated Group, any previous owner, tenant, occupant or user of any property
owned, leased or operated by the Borrower or any other member of the Borrower
Affiliated Group has (i) engaged in any operations or activities upon or
any use or occupancy of such property, or any portion thereof, for the purpose
of or in any way involving the handling, manufacture, treatment, storage, use,
generation, release, discharge, refining, dumping or disposal of any Hazardous
Materials on, under, in or about such property, except to the extent commonly
used in day-to-day operations of such property and in such case only in
compliance with all Environmental Laws, or (ii) transported any Hazardous
Materials to, from or across such property except to the extent commonly used
in day-to-day operations of such property and, in such case, in material
compliance with all Environmental Laws; nor to the knowledge of any member of
the Borrower Affiliated Group have any Hazardous Materials migrated from other
properties upon, about or beneath such property, nor, to the knowledge of the
Borrower Affiliated Group, are any Hazardous Materials presently constructed,
deposited, stored or otherwise located on, under, in or about such property
except to the extent commonly used in day-to-day operations of such property
and, in such case, in material compliance with all Environmental Laws.


 


4.16.        Disclosure.  No
representations and warranties made by each member of the Borrower Affiliated
Group in this Agreement, any other Loan Document or in any other agreement,
instrument, document, certificate, statement or letter furnished to the Lender
by or on behalf of any member of the Borrower Affiliated Group, and no other
factual information heretofore or contemporaneously furnished by or on behalf
of any member of the Borrower Affiliated Group to the Lender, in connection
with any of the transactions contemplated by any of the Loan Documents or
Ancillary Documents, when taken as a whole, contains any untrue statement of material
fact or omits to state a material fact necessary in order to make the
statements contained therein not materially misleading in light of the
circumstances in which they were or are made. 
Except as disclosed herein, there is no fact known to any member of the
Borrower Affiliated Group which could reasonably be expected to have a Material
Adverse Effect.


 


4.17.        Solvency.  Both
before and after giving effect to the transactions contemplated by the
Ancillary Documents, and all Indebtedness incurred by the Borrower and the
Guarantors on the Closing Date, neither the Borrower nor any such Guarantor (i) is
Insolvent, or will be rendered Insolvent by the Indebtedness incurred in
connection therewith, (ii) will be left with unreasonably small capital
with which to engage in its business, even allowing for a reasonable margin of
error in the projections of the future performance of the Borrower and such
Guarantors, (iii) will have incurred Indebtedness beyond its ability to
pay such Indebtedness as it matures, or (iv) will fail to have assets
(both tangible and intangible) having a present fair salable value in excess of
the amount required to pay the probable liability on its then existing debts
(whether matured or unmatured, liquidated or unliquidated, absolute fixed or
contingent), in each case after giving effect to all rights of indemnification
and contribution of such Person to or from any Affiliate of such Person.


 


42

















 


4.18.        Compliance with Statutes, etc.  The Borrower and each other member of the
Borrower Affiliated Group is in compliance with all applicable laws, statutes,
rules, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except for such non-compliances as
could not reasonably be expected to have a Material Adverse Effect.  Without limitation of the foregoing, each
member of the Borrower Affiliated Group is in compliance with, and neither the
entering into of the Loan Documents or the use of the proceeds of the Loans
will violate:  any law, rule, or
regulation relating to anti-terrorism or money laundering, including the Anti-Terrorism
Order, the Patriot Act, the Trading with the Enemy Act, as amended, or any of
the foreign assets control regulations of the United States Treasury Department
(31 CFR, Subtitle B, Chapter V, as amended) or any enabling legislation or
executive order relating thereto.


 


4.19.        Capitalization. 
On and as of the Closing Date (and after giving effect to the
Recapitalization Transaction), (i) the authorized capital stock of the
Borrower consists of (x) 27,000,000 shares of Common Stock, of which 4,423,650
shares are issued and outstanding and are held by the Persons and in the
amounts set forth in Exhibit D, and (y) 16,248,136 shares of
Preferred Stock, of which 16,248,136 shares are issued and outstanding and are
held by the Persons and in the amounts set forth in Exhibit D.  The authorized capital stock of each other
member of the Borrower Affiliated Group, and the number of issued and
outstanding shares, membership interests and partnership interests thereof, is
set forth in Exhibit D hereto. 
All such outstanding shares, membership interests and partnership
interests of each member of the Borrower Affiliated Group have been duly and
validly issued and are fully paid and non-assessable.  No member of the Borrower Affiliated Group
has outstanding any other securities convertible into or exchangeable for its
capital stock or other equity interests or outstanding any rights to subscribe
for or to purchase, or any options for the purchase of, or any agreements
providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to, its capital stock or other
equity interests, in each case except as set forth in Exhibit D
with respect to such member of the Borrower Affiliated Group.


 


4.20.        Labor Relations. 
Neither the Borrower nor any other member of the Borrower Affiliated
Group is engaged in any unfair labor practice. 
Except as disclosed on Exhibit D, there is (i) no
unfair labor practice complaint pending or threatened against the Borrower or
any other member of the Borrower Affiliated Group before the National Labor
Relations Board, and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement is so pending against the Borrower or
any other member of the Borrower Affiliated Group or, to the knowledge of the
Borrower Affiliated Group, threatened in writing against it, (ii) no labor
dispute, slowdown or stoppage pending against the Borrower or any other
member of the Borrower Affiliated Group or, to the knowledge of the Borrower
Affiliated Group, threatened against the Borrower or any other member of the
Borrower Affiliated Group, and (iii) to the knowledge of the Borrower
Affiliated Group, no union representation question exists with respect to the
employees of the Borrower or any other member of the Borrower Affiliated Group
and no union organizing activities are taking place.


 


43

















 


4.21.        Certain Transactions. 
Except as set forth on Exhibit D, none of the officers,
partners, directors, or employees of the Borrower or any other member of the
Borrower Affiliated Group is presently a party to any transaction with the
Borrower or any other member of the Borrower Affiliated Group (other than for
services as employees, officers and directors), including any contract, agreement
or other arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, partner, director or such employee
or, to the knowledge of the Borrower Affiliated Group, any corporation,
partnership, trust or other entity in which any officer, partner, director, or
any such employee or natural person related to such officer, partner, director
or employee or other Person in which such officer, partner, director or
employee has a direct or indirect beneficial interest, has a substantial direct
or indirect beneficial interest or is an officer, director, trustee or partner.


 


4.22.        Restrictions on the Borrower Affiliated Group.  Neither the Borrower nor any other member of
the Borrower Affiliated Group is a party to or bound by any contract, agreement
or instrument, or subject to any charter or other corporate restriction, which
could reasonably be expected to have a Material Adverse Effect.


 


4.23.        Leases.  Exhibit D
hereto contains a complete list of all leases, occupancy agreements and all
amendments thereto and all other documents affecting rights and obligations
thereunder, including without limitation, assignments and subleases pursuant to
which the Borrower or any other member of the Borrower Affiliated Group leases
real property, and license agreements pursuant to which a third party would
have the right to enter upon the leased premises (herein individually referred
to, together with any other Lease entered into from time to time, as a “Lease”
and collectively referred to as the “Leases”). 
There are no leases, occupancy agreements or other documents, other than
the Leases, affecting the properties or the interests of the Borrower or any
other member of the Borrower Affiliated Group. 
The copies of the Leases heretofore delivered by the Borrower to the
Lender are true, correct and complete copies thereof and each of such Leases is
in full force and effect in accordance with the terms thereof.  Neither the tenant nor, to the knowledge of
the Borrower Affiliated Group, the landlord, under any Lease is in default
under the applicable Lease or has given or received any notice of cancellation
or termination of such Lease or condemnation of the leased premises.  Each of the tenants under the Leases is in
possession of its respective premises, and no such tenant has assigned any of
its interest in any of the Leases, as collateral or otherwise or sublet all or
any portion of the premises covered by any Lease or granted any license with
respect thereto, except as may be otherwise disclosed on Exhibit D
hereto.


 


4.24.        Franchises, Patents, Copyrights, Etc.  Except as otherwise set forth on Exhibit D
hereto, the Borrower and each other member of the Borrower Affiliated Group
possesses all franchises, patents, copyrights, trademarks, trade names, service
marks, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business as substantially now conducted without known conflict
with any rights of others, except for such conflicts as could not reasonably be
expected to have a Material


 


44

















 


Adverse
Effect, and, in each case, free of any Encumbrance that is not a Permitted
Encumbrance.


 


4.25.        Collateral.  All
of the Obligations of the Borrower and the Guarantors to the Lender under or in
respect of the Loan Documents will, at all times from and after the execution
and delivery of each of the Security Documents, be entitled to the benefits of
and be secured by each of such Security Documents to the extent provided
therein.


 


4.26.        Material Contracts. 
Exhibit D sets forth each of the contracts, agreements and
licenses which is material to the operations or business of the Borrower or any
other member of the Borrower Affiliated Group (the “Material Contracts”).


 


SECTION V


 


AFFIRMATIVE COVENANTS


 


So long as the Lender has
any commitment to make Loans or issue Letters of Credit hereunder or any Loan
or other Obligation hereunder remains outstanding, the Borrower, and to the
extent referred to therein (including to the extent the Borrower has agreed to
cause the members of the Borrower Affiliated Group to comply), each other
member of the Borrower Affiliated Group, covenants as follows:


 


5.1.  Financial Statements and other Reporting
Requirements.  The Borrower shall
furnish to the Lender:


 


(a)           as soon as available, but in any event within 120 days
after the end of each fiscal year of the Borrower Affiliated Group, a
Consolidated and (unaudited) Consolidating balance sheet as of the end of, and
a related Consolidated and (unaudited) Consolidating statement of income,
changes in stockholders’ equity and cash flow for, such year, prepared in
accordance with GAAP and audited and certified by an independent public
accounting firm reasonably satisfactory to the Lender; and, concurrently with
such financial statements, a copy of said certified public accountants’
management letter (if any) and a written statement by such accountants that, in
the making of the audit necessary for their letter and opinion upon such
financial statements they have obtained no knowledge of any Default or Event of
Default under Sections 6.7, 6.8 or 6.9 or, if in the opinion of such
accountants any such Default or Event of Default exists, they shall disclose in
such written statement the nature and status thereof;


 


(b)           as soon as available, but in any event within 45 days
after the end of each fiscal quarter of the Borrower Affiliated Group, a
Consolidated and Consolidating balance sheet as of the end of, and a related
Consolidated and Consolidating statement of income, changes in stockholders’
equity and cash flow for, the portion of the fiscal year then ended and for the
fiscal quarter then ended, prepared in accordance with GAAP (without footnotes)
and certified by the chief financial officer of the Borrower, but


 


45

















 


subject,
however, to normal, year-end audit adjustments that shall not in the aggregate
be materially adverse;


 


(c)           on or before the first day of each fiscal year of the
Borrower Affiliated Group, (i) an annual operating budget presented on a
quarterly basis for the next succeeding fiscal year, and (ii) Consolidated
and Consolidating pro  forma projections of the Borrower
Affiliated Group for the next five succeeding fiscal years in form reasonably
acceptable to the Lender (it being recognized by the Lender that projections as
to future results are not to be viewed as facts and that the actual results for
the period or periods covered by the projections may differ from the projected
results);


 


(d)           concurrently with the delivery of
each financial statement pursuant to subsections (a) and (b) of this Section 5.l,
a report in substantially the form of Exhibit F hereto signed on
behalf of the Borrower by the chief financial officer of the Borrower, and
including, without limitation, computations in reasonable detail evidencing
compliance with the covenants contained in Sections 6.7 through 6.9, inclusive;


 


(e)           as soon as practical and, in any
event, within 15 days after the Closing Date, the Opening Balance Sheet, which
shall be reviewed by the chief financial officer of the Borrower, which Opening
Balance Sheet shall not differ in any material respect from the Pro Forma Financial
Statement;


 


(f)            promptly after the receipt thereof
by the Borrower or any Guarantor, copies of any reports submitted to any such
Person by independent public accountants in connection with any interim review
of the accounts of the Borrower or such Person;


 


(g)           if and when the Borrower or any other
member of the Borrower Affiliated Group gives or is required to give notice to
the PBGC of any “Reportable Event” (as defined in Section 4043 of ERISA)
with respect to any Plan that might constitute grounds for a termination of
such Plan under Title IV of ERISA, or knows that any member of the Controlled
Group or the plan administrator of any Plan has given or is required to give
notice of any such Reportable Event, a copy of the notice of such Reportable
Event given or required to be given to the PBGC or, if such notice is not given
to the PBGC, a description of the content of the notice that would be required
to be given;


 


(h)           immediately upon becoming aware of the existence of any
condition or event (i) that constitutes a Default or Event of Default,
written notice thereof specifying the nature and duration thereof and the
action being or proposed to be taken with respect thereto or (ii) affecting
the Borrower or any other member of the Borrower Affiliated Group which could
reasonably be expected to have a Material Adverse Effect, written notice
thereof specifying the nature thereof and the action being or proposed to be
taken with respect thereto; and immediately upon receipt thereof, copies of any
notice (whether formal or informal) of any cancellation, termination or
material change in any insurance maintained by the Borrower or any Guarantor;


 


46

















 


(i)            promptly upon becoming aware of any litigation or of any
investigative proceedings by any Person, including, without limitation, any
governmental agency or authority commenced or threatened against the Borrower
or any other member of the Borrower Affiliated Group of which it has notice, or
of a material change in any such existing litigation or proceedings, the
outcome of which could reasonably be expected to have a Material Adverse
Effect, written notice thereof and the action being or proposed to be taken
with respect thereto;


 


(j)            promptly upon becoming aware of any investigative
proceedings by a governmental agency or authority commenced or threatened in
writing against the Borrower or any other member of the Borrower Affiliated
Group regarding any potential violation of Environmental Laws or any spill, release,
discharge or disposal of any Hazardous Material, written notice thereof, copies
of all material correspondence, reports and other materials furnished to or
prepared by any member of the Borrower Affiliated Group (or its
representatives) in connection therewith and the action being or proposed to be
taken with respect thereto; and


 


(k)           from time to time, with reasonable promptness, such other
financial data and other information or documents (financial or non-financial)
about the Borrower and each other member of the Borrower Affiliated Group as
the Lender may reasonably request.


 


5.2.  Conduct of Business.  The Borrower and each other member of the
Borrower Affiliated Group shall:


 


(a)           duly observe and comply in all material respects with all
applicable laws and requirements of any governmental authorities relative to
its corporate existence, rights and franchises, to the conduct of its business
and to its property and assets (including without limitation all Environmental
Laws and ERISA), and shall maintain and keep in full force and effect all
licenses and permits necessary in any material respect to the proper conduct of
its business;


 


(b)           maintain its corporate existence (except as otherwise
permitted by Section 6.6) and maintain its jurisdiction of organization as
disclosed in the Security Agreement;


 


(c)           remain engaged in substantially the same fields of
business as those in which it is now engaged (and reasonable extensions or
expansions thereof), except that the Borrower or any other member of the
Borrower Affiliated Group may withdraw from any business activity which its
Board of Directors reasonably deems unprofitable or unsound, provided
that promptly after such withdrawal, the Borrower shall provide the Lender with
written notice thereof; and


 


(d)           at least 10 Business Days prior to forming any Subsidiary,
deliver to the Lender the Borrower’s agreement, and immediately upon formation,
such Subsidiary’s agreement, in each case reasonably satisfactory to counsel
for the Lender, that the Subsidiary shall be a member of the Borrower
Affiliated Group, and in the case of any


 


47

















 


Subsidiary
formed under the Laws of the United States, such Subsidiary’s agreement, in
each case reasonably satisfactory to counsel for the Lender, that the
Subsidiary shall be bound by the terms of this Agreement, the other Loan
Documents and the related documents and instruments as a Guarantor hereunder
and thereunder.


 


5.3.  Maintenance and Insurance.  The Borrower shall, and shall cause each
other member of the Borrower Affiliated Group to, maintain its properties in
good repair, working order and condition (normal wear and tear excepted) as
required for the normal conduct of its business and shall maintain or cause to
be maintained (or to be replaced as needed) all Leases as may be required for
the conduct of the Borrower’s and each other member of the Borrower Affiliated
Group’s business.  The Borrower shall and
shall cause each other member of the Borrower Affiliated Group to at all times
maintain liability and casualty insurance with financially sound and reputable
insurers in such amounts as the officers of the Borrower and such other member
of the Borrower Affiliated Group in the exercise of their reasonable judgment
deem to be adequate.  The Lender shall be
named as loss payee and additional insured (as applicable) on such insurance
policies held by the Borrower and each Guarantor and shall be given 15 days’
prior written notice of any cancellation or modification of such insurance.  If such insurance expires without being
immediately renewed or replaced, the Lender, in its reasonable discretion, may
provide such insurance and charge the cost thereof to the Loan Account or to
the Borrower’s or any such Guarantor’s deposit account with the Lender.  Any payment not recovered from the Borrower
or such Guarantor shall bear interest at the Base Rate plus the Applicable Base
Rate Margin then in effect applicable to Revolving Loans.  The Lender shall not, by the fact of
approving, disapproving, accepting, obtaining or failing to obtain any such
insurance, incur liability for the form or legal sufficiency of insurance
contracts, solvency of insurance companies or payment of lawsuits, and the
Borrower and each other member of the Borrower Affiliated Group hereby
expressly assumes full responsibility therefor and liability, if any,
thereunder.  The Borrower shall, and
shall cause each Guarantor to, from time to time, furnish to the Lender with
reasonable promptness certificates or other evidence reasonably satisfactory to
the Lender of compliance with the foregoing insurance provisions.  The provisions of this Section 5.3 shall
be deemed to be supplemental to, but not duplicative of, the provisions of any
of the Security Documents that require the maintenance of insurance.


 


5.4.  Taxes. 
The Borrower shall, and shall cause each other member of the Borrower
Affiliated Group to, pay or cause to be paid all federal, state and other
material taxes, assessments or governmental charges on or against it or its
properties on or prior to the time when they become due; provided that
this covenant shall not apply to any tax, assessment or charge that is being
contested in good faith by appropriate proceedings and with respect to which
adequate reserves have been established and are being maintained in accordance
with GAAP if no lien shall have been filed to secure such tax, assessment or
charge.


 


5.5.  Inspection by the Lender;  Accounts. 
The Borrower shall, and shall cause each other member of the Borrower
Affiliated Group to, permit the Lender or the Lender’s designee, at such
reasonable times during normal business hours and as often as 


 


48

















 


may
be reasonably desired, upon reasonable advance notice to such Person, to (i) visit
and inspect the properties of the Borrower and such other members of the
Borrower Affiliated Group and conduct field examinations (provided that
unless a Default or Event of Default has occurred and is continuing, the Lender
will not conduct more than 1 field examination or inspection in any fiscal year
of the Borrower), (ii) examine and make copies of and take abstracts from
the books and records of the Borrower and such other members of the Borrower
Affiliated Group, and (iii) discuss the affairs, finances and accounts of
the Borrower and such other members of the Borrower Affiliated Group with its
appropriate officers, employees and accountants (provided, that so long
as no Default or Event of Default has occurred and is continuing, with a
representative of the Borrower Affiliated Group present at any such meeting
with accountants, at the Borrower’s election); provided, however,
when a Default or Event of Default exists, the Lender may do any of the
foregoing at the expense of such Person at any time during normal business
hours and without advance notice.  In
handling such information the Lender shall exercise the same degree of care
that each exercises with respect to its own proprietary information of the same
types to maintain the confidentiality of any non-public information thereby
received, except that disclosure of such information may be made (w) to
the subsidiaries or affiliates of the Lender in connection with their present
or prospective business relations with the Borrower Affiliated Group, (x) to
prospective transferees or purchasers of an interest in the Loans, (y) as
required by law, regulation, rule or order, subpoena, judicial order or
similar order and (z) as may be required in connection with the
examination, audit or similar investigation of the Lender.  Each of the Borrower and each Guarantor will
maintain its primary operating accounts with the Lender, and no more than
$10,000,000 in the aggregate shall at any time be maintained by the other
members of the Borrower Affiliated Group in operating accounts which are not
maintained with, or controlled by, the Lender.


 


5.6.  Maintenance of Books and Records.  The Borrower shall, and shall cause each
other member of the Borrower Affiliated Group to, keep adequate books and
records of account, in which true and complete entries will be made reflecting
its business and financial transactions in accordance with GAAP or
international accounting standards, as applicable, and applicable law.


 


5.7.  Environmental Indemnification.  The Borrower covenants and agrees that it
will, and will cause each other member of the Borrower Affiliated Group to,
indemnify and hold the Lender harmless from and against any and all claims,
expense, damage, loss or liability incurred by the Lender in connection with
Hazardous Materials associated with or related to any real properties in which
the Borrower or any other member of the Borrower Affiliated Group has or had an
interest.  It is expressly acknowledged
by the Borrower that this indemnity shall survive any foreclosure or any
modification, release or discharge of any or all of the Security Documents or
the payment of the Loans and shall inure to the benefit of the Lender and its
successors and assigns.  The obligations
under this Section 5.7 shall constitute “Obligations” for all purposes of
the Security Documents.


 


5.8.  Use of Proceeds.  The proceeds of the Term Loan and the
Revolving Loans will be used by the Borrower solely for the following purposes:
(i) to provide funding for


 


49

















 


the
Recapitalization Transaction and to pay the costs and expenses incurred in
connection therewith, (ii) to provide working capital for the Borrower
Affiliated Group, and (iii) for general corporate purposes not in
contravention of any requirement of law or of any Loan Document.  No portion of any Loans shall be used for the
purpose of purchasing or carrying any “margin security” or “margin stock” as
such terms are used in Regulations U, T or X of the Board of Governors of the
Federal Reserve System.


 


5.9.  Pension Plans.  With respect to any Plan, the benefits under
which are guaranteed, in whole or in part, by the PBGC or any governmental
authority succeeding to any or all of the functions of the PBGC, the Borrower
will, and will cause each other member of the Borrower Affiliated Group to, (i) fund
each Plan as required by the provisions of Section 412 of the Code; (ii) cause
each Plan to pay all benefits when due (other than those in dispute); and (iii) furnish
the Lender (a) promptly with a copy of any notice of each Plan’s
termination sent to the PBGC and (b) no later than the date of submission
to the Department of Labor or to the Internal Revenue Service, as the case may
be, a copy of any request for waiver from the funding standards or extension of
the amortization periods required by Section 412 of the Code.


 


5.10.  Fiscal Year.  The Borrower and each other member of the
Borrower Affiliated Group shall have a fiscal year ending on December 31
of each year and shall notify the Lender of any change in such fiscal year
(whereupon, notwithstanding the provisions of Section 8.8, the Lender
shall have the right to modify the timing of the financial covenants hereunder
accordingly in order to correspond to any such change in fiscal year).


 


5.11.  Further Assurances.  At any time and from time to time the
Borrower shall, and shall cause each of the Guarantors to, execute and deliver
such further instruments and take such further action as may reasonably be
requested by the Lender to effect the purposes of the Loan Documents.  Without limitation of the foregoing, upon
receipt of an affidavit of an officer of the Lender as to the loss, theft,
destruction or mutilation of either Note or any other Loan Document which is
not of public record, and, in the case of any such loss, theft, destruction or
mutilation, upon cancellation of such Note or other Loan Document, the Borrower
and each Guarantor, as applicable, will issue, in lieu thereof, a replacement
note or other Loan Document in the same principal amount thereof and otherwise
of like tenor.


 


SECTION VI


 


NEGATIVE COVENANTS


 


So long as the Lender has
any commitment to make Loans and issue Letters of Credit hereunder or any Loan
or other Obligation hereunder remains outstanding, the Borrower, and to the
extent referred to therein (including to the extent the Borrower has agreed to
cause the members of the Borrower Affiliated Group to comply), each other
member of the Borrower Affiliated Group, covenants as follows:


 


50

















 


6.1.  Indebtedness.  The Borrower shall not, nor shall permit any
other member of the Borrower Affiliated Group to, create, incur, assume,
guarantee or be or remain liable with respect to any Indebtedness other than
the following:


 


(a)           Indebtedness of the Borrower to the Lender under any Loan
Document;


 


(b)           Indebtedness in respect of current liabilities, other than
for borrowed money, of the Borrower Affiliated Group incurred in the ordinary
course of business and of a type and magnitude consistent with past practices;


 


(c)           Indebtedness in respect of capital leases and purchase
money security interests of the Borrower Affiliated Group representing
obligations permitted to be incurred by the terms of this Agreement and
incurred in the ordinary course of business and consistent with past practices;
provided, that the aggregate principal amount of Indebtedness permitted
by this clause (c) shall not exceed $1,000,000 at any one time
outstanding;


 


(d)           Indebtedness existing on the date of this Agreement and
disclosed on Exhibit C hereto (including any replacements,
refinancings or refundings thereof which do not have the effect of increasing
the principal amount thereof, fees thereon (other than reasonable and customary
fees), or the amortization thereof, or of shortening the maturity date thereof
other than, if as a result of such shortening, the maturity date of such
Indebtedness is a date after the date which is 6 months after the latest
maturity date of the Loans hereunder);


 


(e)           The TA Subordinated Debt, provided that (A) all
such TA Subordinated Debt (including any payment-in-kind promissory notes
issued thereunder) shall at all times be and remain subordinated, on the terms
contained in the Subordination Agreement, to the Obligations, and (B) the
TA Subordinated Debt shall not exceed an aggregate principal amount of
$20,000,000 (plus the Indebtedness evidenced by any payment-in-kind promissory
notes issued thereunder and any accrued interest) at any one time outstanding;


 


(f)            Indebtedness secured by Encumbrances permitted by
Sections 6.5(c) and (g), respectively;


 


(g)           Indebtedness of any Guarantor in favor of the Borrower;


 


(h)           Unsecured Indebtedness of any member of the Borrower
Affiliated Group to another member of the Borrower Affiliated Group; and


 


(i)            Guarantees by any member of the
Borrower Affiliated Group with respect to any Indebtedness of another member of
the Borrower Affiliated Group permitted by this Section 6.1 or Section 6.2.


 


51

















 


6.2.  Contingent Liabilities. The Borrower
shall not, nor shall permit any other member of the Borrower Affiliated Group
to, create, incur, assume or remain liable with respect to any Guarantees other
than the following:


 


(a)           Guarantees in favor of the Lender under any Loan Document;


 


(b)           Guarantees existing on the date of this Agreement and
disclosed on Exhibit C hereto;


 


(c)           Guarantees resulting from the endorsement of negotiable
instruments for collection in the ordinary course of business;


 


(d)           Guarantees with respect to surety, performance and
return-of-money and other similar obligations incurred in the ordinary course
of business (exclusive of obligations for the payment of borrowed money) not
exceeding in the aggregate at any time $100,000 and


 


(e)           Guarantees of Indebtedness permitted under Section 6.1.


 


6.3.  Leases.  The Borrower shall, and shall cause each of
the Guarantors to, use commercially reasonable good faith efforts to cause the
landlord of any premises leased by the Borrower or such other member of the
Borrower Affiliated Group after the Closing Date to deliver to the Lender a
Landlord Waiver simultaneously with the execution of any Lease of real
property.


 


6.4.  Sale and Leaseback.  The Borrower shall not, nor shall permit any
other member of the Borrower Affiliated Group to, enter into any arrangement,
directly or indirectly, whereby it shall sell or transfer any property owned by
it in order to lease such property or lease other property that the Borrower or
such other member of the Borrower Affiliated Group intends to use for
substantially the same purpose as the property being sold or transferred.


 


6.5.  Encumbrances.  The Borrower shall not, nor shall permit any
other member of the Borrower Affiliated Group to, create, incur, assume or
suffer to exist any mortgage, pledge, security interest, lien or other charge
or encumbrance, including the lien or retained security title of a conditional
vendor upon or with respect to any of its property or assets (including, without
limitation, any of its intellectual property) (“Encumbrances”), or
assign or otherwise convey any right to receive income, including the sale or
discount of Accounts Receivable with or without recourse, except the following
(“Permitted Encumbrances”):


 


(a)           Encumbrances in favor of the Lender under any Security
Document;


 


(b)           Encumbrances existing on the date of this Agreement and
disclosed in Exhibit C hereto securing Indebtedness described
therein;


 


52

















 


(c)           Liens for taxes, fees, assessments and other governmental
charges to the extent that payment of the same may be postponed or is not
required to be paid in accordance with the provisions of Section 5.4;


 


(d)           Landlords’ and lessors’ liens arising by statute, so long
as the obligations of the Borrower or other member of the Borrower Affiliated
Group under the applicable lease are not overdue, or liens in respect of
pledges or deposits under workmen’s compensation, unemployment insurance,
social security laws, or similar legislation (other than ERISA) or in
connection with appeal and similar bonds incidental to litigation; mechanics’,
laborers’, carriers’, warehousemans’, materialmen’s and similar liens, if the
obligations secured by such liens are not then delinquent; liens securing the
performance of bids, tenders, contracts (other than for the payment of money);
and statutory obligations incidental to the conduct of its business and that do
not in the aggregate materially detract from the value of its property or
materially impair the use thereof in the operation of its business;


 


(e)           Judgment liens that shall not have been in existence for a
period longer than 15 days after the creation thereof or,  if a stay of execution shall have been
obtained, for a period longer than 15 days after the expiration of such stay;


 


(f)            Easements, rights of way, restrictions, minor defects or
irregularities in title and other similar charges or Encumbrances relating to
real property and not interfering in a material way with the ordinary conduct
of its business;


 


(g)           Encumbrances securing the purchase price of capital assets
(including rights of lessors under capital leases) to the extent such purchase
is permitted hereunder, provided, however, that (A) each
such Encumbrance is given solely to secure the purchase price of, or the lease
obligations relating to, such property, does not extend to any other property
and is given at the time of the acquisition of the property, and (B) the
Indebtedness secured thereby does not exceed the lesser of the cost of such
property or its fair market value at the time such security interest attaches,
and in any event, such Indebtedness does not exceed $500,000 in the aggregate
outstanding at any time;


 


(h)           Any interest of title of a lessor
under, and Encumbrances arising from, Uniform Commercial Code financing
statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) relating to equipment leases permitted by this Agreement;


 


(i)            Normal and customary rights of setoff
upon deposits of cash in favor of banks or other depository institutions;


 


(j)            Encumbrances of a collection bank
arising under Section 4-210 of the Uniform Commercial Code on items in the
course of collection; and


 


(k)           Rights of service or indemnity payment
setoffs customarily required in software license agreements; and


 


53

















 


(l)            Any exception included in a title
insurance policy approved by the Lender.


 


In addition, the Borrower
shall not, nor shall the Borrower permit any other member of the Borrower
Affiliated Group to, enter into or permit to exist any arrangement or agreement
which directly or indirectly prohibits the Borrower or any such other member of
the Borrower Affiliated Group from creating or incurring any Encumbrance in
favor of the Lender under the Loan Documents other than (i) customary
anti-assignment provisions in Leases or license agreements entered into by the
Borrower or such other member of the Borrower Affiliated Group in the ordinary
course of business, and (ii) any agreements governing any purchase money
liens or capital lease obligations otherwise permitted in this Agreement.


 


6.6.  Merger; Consolidation; Sale or Lease of
Assets; Acquisitions.  The Borrower
shall not, nor shall it permit any other member of the Borrower Affiliated
Group to, sell, lease or otherwise dispose of assets or properties (valued at
the lower of cost or fair market value), other than (i) sales of inventory
and non-exclusive licenses of intellectual property in the ordinary course of
business, and (ii) sales of assets not in the ordinary course of business
in an aggregate amount not to exceed $500,000 in any fiscal year of the
Borrower or such other member of the Borrower Affiliated Group; or liquidate,
merge or consolidate into or with any other Person or enter into or undertake
any plan or agreement of liquidation, merger or consolidation with any other
Person, provided that any wholly-owned Subsidiary of the Borrower may
merge or consolidate into or with (x) the Borrower if no Default or Event
of Default has occurred and is continuing or would result from such merger and
if the Borrower is the surviving company, or (y) any other wholly-owned
Subsidiary of the Borrower.  The Borrower
will not, without the prior written consent of the Lender, acquire all or
substantially all of the assets (or a division) or capital stock (or other
equity) of any Person.


 


6.7.  Consolidated Senior Leverage Ratio.  The Borrower shall not at any time permit the
Consolidated Senior Leverage Ratio of the Borrower Affiliated Group as at the
last day of any fiscal period to be greater than 2.25 to 1.


 


6.8.  Consolidated EBITDA.  The Borrower shall not permit the
Consolidated EBITDA of the Borrower Affiliated Group, as at the end of any fiscal
quarter, to be less than $4,000,000 for the two consecutive fiscal quarters
then ending.


 


6.9.  Consolidated Quick Ratio.  The Borrower shall not permit the ratio of
Consolidated Quick Assets to Consolidated Current Liabilities, including all
Revolving Credit Loans then outstanding and the Stated Amount of all Letters of
Credit then outstanding, to be less than 1.25 to 1 at any time.


 


6.10.  Restricted Payments.  The Borrower shall not, nor shall permit any
other member of the Borrower Affiliated Group to, pay, make or declare any
Restricted Payment.  Notwithstanding the
foregoing, the Borrower (i) may make payments on the


 


54














 


TA
Subordinated Debt to the extent expressly permitted by the Subordination
Agreement, and (ii) may make payments of the Stay Bonus in accordance with
the terms of the applicable Stay Bonus agreements and theRetention Bonus Plan, provided
that (x) at the time any such payment is proposed to be made and after
giving effect thereto, no Default or Event of Default shall be continuing or
shall occur by reason of the making of the payment at such time, and (y) the
aggregate amount of all such Stay Bonus payments shall not exceed $1,500,000 in
any fiscal year and $4,500,000 during the term of this Agreement.  Neither the Borrower nor any other member of
the Borrower Affiliated Group will enter into any agreement, contract or
arrangement (other than the Loan Documents) restricting the ability of any
other member of the Borrower Affiliated Group to pay or make dividends or
distributions in cash or kind, to make loans, advances or other payments of any
nature or to make transfers or distributions of all or any part of its assets
to the Borrower or any other member of the Borrower Affiliated Group.


 


6.11.  Investments.  The Borrower shall not, nor shall permit any
other member of the Borrower Affiliated Group to, make or maintain any
Investments other than Qualified Investments, and loans and advances referred
to in Section 6.14(i) below.


 


6.12.  ERISA. 
Neither the Borrower nor any member of the Controlled Group shall permit
any Plan maintained by it to (i) engage in any “prohibited transaction”
(as defined in Section 4975 of the Code, (ii) incur any “accumulated
funding deficiency” (as defined in Section 302 of ERISA) whether or not
waived, or (iii) terminate any Plan in a manner that could result in the
imposition of a lien or encumbrance on the assets of the Borrower or any other
member of the Borrower Affiliated Group pursuant to Section 4068 of ERISA.


 


6.13.  Transactions with Affiliates.  The Borrower shall not, nor shall permit any
other member of the Borrower Affiliated Group to, enter into or participate in
any agreements or transactions of any kind with any Affiliate, except (i) transfer-pricing
agreements in the ordinary course of business and consistent with past
practices, (ii) agreements or transactions contemplated, required or
allowed by any Loan Document or any Ancillary Document as in effect on the date
of this Agreement, provided that such agreements or transactions are not
otherwise prohibited by this Agreement or any of the Loan Documents; (iii) agreements
or transactions (in each case) in the ordinary course of business and on an
arms-length basis which (A) include only terms which are fair and
equitable to the Borrower or such other member of the Borrower Affiliated
Group, (B) do not violate or otherwise conflict with any of the terms of
any of the Loan Documents, (C) require the payment of no fees, charges or
commissions by the Borrower or such member of the Borrower Affiliated Group to
any Affiliate except those which are reasonable and disclosed to the Lender, (D) are
disclosed on the books, accounts and records of the Borrower or such other
member of the Borrower Affiliated Group, and (E) involve terms no less
favorable to the Borrower or such other member of the Borrower Affiliated Group
than would be the terms of a similar agreement or transaction with any Person
other than an Affiliate; and (iv) the loans permitted by Section 6.18.  Neither the Borrower nor any other member of
the Borrower Affiliated Group will enter into any agreement containing any
provision which would be violated or breached by the performance by the
Borrower


 


55

















 


or
such other member of the Borrower Affiliated Group of its obligations hereunder
or under any of the other Loan Documents.


 


6.14.  Loans. 
The Borrower shall not, nor shall permit any other member of the
Borrower Affiliated Group to, make to any Person any loan, advance or other
transfer with the anticipation of repayment, except for (i) loans and
advances to employees of the Borrower or such other member of the Borrower
Affiliated Group not exceeding $1,500,000 in the aggregate at any time
outstanding for taxes incurred by such employees in connection with the
Recapitalization Transaction, provided that (x) such loans and
advances shall be on terms reasonably satisfactory to the Lender, and (y) the
promissory notes evidencing such loans and advances, along with the pledge
agreements securing the same, shall have been delivered in pledge to the
Lender, and (ii) loans and advances to employees of the Borrower or such other
member of the Borrower Affiliated Group, made in the ordinary course of
business and consistent with past practices, not exceeding $1,000,000 in the
aggregate at any time outstanding; provided, that no such advances to
any single employee shall exceed $200,000 in the aggregate.


 


6.15.  No Amendments to Certain Documents.  The Borrower shall not, nor shall permit any
other member of the Borrower Affiliated Group to, at any time cause or permit
any of the Ancillary Documents, the Material Contracts, or charter or other
incorporation documents or by-laws of the Borrower or such other member of the
Borrower Affiliated Group, to be modified, amended or supplemented in any
respect whatever, except for such modification or amendment as would not, in
the Lender’s reasonable discretion, effect any change adverse to the Lender, or
have a Material Adverse Effect, without (in each case) the express prior
written agreement, consent or approval of the Lender.


 


Notwithstanding
the foregoing, the Subordinated Debt Documents may be amended or modified in
any respect except for the following amendments and modifications, each of
which shall require the prior written consent of the Lender:


 


(i)            any amendment
or modification which would involve the payment of a material consent fee;


 


(ii)           any amendment
or modification which increases the principal amount, or the amount of any
principal payment, of the TA Subordinated Debt;


 


(iii)          any amendment
or modification which shortens the maturity of the TA Subordinated Debt
(including by way of acceleration or other advance of the dates on which any
payment of principal or interest are due) or any change in any of the
prepayment, redemption or repurchase provisions, if any, or any other
alteration of the repayment provisions of the TA Subordinated Debt in any
respect (other than any such other alteration which has the effect of extending
the maturity of the TA Subordinated Debt);


 


56

















 


(iv)          any amendment
or modification which increases the interest rate (including the default rate
of interest), fees or premium applicable to the TA Subordinated Debt;


 


(v)           any amendment
of or modification to any of the subordination provisions contained in the
Purchase Agreement, or any amendment or modification which further subordinates
the TA Subordinated Debt to any other Indebtedness of the Borrower;


 


(vi)          any amendment to or
modification of any representations, warranties, covenants (financial or
otherwise), defaults or events of default contained in the Subordinated Debt
Documents so as to make them more restrictive than they are on the Closing Date
(excluding any such amendment or modification as corresponds to a like
amendment or modification of this Agreement);


 


(vii)         any amendment or
modification which adds any representations, warranties, covenants (financial
or otherwise), defaults or events of default to the Subordinated Debt
Documents;


 


(viii)        any amendment or
modification which adds the requirement of any lien or other security for, or
guaranty of, the TA Subordinated Debt; or


 


(ix)           any amendment of or
modification to any Subordinated Debt Document which could materially increase
the rights of any holder(s) of the TA Subordinated Debt, or of any rights
under any Subordinated Debt Document, could result in a default or event of
default under the Subordinated Debt Documents, or could be reasonably expected
to materially adversely affect the Lender or the Borrower or the rights and
remedies of the Lender against the Borrower under any of the Loan Documents.


 


SECTION VII


 


DEFAULTS


 


7.1.  Events of Default.  There shall be an Event of Default hereunder
if any of the following events occurs:


 


(a)           the Borrower shall fail to
pay (i) any amount of principal of any Loans when due, (ii) any
amount due under Letters of Credit when due unless such amount can be converted
to a Revolving Loan in accordance with Section 2.18, or (iii) any
amount of interest thereon or any fees or expenses payable hereunder or under
any Note or any other Loan Document within 3 days after the due date therefor;
or


 


57

















 


(b)           the Borrower or any other
member of the Borrower Affiliated Group shall fail to perform, comply with or
observe or shall otherwise breach any one or more of the terms, obligations,
covenants or agreements contained in Sections 5.1, 5.2(b), 5.3 (with respect to
maintenance of insurance), 5.5, 5.8, 5.10, or in Section VI; or


 


(c)           (i) the Borrower or any
other member of the Borrower Affiliated Group shall fail to perform, comply
with or observe or shall otherwise breach any one or more of the terms,
obligations, covenants or agreements or contained in Sections 5.2(d), 5.7 or
5.11 and such failure shall continue for 10 days or (ii) the Borrower or
any other member of the Borrower Affiliated Group shall fail to perform, comply
with or observe or shall otherwise breach any one or more of the terms,
covenants, obligations or agreements (other than in respect of subsections 7.1(a) and
(b) hereof) contained in this Agreement or in any other Loan Document and
such failure shall continue for 30 days; or


 


(d)           any representation or
warranty of the Borrower or any other member of the Borrower Affiliated Group
made in any Loan Document or any other documents or agreements delivered in
connection with the transactions contemplated by this Agreement or in any
certificate delivered hereunder shall prove to have been false in any material
respect upon the date when made or deemed to have been made; or


 


(e)           the Borrower or any other
member of the Borrower Affiliated Group shall fail to pay at maturity, or
within any applicable period of grace (not to exceed 30 days), any obligations
in excess of $250,000 in the aggregate for borrowed monies or advances, or fail
to observe or perform any term, covenant or agreement evidencing or securing
such obligations for borrowed monies or advances, the result of which failure
is to permit the holder or holders of such Indebtedness to cause such
Indebtedness to become due prior to its stated maturity upon delivery of
required notice, if any, or to permit any party to any agreement evidencing
such obligations to terminate or cancel such agreement; or


 


(f)            the Borrower or any other
member of the Borrower Affiliated Group shall (i) apply for or consent to
the appointment of, or the taking of possession by, a receiver, custodian,
trustee, liquidator or similar official of itself or of all or a substantial
part of its property, (ii) be Insolvent, (iii) fail to contest in a
timely or appropriate manner, or acquiesce in writing to, any petition filed
against it in an involuntary case under the Federal Bankruptcy Code (as now or
hereafter in effect) or other law or (iv) pass any board resolution or
take any corporate action for the purpose of effecting any of the foregoing; or


 


(g)           a proceeding or case shall
be commenced, without the application or consent or acquiescence of the
Borrower or other applicable member of the Borrower Affiliated Group in any
court of competent jurisdiction, seeking (i) the liquidation, reorganization,
dissolution, winding up, or composition or readjustment of its debts, (ii) the
appointment of a trustee, receiver, custodian, liquidator or the like of it or
of all or any substantial part of its assets, or (iii) similar relief in
respect of it, under any law  relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment
of debts or any other law providing for the relief of debtors, and such
proceeding or case


 


58

















 


shall
continue undismissed, or unstayed and in effect, for a period of 60 days; or an
order for relief shall be entered in an involuntary case under the Federal
Bankruptcy Code (as now or hereafter in effect), against the Borrower or any
other member of the Borrower Affiliated Group; or action under the laws of the
jurisdiction of incorporation or organization of the Borrower or any other
member of the Borrower Affiliated Group similar to any of the foregoing shall
be taken with respect to the Borrower or any such member of the Borrower
Affiliated Group and shall continue unstayed and in effect for any period of 60
days; or


 


(h)           judgments or orders for the
payment of money shall be entered against the Borrower or any other member of
the Borrower Affiliated Group by any court, or a warrant of attachment or
execution or similar process shall be issued or levied against property of the
Borrower or any other member of the Borrower Affiliated Group, that in the
aggregate exceed $250,000 in value and such judgments, orders, warrants or
process shall continue undischarged or unstayed for 45 days; or


 


(i)            the Borrower, any other
member of the Borrower Affiliated Group or any member of the Controlled Group
shall fail to pay when due amounts which it shall have become liable to pay to
the PBGC or to a Plan under Title IV of ERISA that in the aggregate exceed
$100,000; or notice of intent to terminate a Plan or Plans shall be filed under
Title IV of ERISA by the Borrower, any other member of the Borrower Affiliated
Group or any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute proceedings under
Title IV of ERISA to terminate or to cause a trustee to be appointed to
administer any such Plan or Plans or a proceeding shall be instituted by a
fiduciary of any such Plan or Plans against the Borrower or any other member of
the Borrower Affiliated Group and such proceedings shall not have been
dismissed within 30 days thereafter; or a condition shall exist by reason of which
the PBGC would be entitled to obtain a decree adjudicating that any such Plan
or Plans must be terminated; or


 


(j)            any change in equity
ownership of the Borrower which would result in the occurrence of any one or
more of the following: (i) TA owning, both legally and beneficially and
whether directly or indirectly through TA Equity, less than 50% of the issued
and outstanding Preferred Stock of the Borrower, or (ii) TA ceasing at any
time to otherwise maintain the ability to control, directly or indirectly, the
Borrower, or (iii) TA ceasing at any time to, directly or indirectly, have
the power to elect a majority of the Board of Directors of the Borrower; or


 


(k)           any change in equity
ownership of any Subsidiary of the Borrower, except to the extent permitted by Section 6.6;
or


 


(l)            Coleman Fung shall cease to
be the Chief Executive Officer of the Borrower or Kevin Hesselbirg shall cease
to be the Chief Financial Officer of the Borrower, or shall cease to perform
substantially all of his duties and responsibilities as such officer for a
period of more than thirty 30 days (exclusive of vacations not in excess 


 


59

















 


of
such officer’s normal annual vacation allowance) and such Person shall not be
replaced within 90 days of such event or circumstance; or


 


(m)          the Borrower or any other
member of the Borrower Affiliated Group shall be enjoined, restrained or in any
way prevented by the order of any court or any administrative or regulatory
agency from conducting any material part of its business and such order shall
continue in effect for more than 45 days, or the Borrower or any other member
of the Borrower Affiliated Group shall be indicted for a state, federal,
provincial (or similar foreign jurisdiction) crime, or any civil or criminal
action shall otherwise have been brought or threatened in writing against the
Borrower or any other member of the Borrower Affiliated Group, a punishment for
which in any such case could include forfeiture of any assets of the Borrower
Affiliated Group having a fair market value in excess of $250,000; or


 


(n)           there shall occur any
material damage to, or loss, theft or destruction of, any Collateral, whether
insured or not insured, or any strike, lockout, labor dispute, embargo, condemnation,
act of God or public enemy, or other casualty, which in any such case causes,
for more than 30 consecutive days, any material cessation or substantial
curtailment of revenue producing activities at any facility of the Borrower or
any other member of the Borrower Affiliated Group if such event or circumstance
is not covered by business interruption insurance; or


 


(o)           there shall occur the loss,
suspension or revocation of, or failure to renew, any license or permit now
held or hereafter acquired if such loss, suspension, revocation or failure to
renew could reasonably be expected to have a Material Adverse Effect; or


 


(p)           any covenant, agreement or
obligation of the Borrower or any other member of the Borrower Affiliated Group
contained in or evidenced by any Loan Document or any Ancillary Document to
which the Borrower or such member of the Borrower Affiliated Group is a party
shall, prior to the date on which such document terminates, cease in any
material respect to be legal, valid, binding or enforceable in accordance with
the terms thereof, which cessation (in the case of an Ancillary Document only)
can reasonably be expected to have a Material Adverse Effect; or


 


(q)           any Loan Document or any
Ancillary Document shall be canceled, terminated, revoked or rescinded (or any
notice of such cancellation, termination, revocation or rescission given) other
than with the express prior written agreement, consent or approval of the
Lender; or any action at law, suit in equity or other legal proceeding to cancel,
revoke, or rescind any Loan Document or any Ancillary Document shall be
commenced by or on behalf of the Borrower or any other member of the Borrower
Affiliated Group, or by any court or any other governmental or regulatory
authority or agency of competent jurisdiction; or any court or any other
governmental or regulatory authority or agency of competent jurisdiction shall
make a determination that, or shall issue a judgment, order, decree or ruling
to the effect that, any one or more of the Loan 
Documents or Ancillary Documents or any one or more of the obligations
of the Borrower or any other member of the Borrower Affiliated Group under any
one or more 


 


60

















 


of
the Loan Documents and Ancillary Documents are illegal, invalid or
unenforceable in accordance with the terms thereof; or


 


(r)            (i) any default or
event of default shall occur and be continuing under any Subordinated Debt
Document, or (ii) any default or event of default shall occur and be
continuing under any other Ancillary Document and, in the case of any such
default or event of default under this clause (ii), the Lender determines, in
the exercise of its reasonable discretion, that such default or event of
default could reasonably be expected to have a Material Adverse Effect.


 


7.2.  Remedies.  Upon the occurrence of an Event of Default
described in subsections 7.1(g) and (h), immediately and automatically,
and upon the occurrence of any other Event of Default, at any time thereafter
while such Event of Default is continuing, upon the Lender’s declaration:


 


(a)           the Lender’s commitment to
make any further Loans hereunder shall terminate;


 


(b)           the unpaid principal amount
of the Loans together with accrued interest, all other Obligations, and all other
obligations of the Borrower to the Lender of any kind shall become immediately
due and payable without presentment, demand, protest or further notice of any
kind, all of which are hereby expressly waived; and


 


(c)           the Lender may exercise any
and all rights the Lender has under this Agreement, the Notes, the Loan
Documents, or any other documents or agreements executed in connection
herewith, or at law or in equity, and proceed to protect and enforce the Lender’s
rights by any action at law, in equity or other appropriate proceeding.


 


SECTION VIII


 


MISCELLANEOUS


 


8.1.  Notices.  Unless otherwise specified herein, all
notices hereunder to any party hereto shall be in writing and shall be deemed
to have been given when delivered by hand, when properly deposited in the mails
postage prepaid, when sent by electronic facsimile transmission, or when
delivered to an overnight courier, addressed to such party at its address
indicated below:


 


61

















 


If to the Borrower, at


 


OpenLink Financial, Inc.


1502 Reckson Plaza, West Tower - 15th
Floor


Uniondale, NY 
11556-1502


Attention: 
Kevin Hesselbirg, Chief Financial Officer


Telecopy:  (516) 394-1193


 


with copies to


 


TA Associates, Inc.


125 High Street, Suite 2500


Boston, MA  02110


Attention: 
Jonathan W. Meeks, Principal


Telecopy:  (617) 574-6728


 


- and –


 


Goodwin Procter LLP


53 State Street


Boston, Massachusetts  02109


Attention: 
John LeClaire, Esq.


Telecopy:  (617) 523-1231


 


If to the Lender, at


 


Bank of America, N.A.


100 Federal Street


Boston, Massachusetts  02110


Attention: 
Debra E. DelVecchio, Managing Director


Telecopy:  (617) 434-0819


 


with a copy to


 


Goulston & Storrs, P.C.


400 Atlantic Avenue


Boston, Massachusetts  02110


Attention: 
Philip A. Herman, Esq.


Telecopy:  (617) 574-4112


 


or
at any other address specified by such party in writing.


 


8.2.  Expenses.  The Borrower will pay on demand all
reasonable expenses of the Lender in connection with the administration of the
Loans and the preparation, waiver or amendment of this Agreement, the Notes,
the other Loan Documents or other documents executed in connection therewith,
or the reasonable expenses of the Lender in connection 


 


62

















 


with
a default or collection of the Loans or other Obligations or exercise,
preservation or enforcement of any of its rights, remedies or options hereunder
or thereunder, including, without limitation, reasonable fees of outside legal
counsel and any local counsel (but excluding the allocated costs of in-house
legal counsel), accounting, consulting, brokerage or other similar professional
fees or expenses, all reasonable out-of-pocket costs and expenses (including
reasonable fees of outside counsel, but excluding any allocated costs of in-house
legal counsel) of the Lender incurred in connection with any syndication (other
than fees paid to syndicate participants without the Borrower’s approval)
and/or participation of the Loans, and any reasonable fees or expenses
associated with any travel or other costs relating to any appraisals or
examinations conducted in connection with the Obligations or any Collateral
therefor, and the amount of all such expenses, if not paid within 20 days of
receipt of an invoice therefor, shall until paid, bear interest at the rate
applicable to Revolving Loans hereunder (including any default rate).


 


8.3.  Indemnification.  The Borrower shall absolutely and
unconditionally indemnify and hold harmless the Lender from and against any and
all claims, demands, suits, actions, causes of action, damages, losses,
settlement payments, obligations, costs, expenses (including, without
limitation, reasonable fees and disbursements of counsel, but excluding the
allocated costs of in-house counsel) and all other liabilities whatsoever which
shall at any time or times be incurred or sustained by the Lender or by any of
its shareholders, directors, officers, employees, subsidiaries, affiliates or
agents (other than as a result of the gross negligence or willful misconduct of
the Lender as determined by a final, non-appealable judgment of a court of
competent jurisdiction) on account of, or in relation to, or in any way in
connection with, any of the arrangements or transactions contemplated by,
associated with or ancillary to either this Agreement, any of the other Loan
Documents or any of the Ancillary Documents, whether or not all or any of the
transactions contemplated by, associated with or ancillary to this Agreement,
any of such Loan Documents or any of such Ancillary Documents, are ultimately
consummated.  Without prejudice to the
survival of any other covenant of the Borrower hereunder, the covenants of this
Section 8.3 shall survive the termination of this Agreement and the
payment or satisfaction of payment of amounts owing with respect to the Notes
or any other Loan Document.  For the sake
of clarity, this Section 8.3 shall not apply to Taxes, which are provided
for in Sections 2.11 and 2.21.


 


8.4.  Set-Off.  Regardless of the adequacy of any collateral
or other means of obtaining repayment of the Obligations, any deposits,
balances or other sums credited by or due from the Lender or any of its branch
or affiliate offices to the Borrower or any other member of the Borrower
Affiliated Group may, at any time and from time to time after the occurrence of
an Event of Default hereunder, without notice to the Borrower or such member of
the Borrower Affiliated Group or compliance with any other condition precedent
now or hereafter imposed by statute, rule of law, or otherwise (all of which
are hereby expressly waived) be set off, appropriated, and applied by the
Lender against any and all obligations of the Borrower or such member of the
Borrower Affiliated Group to the Lender or any of its affiliates in such manner
as the head office of the Lender or any of its branch offices in its sole
discretion may determine (with notice to be given to the 


 


63

















 


Borrower
promptly thereafter), and the Borrower and each other member of the Borrower
Affiliated Group hereby grants the Lender a continuing security interest in
such deposits, balances or other sums for the payment and performance of all
such obligations.


 


8.5.  Term of Agreement.  This Agreement shall continue in force and
effect so long as the Lender has any commitment to make Loans hereunder or any
Loan or any Obligation shall be outstanding.


 


8.6.  No Waivers.  No failure or delay by the Lender in
exercising any right, power or privilege hereunder or under either Note or
under any other documents or agreements executed in connection herewith shall
operate as a waiver thereof; nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege.  The rights
and remedies herein and in the Notes provided are cumulative and not exclusive
of any rights or remedies otherwise provided by agreement or law.


 


8.7.  Governing Law.  This Agreement, the Notes and the other Loan
Documents shall be deemed to be contracts made under seal and shall be
construed in accordance with and governed by the laws of the Commonwealth of
Massachusetts (without giving effect to any conflicts of laws provisions
contained therein).  Any legal action or
proceeding arising out of or relating to this Agreement, any other Loan
Document or any Obligation may be instituted, in the Lender’s sole discretion,
in the courts of the Commonwealth of Massachusetts, the United States of
America for the District of Massachusetts, and the Lender, the Borrower and
each other member of the Borrower Affiliated Group hereby irrevocably submits
to the jurisdiction of each such court in any such action or proceeding; provided,
however, that the foregoing shall not limit the Lender’s rights to bring
any legal action or proceeding in any other appropriate jurisdiction.


 


8.8.  Amendments, Waivers, Etc.  Except as otherwise expressly provided in
this Agreement or any of the other Loan Documents:  (i) each of the Loan Documents may be
modified, amended or supplemented in any respect whatever only with the prior
written consent or approval of the Lender and the Borrower; and (ii) the
performance or observance by the Borrower of any of its covenants, agreements
or obligations under any of the Loan Documents may be waived only with the
written consent of the Lender.


 


8.9.  Binding Effect of Agreement.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided that (i) the Borrower may not assign or transfer
its rights or obligations hereunder, and (ii) the Lender may assign or
transfer its rights or obligations hereunder to any Person only in accordance
with the provisions of Section 8.10.


 


8.10.  Successors and Assigns.


 


(i)  The Lender may at
any time grant to one or more banks or other financial institutions (each, a “Participant”)
participating interests in any of its Commitments or


 


64














 


any or all of its Loans in an amount and on such terms as the Lender
may deem appropriate.  In the event of
any such grant by the Lender of a participating interest to a Participant,
whether or not upon notice to the Borrower, the Lender shall remain responsible
for the performance of its obligations hereunder, and the Borrower shall
continue to deal solely and directly with the Lender in connection with the
Lender’s rights and obligations under this Agreement.  Any agreement pursuant to which the Lender may
grant such a participating interest shall provide that the Lender shall retain
the sole right and responsibility to enforce the obligations of the Borrower
hereunder including, without limitation, the right to approve any amendment,
modification or waiver of any provision of this Agreement; provided, however,
that such participation agreement may provide that the Lender will not agree,
without the consent of the Participant, to any of the following modifications,
amendments or waivers of this Agreement:  (A) any change in the amount or the due
date of any of the Obligations; (B) any change in the interest rates
prescribed hereunder or in the Notes; (C) any release of any Guarantees or
all or any part of the Collateral; and (D) any change in the terms of this
Section 8.10.  The Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.11, 2.12
and 2.16 with respect to its participating interest.  An assignment or other transfer which is not
permitted by subsection (ii) below shall be given effect for purposes of
this Agreement only to the extent of a participating interest granted in
accordance with this subsection (i).


 


(ii)  The Lender may at any time assign to one or more banks or
other financial institutions (each, an “Assignee”) all, or a part of all, of
its rights, interests and obligations under this Agreement and the Notes (or
any one of its Notes) on such terms, as between the Lender and each of its
Assignees, as the Lender may deem appropriate (it being understood that any
such assignments do not have to be made proportionately among the facilities),
and such Assignee shall assume such rights, interests and obligations, pursuant
to an instrument executed by such Assignee and the Lender; provided, however,
that (A) except in the cases of an assignment of the entire remaining
amount of the Total Commitment and the Loans at the time owing to the Lender
and Letters of Credit issued by it or, of an assignment to an Affiliate of the
Lender, the aggregate amount of the Total Commitment (which for this purpose
includes Loans and Letters of Credit outstanding) subject to each such
assignment (determined as of the date on which the Assignment and Acceptance
with respect to such assignment is delivered to the Lender) shall not be less than
$2,500,000 unless the Lender and, so long as no Default or Event of Default has
occurred and is continuing, the Borrower otherwise consent (each such consent
not to be unreasonably withheld or delayed), and (b) prior to assigning
any interest to any Assignee hereunder, the Lender will (x) notify the
Borrower in writing identifying the proposed Assignee and stating the aggregate
principal amount of the proposed interest to be assigned, and (y) prior to
the occurrence (which is continuing) of an Event of Default, receive the prior
written consent of the Borrower, which consent may not be unreasonably withheld
or delayed.  It is understood and agreed
that the proviso contained in the immediately preceding sentence shall not be
applicable in the case of, and this subsection (ii) shall not restrict, an
assignment or other transfer by the Lender to an Affiliate of the Lender or a
collateral assignment or other similar transfer to a Federal Reserve Bank.  Upon execution and delivery of such an instrument
and 


 


65

















 


payment by such Assignee to the Lender of an amount equal to the
purchase price agreed between the Lender and such Assignee, such Assignee shall
be a Lender party to this Agreement and shall have all the rights, interests
and obligations of a Lender with the Commitments as set forth in such
instrument of assumption, and the transferor Lender shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. 
Upon the consummation of any assignment pursuant to this subsection
(ii), the transferor Lender and the Borrower shall make appropriate
arrangements so that, if required, new Notes are issued to the Assignee and
appropriate amendments are made to the Loan Documents to reflect the addition
of new lenders hereunder (including, without limitation, amendments to reflect
that the initial Lender hereunder shall act as collateral agent, with respect
to the Collateral, for the benefit of all the lenders).


 


(iii)  No Assignee, Participant or other transferee of the Lender’s
rights shall be entitled to receive any greater payment under Sections 2.11,
2.12 and 2.16 than such Lender would have been entitled to receive with respect
to the rights transferred, unless such transfer is made with the Borrower’s
prior written consent or at a time when the circumstances giving rise to the
right to such greater payment did not exist.


 


8.11.  Counterparts.  This Agreement may be signed in any number of
counterparts with the same effect as if the signatures hereto and thereto were
upon the same instrument.


 


8.12.  Partial Invalidity.  The invalidity or unenforceability of any one
or more phrases, clauses or sections of this Agreement shall not affect the
validity or enforceability of the remaining portions of it.


 


8.13.  Captions.  The captions and headings of the various
sections and subsections of this Agreement are provided for convenience only
and shall not be construed to modify the meaning of such sections or
subsections.


 


8.14.  WAIVER
OF JURY TRIAL.  THE BORROWER AND THE
LENDER MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT
TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER
OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT CONTEMPLATED TO
BE EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
FOR THE LENDER TO ENTER INTO THIS AGREEMENT AND TO MAKE LOANS AND EXTEND CREDIT
TO THE BORROWER.  The Borrower (i) certifies
that neither the Lender, nor any representative, agent or attorney of the
Lender has represented, expressly or otherwise, that the Lender would not, in
the event of litigation, seek to enforce the foregoing waivers and (ii) acknowledges
that, in entering into this Agreement and the other Loan Documents to which the
Borrower 


 


66

















 


is a party, the Lender is relying upon, among
other things, the waivers and certifications contained in this Section 8.14.


 


8.15.  WAIVER
OF SPECIAL DAMAGES.  EXCEPT AS
PROHIBITED BY LAW, THE BORROWER HEREBY WAIVES ANY RIGHTS WHICH IT MAY HAVE
TO CLAIM OR RECOVER IN ANY LITIGATION WITH RESPECT TO ANY ACTION OR CLAIM
ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THE LOAN DOCUMENTS, INCLUDING
WITHOUT LIMITATION THIS AGREEMENT, THE NOTES AND THE SECURITY DOCUMENTS AND ANY
AMENDMENTS THEREOF, ANY SPECIAL EXEMPLARY OR PUNITIVE DAMAGES.  THE BORROWER (A) CERTIFIES THAT NO
LENDER OR REPRESENTATIVE, AGENT OR ATTORNEY THEREOF HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH ENTITY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES THAT, IN ENTERING INTO
THIS AGREEMENT, THE LENDER IS RELYING UPON, AMONG OTHER THINGS, THE WAIVERS AND
CERTIFICATIONS CONTAINED IN THIS SECTION 8.14.


 


8.16.  Entire Agreement.  This Agreement, the Notes, the other Loan
Documents and the other documents and agreements executed in connection
herewith constitute the final agreement of the parties hereto and supersede any
prior agreement or understanding, written or oral, with respect to the matters
contained herein and therein.


 


8.17.  USA Patriot Act.  The Lender hereby notifies the Borrower that
pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Borrower and any
member of the Borrower Affiliated Group, which information includes the name
and address of the Borrower and such member of the Borrower Affiliated Group
and other information that will allow such Lender to identify the Borrower and
each member of the Borrower Affiliated Group in accordance with the Act.


 


67

















 


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


 


	
   

  	
  The  Borrower:

  
	
   

  	
   

  
	
   

  	
  OPEN LINK FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Coleman Fung

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The  Lender:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Debra E. DelVecchio

  
	
   

  	
   

  	
  Name: Debra E. DelVecchio

  
	
   

  	
   

  	
  Title: Managing Director

  



 


Signature
Page to Revolving Credit and Term Loan Agreement


 

















 


EXHIBIT A-1


 


[FORM OF REVOLVING CREDIT NOTE]


 


A-1-1

















 


EXHIBIT A-2


 


[FORM OF TERM NOTE]


 


A-2-1

















 


EXHIBIT B


 


[FORM OF NOTICE OF BORROWING OR
CONVERSION]


 


B-1

















 


EXHIBIT C


 


INDEBTEDNESS;
ENCUMBRANCES


 


C-1

















 


EXHIBIT D


 


DISCLOSURE


 


D-1

















 


EXHIBIT E


 


FORM OF OPINION OF COUNSEL TO


THE BORROWER AFFILIATED GROUP


 


E-1

















 


EXHIBIT F


 


[FORM OF REPORT OF CHIEF FINANCIAL
OFFICER]


 


G-1

















 


SCHEDULE A


to


EXHIBIT F


 


FINANCIAL
COVENANTS


 


G-2














 


EXHIBIT A-1


 


REVOLVING CREDIT NOTE


 


Date:      ,
200    


 


FOR VALUE RECEIVED, the undersigned (hereinafter, together with its
successors and assigns, called the “Borrower”), by this promissory note
(hereinafter, together with the Schedule annexed hereto, called “this Note”),
absolutely and unconditionally promises to pay to the order of BANK OF AMERICA,
N.A. (hereinafter, together with its successors in title and assigns, called
the “Lender”), the principal sum of                               
and 00/100 Dollars ($                ),
or if less so much thereof as shall have been advanced by the Lender to the
Borrower by way of revolving credit loans under the Loan Agreement (as
hereinafter defined) and which remains outstanding, such payment to be made as
hereinafter provided, and to pay interest on the principal sum outstanding
hereunder from time to time as hereinafter provided.


 


Capitalized terms used herein without definition shall have the meaning
set forth in the Loan Agreement.


 


The unpaid principal amount under this Note from time to time
outstanding (not at the time overdue) shall bear interest at the rate or rates
from time to time in effect under the Loan Agreement.  Accrued interest on the unpaid principal amount
outstanding from time to time under this Note shall be payable on the dates
specified in the Loan Agreement.


 


On                               ,
20    , the date of the final maturity of this Note, there
shall become absolutely due and payable by the Borrower hereunder, and the
Borrower hereby promises to pay to the Lender, the balance (if any) of the
principal hereof then remaining unpaid, all of the unpaid interest accrued
hereon and all (if any) other amounts payable on or in respect of this Note or
the indebtedness evidenced hereby.


 


Each overdue amount (whether of principal, interest or otherwise)
payable on or in respect of this Note or the indebtedness evidenced hereby
shall (to the extent permitted by applicable law) bear interest at the rates
and on the terms provided by the Loan Agreement.  The unpaid interest accrued on each overdue
amount in accordance with the foregoing terms of this paragraph shall become
and be absolutely due and payable by the Borrower to the Lender on demand by
the Lender.


 


Each payment of principal, interest or other sum payable on or in
respect of this Note or the indebtedness evidenced hereby shall be made by the
Borrower directly to the Lender in dollars, at the address of the Lender set
forth in the Loan Agreement, on the due date of such payment, and in immediately
available and freely transferable funds.


 


1

















 


This Note is made and delivered by the Borrower to the Lender pursuant
to the Revolving Credit and Term Loan Agreement, dated as of February 1,
2006, between the Borrower and the Lender, and joined in for certain purposes
by certain other parties (hereinafter, as originally executed, and as now or
hereafter varied or supplemented or amended and restated, called the “Loan
Agreement”), to which reference is hereby made for a statement of the terms
and conditions (to the extent not set forth herein) under which the Loans
evidenced by this Note were made and are to be repaid.  This Note evidences the obligation of the Borrower
(a) to repay the principal amount of the Revolving Loans made by the
Lender to the Borrower pursuant to the Loan Agreement; (b) to pay
interest, as herein and therein provided, on the principal amount hereof
remaining unpaid from time to time; and (c) to pay other amounts which may
become due and payable hereunder or thereunder as herein and therein
provided.  The payment of the principal
of and the interest on this Note and the payment of all (if any) other amounts
as may become due and payable on or in respect of this Note are secured by
certain collateral and have been guaranteed, as evidenced by the Loan
Documents.  Reference is hereby made to
the Loan Agreement (including the Exhibits and Schedules annexed
thereto) and to the other Loan Documents for a complete statement of the terms thereof
and for a description of such collateral and such guarantees.


 


The Borrower will have the right to prepay the unpaid principal of this
Note in full or in part upon the terms contained in the Loan Agreement.  The Borrower will have an obligation to prepay
principal of this Note from time to time if and to the extent required under,
and upon the terms contained in, the Loan Agreement.  Any partial payment of the indebtedness
evidenced by this Note shall be applied in accordance with the terms of the Loan
Agreement.


 


Pursuant to and upon the terms contained in Section 7.2 of the
Loan Agreement, the entire unpaid principal of this Note, all of the interest
accrued on the unpaid principal of this Note and all (if any) other amounts
payable on or in respect of this Note or the indebtedness evidenced hereby may
be declared to be immediately due and payable, whereupon the entire unpaid
principal of this Note, all of the interest accrued on the unpaid principal of
this Note and all (if any) other amounts payable on or in respect of this Note
or the indebtedness evidenced hereby shall (if not already due and payable)
forthwith become and be due and payable to the Lender without presentment,
demand, protest or any other formalities of any kind, all of which are hereby
expressly and irrevocably waived by the Borrower, excepting only any notice
expressly provided for in the Loan Agreement.


 


All computations of interest payable as provided in this Note shall be
made by the Lender in accordance with the terms of the Loan Agreement.  The interest rate in effect from time to time
shall be determined in accordance with the terms of the Loan Agreement.


 


No delay or omission on the part of the Lender or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of
any other rights of the 


 


2

















 


Lender or such holder, nor shall any delay, omission or waiver on any
one occasion be deemed a bar or waiver of the same or any other right on any
further occasion.


 


The Borrower and every endorser and guarantor of this Note hereby
irrevocably waives notice of acceptance, presentment, demand, notice of
nonpayment, protest, notice of protest, suit and all other demands, notices and
other conditions precedent in connection with the delivery, acceptance,
performance, default, collection and/or enforcement of this Note or any
collateral or security therefor, except for notices expressly provided for in
the Loan Agreement or any other Loan Document, and assents to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.


 


The Borrower hereby absolutely and irrevocably consents and submits to
the non-exclusive jurisdiction of the courts of the Commonwealth of
Massachusetts and the United States of America for the District of
Massachusetts in connection with any actions or proceedings arising out of or
relating to this Note.


 


THE BORROWER AND THE LENDER AND ANY HOLDER HEREOF MUTUALLY HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN
RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS NOTE OR ANY OTHER LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. 
THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR THE LENDER TO ACCEPT
THIS NOTE AND THE MAKE THE LOAN.


 


This Note is intended to take effect as a sealed instrument.  This Note and the obligations of the Borrower
hereunder shall be governed by and interpreted and determined in accordance
with the laws of the Commonwealth of Massachusetts.


 


3

















 


IN WITNESS WHEREOF, this REVOLVING CREDIT NOTE has been duly executed
by the undersigned on the day and in the year first above written.


 


	
   

  	
  OPENLINK FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


4

















 


SCHEDULE TO REVOLVING CREDIT NOTE


 


	
  DATE

  	
   

  	
  AMOUNT

  OF LOAN

  	
   

  	
  TYPE OF LOAN

  (BASE RATE OR

  EURODOLLAR)

  	
   

  	
  APPLICABLE

  BASE RATE

  MARGIN OR

  APPLICABLE

  EURODOLLAR

  MARGIN

  	
   

  	
  INTEREST

  RATE*

  	
   

  	
  INTEREST

  PERIOD**

  	
   

  	
  AMOUNT

  PAID

  	
   

  	
  NOTATION

  MADE BY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






	
  *

  	
   

  	
  For
  Base Rate Loans, insert “Base Rate plus Applicable Base Rate Margin”

  
	
   

  	
   

  	
  For
  Eurodollar Loans, insert “Eurodollar Rate plus Applicable Eurodollar Margin”

  
	
  **

  	
   

  	
  For
  Eurodollar Loans only

  



 














 


EXHIBIT
A-2


 


TERM
NOTE


 


Date:          January     ,
200    


 


FOR VALUE RECEIVED, the undersigned (hereinafter,
together with its successors and assigns, called the “Borrower”), by this
promissory note (hereinafter, together with the Schedule annexed hereto, called
“this Note”), absolutely and unconditionally promises to pay to the order of
BANK OF AMERICA, N.A. (hereinafter, together with its successors in title and
assigns, called the “Lender”), the principal sum of                                     
and 00/100 Dollars (                      ),
or, if less, the aggregate principal outstanding amount of all fundings made
pursuant to Section 2.1(b) of the Loan Agreement (as hereinafter
defined) and which remains outstanding, such payment to be made as hereinafter
provided, and to pay interest on the principal sum outstanding hereunder from
time to time.


 


Capitalized terms used herein without definition
shall have the meaning set forth in the Loan Agreement.


 


The unpaid principal amount under this Note from
time to time outstanding (not at the time overdue) shall bear interest at the
rate or rates from time to time in effect under the Loan Agreement.  Accrued interest on the unpaid principal
amount outstanding from time to time under this Note shall be payable on the
dates specified in the Loan Agreement.


 


Subject to the prepayment provisions of the Loan
Agreement, the entire outstanding principal of this Note shall be payable by
the Borrower to the holder hereof in twenty (20) consecutive quarter-annual
installments of principal, with such installments to be payable on the last day
of each March, June, September and December in each year, beginning                             ,
200  , and with the last of such twenty (20) installments to be
payable on                         ,
20    .  While any
principal hereof remains unpaid, subject to the prepayment provisions of the
Loan Agreement, the Borrower hereby absolutely promises to pay to the holder
hereof, remaining installments of the principal of this Note when due.  Subject to the prepayment provisions in the
Loan Agreement, the amount of each installment of principal payable by the
Borrower is set forth in the following table opposite the date on which such
installment shall become due and payable hereunder:


 




	
  Installment

  Payment Date

  	
   

  	
  Aggregate Amount

  of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  03/31/06

  	
   

  	
   

  	
   

  
	
  06/30/06

  	
   

  	
   

  	
   

  






 


1

















 




	
  09/30/06

  	
   

  	
   

  	
   

  
	
  12/31/06

  	
   

  	
   

  	
   

  
	
  03/31/07

  	
   

  	
   

  	
   

  
	
  06/30/07

  	
   

  	
   

  	
   

  
	
  09/30/07

  	
   

  	
   

  	
   

  
	
  12/31/07

  	
   

  	
   

  	
   

  
	
  03/31/08

  	
   

  	
   

  	
   

  
	
  06/30/08

  	
   

  	
   

  	
   

  
	
  09/30/08

  	
   

  	
   

  	
   

  
	
  12/31/08

  	
   

  	
   

  	
   

  
	
  03/31/09

  	
   

  	
   

  	
   

  
	
  06/30/09

  	
   

  	
   

  	
   

  
	
  09/30/09

  	
   

  	
   

  	
   

  
	
  12/31/09

  	
   

  	
   

  	
   

  
	
  03/31/10

  	
   

  	
   

  	
   

  
	
  06/30/10

  	
   

  	
   

  	
   

  
	
  09/30/10

  	
   

  	
   

  	
   

  
	
  12/31/2010

  	
   

  	
   

  	
   

  






 


On                           ,
20    , the date of the final maturity of this Note, there
shall become absolutely due and payable by the Borrower hereunder, and the
Borrower hereby promises to pay to the Lender, the balance (if any) of the
principal hereof then remaining unpaid, all of the unpaid interest accrued
hereon and all (if any) other amounts payable on or in respect of this Note or
the indebtedness evidenced hereby.


 


Each overdue amount (whether of principal, interest
or otherwise) payable on or in respect of this Note or the indebtedness
evidenced hereby shall (to the extent permitted by applicable law) bear interest
at the rates and on the terms provided by the Loan Agreement.  The unpaid interest accrued on each overdue
amount in accordance with the foregoing terms of this paragraph shall become
and be absolutely due and payable by the Borrower to the Lender on demand by
the Lender.


 


Each payment of principal, interest or other sum
payable on or in respect of this Note or the indebtedness evidenced hereby
shall be made by the Borrower directly to the Lender in dollars, at the address
of the Lender set forth in the Loan Agreement, on the due date of such payment,
and in immediately available and freely transferable funds.


 


This Note is made and delivered by the Borrower to
the Lender pursuant to the Revolving Credit and Term Loan Agreement, dated as
of  February 1, 2006, between the
Borrower and the Lender, and joined in for certain purposes by certain other
parties (hereinafter, as originally executed, and as now or hereafter varied or
supplemented or amended and restated, called the “Loan Agreement”), to which reference
is hereby made for a statement of the terms and conditions (to the extent not
set forth herein) under which the Loan evidenced hereby was made and is to be
repaid.  This Note evidences the
obligation of the Borrower (a) to repay the principal amount of the Term
Loan made by the Lender to the Borrower pursuant to the Loan Agreement; (b) to
pay interest, as herein 


 


2

















 


and
therein provided, on the principal amount hereof remaining unpaid from time to
time; and (c) to pay other amounts which may become due and payable
hereunder or thereunder as herein and therein provided.  The payment of the principal of and the
interest on this Note and the payment of all (if any) other amounts as may
become due and payable on or in respect of this Note are secured by certain
collateral and have been guaranteed, as evidenced by the Loan Documents.  Reference is hereby made to the Loan
Agreement (including the Exhibits and Schedules annexed thereto) and to the
other Loan Documents for a complete statement of the terms thereof and for a
description of such collateral and such guarantees.


 


The Borrower will have the right to prepay the
unpaid principal of this Note in full or in part upon the terms contained in
the Loan Agreement.  The Borrower will
have an obligation to prepay principal of this Note from time to time if and to
the extent required under, and upon the terms contained in, the Loan Agreement.  Any partial payment of the indebtedness
evidenced by this Note shall be applied in accordance with the terms of the
Loan Agreement.  Any prepaid principal of
this Note may not be reborrowed.


 


Pursuant to and upon the terms contained in Section 7.-2
of the Loan Agreement, the entire unpaid principal of this Note, all of the
interest accrued on the unpaid principal of this Note and all (if any) other
amounts payable on or in respect of this Note or the indebtedness evidenced
hereby may be declared to be immediately due and payable, whereupon the entire
unpaid principal of this Note, all of the interest accrued on the unpaid
principal of this Note and all (if any) other amounts payable on or in respect
of this Note or the indebtedness evidenced hereby shall (if not already due and
payable) forthwith become and be due and payable to the Lender without
presentment, demand, protest or any other formalities of any kind, all of which
are hereby expressly and irrevocably waived by the Borrower, excepting only any
notice expressly provided for in the Loan Agreement.


 


All computations of interest payable as provided in
this Note shall be made by the Lender in accordance with the terms of the Loan
Agreement.  The interest rate in effect
from time to time shall be determined in accordance with the terms of the Loan
Agreement.


 


No delay or omission on the part of the Lender or
any holder hereof in exercising any right hereunder shall operate as a waiver
of such right or of any other rights of the Lender or such holder, nor shall
any delay, omission or waiver on any one occasion be deemed a bar or waiver of
the same or any other right on any further occasion.


 


The Borrower and every endorser and guarantor of
this Note hereby irrevocably waives notice of acceptance, presentment, demand,
notice of nonpayment, protest, notice of protest, suit and all other demands,
notices and other conditions precedent in connection with the delivery,
acceptance, performance, default, collection and/or enforcement of this Note or
any collateral or security therefor, except for notices expressly provided for
in the Loan Agreement or any other Loan Document, and assents 


 


3

















 


to
any extension or postponement of the time of payment or any other indulgence,
to any substitution, exchange or release of collateral and to the addition or
release of any other party or person primarily or secondarily liable.


 


The Borrower hereby absolutely and irrevocably
consents and submits to the non-exclusive jurisdiction of the courts of the
Commonwealth of Massachusetts and the United States of America for the District
of Massachusetts in connection with any actions or proceedings arising out of
or relating to this Note.


 


THE BORROWER AND THE LENDER AND ANY HOLDER HEREOF
MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE OR ANY OTHER LOAN DOCUMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
FOR THE LENDER TO ACCEPT THIS NOTE AND THE MAKE THE LOAN.


 


This Note is intended to take effect as a sealed
instrument.  This Note and the
obligations of the Borrower hereunder shall be governed by and interpreted and
determined in accordance with the laws of the Commonwealth of Massachusetts.


 


(Signatures on next page)


 


4

















 


IN WITNESS WHEREOF, this TERM NOTE has been duly
executed by the undersigned on the day and in the year first above written.


 


 


	
   

  	
  OPENLINK
  FINANCIAL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 

















 


SCHEDULE TO TERM NOTE


 


	
  DATE

  	
   

  	
  AMOUNT

  OF LOAN

  	
   

  	
  TYPE OF LOAN

  (BASE RATE OR

  EURODOLLAR)

  	
   

  	
  APPLICABLE

  BASE RATE

  MARGIN OR

  APPLICABLE

  EURODOLLAR

  MARGIN

  	
   

  	
  INTEREST

  RATE*

  	
   

  	
  INTEREST

  PERIOD**

  	
   

  	
  AMOUNT

  PAID

  	
   

  	
  NOTATION

  MADE BY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






	
  *

  	
   

  	
  For Base Rate Loans, insert “Base Rate plus Applicable Base Rate
  Margin”

  
	
   

  	
   

  	
  For Eurodollar Loans, insert “Eurodollar Rate plus Applicable
  Eurodollar Margin”

  
	
  **

  	
   

  	
  For Eurodollar Loans only

  



 














 


EXHIBIT B


 


OPEN LINK FINANCIAL, INC.


 


Bank
of America, N.A.


100
Federal Street


Boston,
Massachusetts  02110


 


	
  Re:

  	
   

  	
  Revolving
  Credit and Term Loan Agreement

  
	
   

  	
   

  	
  Dated
  as of February 1, 2006 (the “Agreement”)

  



 


Ladies
and Gentlemen:


 


Pursuant
to Section 2.4 of the Agreement the undersigned hereby confirms its
request made on                                 ,
200   for a (Base Rate) (Eurodollar) Loan in the amount of $                            
to be made on                             ,
200  .  We understand that this
request is irrevocable and binding on us and to accept the requested (Base
Rate) (Eurodollar) Loan on such date.


 


The
Interest Period applicable to said Loan will be (one) (two) (three) (six)
months.) *


 


(Said
Loan represents a (conversion) (continuation) of the (Base rate) (Eurodollar)
Loan in respect of (a Revolving Loan) (a portion of the Term Loan) in the same
amount made on                                       .)
**


 


We
hereby certify (a) that the aggregate outstanding principal amount of the
Revolving Loans on today’s date is $                                    ,
(b) that we will use the proceeds of the requested Loan in accordance with
the provisions of the Agreement, (c) that the representations and
warranties contained or referred to in Section IV of the Agreement are
true and accurate in all material respects on and as of the effective date of
the Loan requested hereby as though made at and as of such date (except to the
extent that such representations and warranties expressly relate to an earlier
date), and (d) that no Default or Event of Default has occurred and is
continuing or will result from the Loan.


 


	
   

  	
  OPEN
  LINK FINANCIAL, INC.

  
	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
					



 






	
  *

  	
  To
  be inserted in any request for the Eurodollar Loan.

  
	
  **

  	
  To
  be inserted in any request for a conversion or continuation.

  



 


1














 


OPEN LINK
FINANCIAL, INC.


1502 Reckson Plaza


West Tower - 15th
Floor


Uniondale, NY  11556-1502


 


	
   

  	
  Dated as of:  September 30, 2006

  



 


Bank of America, N.A.


100 Federal Street


Boston, MA  02110


 


	
  Re:

  	
   

  	
  First Amendment to
  Revolving Credit and Term Loan Agreement

  



 


Ladies and Gentlemen:


 


We refer to the Revolving
Credit and Term Loan Agreement, dated as of February 1, 2006 (as amended
from time to time, the “Agreement”), between Open Link Financial, Inc.
(the “Borrower”) and Bank of America, N.A. (the “Bank”).  Upon the terms and subject to the conditions
contained in the Agreement, you agreed to make Revolving Loans and a Term Loan
to the Borrower.


 


Terms used in this letter
of agreement (the “First Amendment”) which are not defined herein, but which
are defined in the Agreement, shall have the same respective meanings herein as
therein.


 


We have requested that
you make certain amendments to the Agreement. 
You have advised us that you are prepared and would be pleased to make
the amendments so requested by us on the condition that we join with you in
this First Amendment.


 


Accordingly, in
consideration of these premises, the promises, mutual covenants and agreements
contained in this First Amendment, and fully intending to be legally bound by
this First Amendment, we hereby agree with you as follows:


 


ARTICLE I


 


AMENDMENTS TO
AGREEMENT


 


Effective as of September 30,
2006, the Agreement is amended in each of the following respects:


 


(a)           The terms “Loan Documents” and “Security
Documents” shall, wherever used in any of the Loan Documents or Security
Documents, be deemed to also mean and include this First Amendment.


 

















 


(b)           Section 2.10 of the Agreement is
amended:  (i) by deleting each
reference therein to the ratio of “Consolidated Total Funded Debt to EBITDA”,
and (ii) by inserting in place thereof the following:  “Consolidated Total Senior Funded Debt to
EBITDA”.


 


ARTICLE II


 


REPRESENTATIONS
AND WARRANTIES


 


The Borrower hereby
represents and warrants to you as follows:


 


(a)           Representations in Agreement.  Each of the representations and warranties
made by the Borrower to you in the Agreement was true, correct and complete
when made and is true, correct and complete in all material respects on and as
of the date hereof with the same full force and effect as if each of such
representations and warranties had been made by the Borrower on the date hereof
and in this First Amendment (except to the extent such representations and
warranties expressly relate to an earlier date).


 


(b)           No Defaults or Events of Default.  No Default or Event of Default exists on the
date of this First Amendment (after giving effect to all of the arrangements
and transactions contemplated by this First Amendment).


 


(c)           Binding Effect of Documents.  This First Amendment has been duly executed
and delivered to you by the Borrower and is in full force and effect as of the
date hereof, and the agreements and obligations of the Borrower contained
herein constitute the legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms.


 


ARTICLE III


 


PROVISIONS OF
GENERAL APPLICATION


 


(a)           No Other Changes.  Except to the extent specifically amended and
supplemented hereby, all of the terms, conditions and the provisions of the
Agreement and each of the Loan Documents and Security Documents shall remain
unmodified, and the Agreement and each of the other Loan Documents and Security
Documents, as amended and supplemented by this First Amendment, are confirmed
as being in full force and effect.


 


(b)           Governing Law.  This First Amendment is intended to take
effect as a sealed instrument and shall be deemed to be a contract under the
laws of the Commonwealth of Massachusetts. 
This First Amendment and the rights and obligations of each of the
parties hereto and thereto shall be governed by and interpreted and determined
in accordance with the laws of the Commonwealth of Massachusetts.


 


2

















 


(c)           Binding Effect; Assignment.  This First Amendment shall be binding upon
and inure to the benefit of each of the parties hereto and their respective
successors in title and assigns.


 


(d)           Counterparts.  This First Amendment may be executed in any
number of counterparts, each of which when executed and delivered shall be deemed
an original, but all of which together shall constitute one instrument.  In making proof of this First Amendment, it
shall not be necessary to produce or account for more than one counterpart
thereof signed by each of the parties hereto.


 


(e)           Conflict with Other Agreements.  If any of the terms of this First Amendment
shall conflict in any respect with any of the terms of any of the Agreement or
any other Loan Document, the terms of this First Amendment shall be
controlling.


 


(f)            Conditions Precedent.  This First Amendment shall be effective as of
September 30, 2006, but only if the form of acceptance at the end of this
First Amendment shall be signed by the Borrower and the Bank, and the Consent
at the end of this First Amendment shall be signed by each of the Guarantors.


 


If you are in agreement
with the foregoing, please sign the form of acceptance on the enclosed
counterpart of this First Amendment and return such counterpart to the
undersigned, whereupon this First Amendment, as so accepted by you, shall
become a binding agreement between you and the undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  The Borrower:

  
	
   

  	
   

  
	
   

  	
  OPEN LINK FINANCIAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin J. Hesselbirg

  
	
   

  	
  Title:  Chief
  Operating Officer

  



 


3

















 


The foregoing amendment
is hereby accepted by the undersigned as of September 30, 2006.


 


 


The Bank:


 


BANK OF AMERICA, N.A.


 


 


	
  By:

  	
  /s/ Debra E. DelVecchio
  

  	
   

  
	
   

  	
  Title:  Managing
  Director

  



 


4

















 


CONSENT OF GUARANTORS


 


Each of
OpenLink On Demand, LLC, Open Link GP, LLC, Open Link LP, LLC and Open Link
Operating Partnership, L.P. (collectively, the “Guarantors”) has guaranteed the
Obligations of the Borrower under (and as defined in) the Agreement.  By executing this consent, each Guarantor
hereby absolutely and unconditionally reaffirms to the Bank that such Guarantor’s
Subsidiary Guaranty remains in full force and effect.  In addition, each Guarantor hereby
acknowledges and agrees to the terms and conditions of this First Amendment,
and of the Agreement and the other Loan Documents as amended hereby (including,
without limitation, the making of the representations and warranties and the
performance of the covenants applicable to it herein or therein).


 


	
   

  	
  OPENLINK ON
  DEMAND, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
  Name:

  	
  Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
  Title:

  	
  Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN LINK GP,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
  Name:

  	
  Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN LINK LP,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian
  Rosengold

  
	
   

  	
   

  	
  Name:

  	
  Brian Rosengold

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


(signatures
continued on next page)


 


5

















 


	
   

  	
  OPEN LINK
  OPERATING PARTNERSHIP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link GP,
  LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


6














 


OPEN LINK
FINANCIAL, INC.


1502 Reckson Plaza


West Tower - 15th
Floor


Uniondale, NY  11556-1502


 


	
   

  	
  Dated as of:  June 28, 2007

  



 


Bank of America, N.A.


100 Federal Street


Boston, MA  02110


 


	
  Re:

  	
   

  	
  Second Amendment to
  Revolving Credit and Term Loan Agreement

  



 


Ladies and Gentlemen:


 


We refer to the Revolving
Credit and Term Loan Agreement, dated as of February 1, 2006 (as amended
from time to time, the “Agreement”), between Open Link Financial, Inc. (the
“Borrower”) and Bank of America, N.A. (the “Bank”).  Upon the terms and subject to the conditions
contained in the Agreement, you agreed to make Revolving Loans and a Term Loan to
the Borrower.


 


Terms used in this letter
of agreement (the “Second Amendment”) which are not defined herein, but which
are defined in the Agreement, shall have the same respective meanings herein as
therein.


 


We have requested that
you make certain amendments to the Agreement. 
You have advised us that you are prepared and would be pleased to make
the amendments so requested by us on the condition that we join with you in
this Second Amendment.


 


Accordingly, in
consideration of these premises, the promises, mutual covenants and agreements
contained in this Second Amendment, and fully intending to be legally bound by
this Second Amendment, we hereby agree with you as follows:


 


ARTICLE I


 


AMENDMENTS TO
AGREEMENT


 


Effective as of June 28,
2007, the Agreement is amended in each of the following respects:


 


(a)           The terms “Loan Documents” and “Security
Documents” shall, wherever used in any of the Loan Documents or Security
Documents, be deemed to also mean and include this Second Amendment.


 

















 


(b)           The definitions of “Revolving Credit
Commitment” and “Revolving Loans” are each amended (and the related Revolving
Credit Note is amended accordingly):  (i) by
deleting each reference therein to “$5,000,000”; and (ii) by inserting in
place thereof the following:  “(x) $6,400,000
from June 28, 2007 through July 1, 2007, and (y) $5,000,000 from
and after July 2, 2007.”


 


(c)           The definition of “Term Loan” is
amended by inserting the following new sentence at the end thereof:


 


“On June 29, 2007,
the Term Loan was increased by $6,000,000, pursuant to the Second Amendment to
the Agreement, to the aggregate amount of $23,500,000.”


 


(d)           The definition of “Total Commitment”
is amended:  (i) by deleting the
reference therein to “$25,000,000”; and (ii) by inserting in place thereof
the following:  “(x) from June 28,
2007 through July 1, 2007, $29,900,000, and (y) from and after July 2,
2007, $28,500,000”;


 


(e)           The first sentence and the Table set
forth in Section 2.13(b) of the Agreement are amended to read in
their entity as follows:


 


“The Borrower hereby
absolutely and unconditionally promises to pay the Term Loan on the Term Loan
Maturity Date and on the installment payment dates, and in the principal
amounts, set forth below:


 




	
  Installment

  	
   

  	
  Aggregate Amount

  	
   

  
	
  Payment Date

  	
   

  	
  of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  09/30/07

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  12/31/07

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  03/31/08

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  06/30/08

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  09/30/08

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  03/31/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  06/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  09/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  12/31/09

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  03/31/10

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  06/30/10

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  09/30/10

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  12/31/10

  	
   

  	
  $

  	
  5,000,000

  	
  ”

  






 


(f)            Notwithstanding anything in the Agreement
or the TA Subordination Agreement, it is acknowledged and agreed, and the Bank
hereby consents, that the 


 


2

















 


proceeds of the Term Loan
being advanced under the Second Amendment to the Agreement shall be used (along
with certain of the Borrower’s available cash on hand) to repay in full the TA
Subordinated Debt in the aggregate outstanding amount of $20,000,000, whereupon
the TA Subordination Agreement will terminate upon such payment being made (except
for provisions that survive by its terms).


 


ARTICLE II


 


AMENDMENTS TO TERM
NOTE


 


(a)           Each reference in the Term Note to “Twenty
Million and 00/100 Dollars ($20,000,000)” or “$20,000,000”, as applicable,
shall be deleted and replaced with a reference to “Twenty-Three Million Five
Hundred Thousand and 00/100 Dollars ($23,500,000.00)” or “$23,500,000”, as
applicable.


 


(b)           The fourth paragraph of the Term Note
(including the Table therein) is amended to read in its entirety as follows:


 


“Subject
to the prepayment provisions of the Loan Agreement, the entire outstanding
principal of this Note shall be payable by the Borrower to the holder hereof in
fourteen (14) consecutive quarter-annual installments of principal, with such
installments to be payable on the last day of each March, June, September and
December in each year, beginning September 30, 2007, and with the
last of such fourteen (14) installments to be payable on December 31,
2010.  While any principal hereof remains
unpaid, subject to the prepayment provisions of the Loan Agreement, the
Borrower hereby absolutely promises to pay to the holder hereof, the remaining
installments of the principal of this Note when due.  Subject to the prepayment provisions in the
Loan Agreement, the amount of each installment of principal payable by the
Borrower is set forth in the following table opposite the date on which such
installment shall become due and payable hereunder:


 




	
  Installment

  	
   

  	
  Aggregate Amount

  	
   

  
	
  Payment Date

  	
   

  	
  of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  09/30/07

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  12/31/07

  	
   

  	
  $

  	
  750,000

  	
   

  
	
  03/31/08

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  06/30/08

  	
   

  	
  $

  	
  1,000,000

  	
   

  
	
  09/30/08

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  03/31/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  06/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  09/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  12/31/09

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  03/31/10

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  06/30/10

  	
   

  	
  $

  	
  2,000,000

  	
   

  






 


3

















 


 




	
  09/30/10

  	
   

  	
  $

  	
  2,000,000

  	
   

  
	
  12/31/10

  	
   

  	
  $

  	
  5,000,000

  	
  ”

  






 


ARTICLE III


 


REPRESENTATIONS
AND WARRANTIES


 


The Borrower hereby
represents and warrants to you as follows:


 


(a)           Representations in Agreement.  Each of the representations and warranties
made by the Borrower to you in the Agreement was true, correct and complete
when made and is true, correct and complete in all material respects on and as
of the date hereof with the same full force and effect as if each of such
representations and warranties had been made by the Borrower on the date hereof
and in this Second Amendment (except to the extent such representations and
warranties expressly relate to an earlier date).


 


(b)           No Defaults or Events of Default.  No Default or Event of Default exists on the
date of this Second Amendment (after giving effect to all of the arrangements
and transactions contemplated by this Second Amendment).


 


(c)           Binding Effect of Documents.  This Second Amendment has been duly executed
and delivered to you by the Borrower and is in full force and effect as of the
date hereof, and the agreements and obligations of the Borrower contained
herein constitute the legal, valid and binding obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms.


 


ARTICLE IV


 


PROVISIONS OF
GENERAL APPLICATION


 


(a)           No Other Changes.  Except to the extent specifically amended and
supplemented hereby, all of the terms, conditions and the provisions of the
Agreement and each of the Loan Documents and Security Documents shall remain
unmodified, and the Agreement and each of the other Loan Documents and Security
Documents, as amended and supplemented by this Second Amendment, are confirmed
as being in full force and effect.


 


(b)           Governing Law.  This Second Amendment is intended to take
effect as a sealed instrument and shall be deemed to be a contract under the
laws of the Commonwealth of Massachusetts. 
This Second Amendment and the rights and obligations of each of the
parties hereto and thereto shall be governed by and interpreted and determined
in accordance with the laws of the Commonwealth of Massachusetts.


 


4

















 


(c)           Binding Effect; Assignment.  This Second Amendment shall be binding upon
and inure to the benefit of each of the parties hereto and their respective
successors in title and assigns.


 


(d)           Counterparts.  This Second Amendment may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed an original, but all of which together shall constitute one
instrument.  In making proof of this Second
Amendment, it shall not be necessary to produce or account for more than one
counterpart thereof signed by each of the parties hereto.


 


(e)           Conflict with Other Agreements.  If any of the terms of this Second Amendment
shall conflict in any respect with any of the terms of any of the Agreement or
any other Loan Document, the terms of this Second Amendment shall be
controlling.


 


(f)            Waiver.  The Bank hereby confirms its prior waiver of
the Borrower’s failure to deliver its fiscal year-end audited financial
statements by April 30, 2007, on the understanding that such financial
statements were to be delivered to the Bank within 45 days thereafter.  This Waiver is a one-time waiver only, and
does not constitute a waiver of any other Default or Event of Default under the
Agreement or any of the Bank’s rights or remedies with respect to any such
other or subsequent Default or Event of Default.


 


(g)           Conditions Precedent.  This Second Amendment shall be effective as
of June 28, 2007, but only if:  (i) the
form of acceptance at the end of this Second Amendment shall be signed by the
Borrower and the Bank, and the Consent at the end of this Second Amendment
shall be signed by each of the Guarantors, and (ii) the Bank shall have
received a nonrefundable amendment fee in the amount of $60,000 (representing
1% of the increase to the Term Loan).


 


5

















 


If you are in agreement
with the foregoing, please sign the form of acceptance on the enclosed
counterpart of this Second Amendment and return such counterpart to the
undersigned, whereupon this Second Amendment, as so accepted by you, shall
become a binding agreement between you and the undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  The Borrower:

  
	
   

  	
   

  
	
   

  	
  OPEN LINK FINANCIAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin J. Hesselbirg

  
	
   

  	
   

  	
  Title:  Chief
  Operating Officer

  



 


6

















 


The foregoing amendment
is hereby accepted by the undersigned as of June 28, 2007.


 


 


The Bank:


 


BANK OF AMERICA, N.A.


 


 


	
  By:

  	
  /s/ Authorized Signator

  	
   

  
	
   

  	
  Title:

  



 


7

















 


CONSENT OF
GUARANTORS


 


Each of OpenLink On
Demand, LLC, Open Link GP, LLC, Open Link LP, LLC and Open Link Operating
Partnership, L.P. (collectively, the “Guarantors”) has guaranteed the
Obligations of the Borrower under (and as defined in) the Agreement.  By executing this consent, each Guarantor
hereby absolutely and unconditionally reaffirms to the Bank that such Guarantor’s
Subsidiary Guaranty remains in full force and effect.  In addition, each Guarantor hereby
acknowledges and agrees to the terms and conditions of this Second Amendment,
and of the Agreement and the other Loan Documents as amended hereby (including,
without limitation, the making of the representations and warranties and the
performance of the covenants applicable to it herein or therein).


 


	
   

  	
  OPENLINK ON
  DEMAND, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
  Name:

  	
  Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
  Title:

  	
  Chief Operating
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN LINK GP,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
  Name:

  	
  Kevin J. Hesselbirg

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN LINK LP,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brian
  Rosengold

  
	
   

  	
   

  	
  Name:

  	
  Brian Rosengold

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


(signatures
continued on next page)


 


8

















 


	
   

  	
  OPEN LINK
  OPERATING PARTNERSHIP, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link GP,
  LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Kevin J.
  Hesselbirg

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Attorney-in-Fact

  
						



 


9














 


EXECUTION COPY


 


OPEN LINK
FINANCIAL, INC.


1502 Reckson Plaza


West Tower - 15th
Floor


Uniondale, NY  11556-1502


 


Dated as of:  September 10,
2008


 


Bank of America, N.A.


100 Federal Street


Boston, MA  02110


 


Re:          Third
Amendment to Revolving Credit and Term Loan Agreement


 


Ladies and Gentlemen:


 


We refer to the Revolving Credit and Term Loan
Agreement, dated as of February 1, 2006 (as amended from time to time, the
“Agreement”), between Open Link Financial, Inc. (the “Borrower”)
and Bank of America, N.A. (the “Bank”). 
Upon the terms and subject to the conditions contained in the Agreement,
you agreed to make Revolving Loans and a Term Loan to the Borrower.


 


Terms used in this letter of agreement (the “Third
Amendment”) which are not defined herein, but which are defined in the
Agreement, shall have the same respective meanings herein as therein.


 


We have requested that you make certain amendments to
the Agreement.  In particular, we have
requested that $8,500,000 of the Term Loan be prepaid and that the Revolving Credit
Commitment be increased by $10,000,000.  You
have advised us that you are prepared and would be pleased to make the
amendments so requested by us on the condition that we join with you in this Third
Amendment.


 


Accordingly, in consideration of these premises, the
promises, mutual covenants and agreements contained in this Third Amendment,
and fully intending to be legally bound by this Third Amendment, we hereby
agree with you as follows:


 


ARTICLE I


 


AMENDMENTS TO AGREEMENT


 


Effective as of September 10, 2008, the Agreement
is amended in each of the following respects:


 

















 


(a)           The
terms “Loan Documents” and “Security Documents” shall, wherever used in any of
the Loan Documents or Security Documents, be deemed to also mean and include
this Third Amendment.


 


(b)           The
definitions of “Revolving Credit Commitment” and “Revolving Loans” are each
amended (and the related Revolving Credit Note is amended accordingly):  (i) by deleting each reference therein
to “$5,000,000”; and (ii) by inserting in place thereof the
following:  “$15,000,000.”


 


(c)           The
first sentence and the Table set forth in Section 2.13(b) of the
Agreement are amended to read in their entity as follows:


 


“The Borrower hereby absolutely and unconditionally
promises to pay the Term Loan on the Term Loan Maturity Date and on the
installment payment dates, and in the principal amounts, set forth below:


 




	
  Installment

  	
   

  	
  Aggregate Amount

  	
   

  
	
  Payment Date

  	
   

  	
  of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  03/31/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  06/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  09/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  12/31/09

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  03/31/10

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  06/30/10

  	
   

  	
  $

  	
  2,000,000”

  	
   

  






 


ARTICLE II


 


AMENDMENT TO TERM NOTE


 


(a)           The fourth paragraph of the Term Note (including
the Table therein) is amended to read in its entirety as follows:


 


“Subject to the prepayment
provisions of the Loan Agreement, the entire outstanding principal of this Note
shall be payable by the Borrower to the holder hereof in seven (7) consecutive
quarter-annual installments of principal, with such installments to be payable
on the last day of each March, June, September and December in each
year, beginning December 31, 2008, and with the last of such seven (7) installments
to be payable on June 30, 2010. 
While any principal hereof remains unpaid, subject to the prepayment
provisions of the Loan Agreement, the Borrower hereby absolutely promises to
pay to the holder hereof, the remaining installments of the principal of this
Note when due.  Subject to the prepayment
provisions in the Loan Agreement, the amount of each installment of principal
payable by the Borrower is set forth in the following table opposite the date
on which such installment shall become due and payable hereunder:


 


2

















 




	
  Installment

  	
   

  	
  Aggregate Amount

  	
   

  
	
  Payment Date

  	
   

  	
  of Payment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  12/31/08

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  03/31/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  06/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  09/30/09

  	
   

  	
  $

  	
  1,500,000

  	
   

  
	
  12/31/09

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  03/31/10

  	
   

  	
  $

  	
  1,750,000

  	
   

  
	
  06/30/10

  	
   

  	
  $

  	
  2,000,000”

  	
   

  






 


ARTICLE III


 


REPRESENTATIONS AND WARRANTIES


 


The Borrower hereby represents and warrants to you as
follows:


 


(a)           Representations
in Agreement.  Each of the
representations and warranties made by the Borrower to you in the Agreement was
true, correct and complete when made and is true, correct and complete in all
material respects on and as of the date hereof with the same full force and
effect as if each of such representations and warranties had been made by the
Borrower on the date hereof and in this Third Amendment (except to the extent
such representations and warranties expressly relate to an earlier date).


 


(b)           No
Defaults or Events of Default.  No
Default or Event of Default exists on the date of this Third Amendment (after
giving effect to all of the arrangements and transactions contemplated by this Third
Amendment).


 


(c)           Binding
Effect of Documents.  This Third
Amendment has been duly executed and delivered to you by the Borrower and is in
full force and effect as of the date hereof, and the agreements and obligations
of the Borrower contained herein constitute the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their respective terms.


 


3

















 


ARTICLE IV


 


PROVISIONS OF GENERAL APPLICATION


 


(a)           No
Other Changes.  Except to the extent
specifically amended and supplemented hereby, all of the terms, conditions and
the provisions of the Agreement and each of the Loan Documents and Security
Documents shall remain unmodified, and the Agreement and each of the other Loan
Documents and Security Documents, as amended and supplemented by this Third
Amendment, are confirmed as being in full force and effect.  For the avoidance of doubt, the Revolving Credit
Maturity Date under the Agreement is not modified in any way by this Third Amendment.


 


(b)           Governing
Law.  This Third Amendment is
intended to take effect as a sealed instrument and shall be deemed to be a
contract under the laws of the Commonwealth of Massachusetts.  This Third Amendment and the rights and obligations
of each of the parties hereto and thereto shall be governed by and interpreted
and determined in accordance with the laws of the Commonwealth of
Massachusetts.


 


(c)           Binding
Effect; Assignment.  This Third
Amendment shall be binding upon and inure to the benefit of each of the parties
hereto and their respective successors in title and assigns.


 


(d)           Counterparts.  This Third Amendment may be executed in any
number of counterparts, each of which when executed and delivered shall be
deemed an original, but all of which together shall constitute one
instrument.  In making proof of this Third
Amendment, it shall not be necessary to produce or account for more than one
counterpart thereof signed by each of the parties hereto.


 


(e)           Conflict
with Other Agreements.  If any of the
terms of this Third Amendment shall conflict in any respect with any of the
terms of any of the Agreement or any other Loan Document, the terms of this Third
Amendment shall be controlling.


 


(f)            Conditions
Precedent.  This Third Amendment
shall be effective as of September 10, 2008, but only if the form of
acceptance at the end of this Third Amendment shall be signed by the Borrower
and the Bank, and the Consent at the end of this Third Amendment shall be
signed by each of the Guarantors.


 


4

















 


If you are in agreement with the foregoing, please
sign the form of acceptance on the enclosed counterpart of this Third Amendment
and return such counterpart to the undersigned, whereupon this Third Amendment,
as so accepted by you, shall become a binding agreement between you and the
undersigned.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  The Borrower:

  
	
   

  	
   

  
	
   

  	
  OPEN LINK FINANCIAL,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
            /s/
  Kevin Hesselbirg

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer

  



 


5

















 


The foregoing amendment is hereby accepted by the
undersigned as of September 10, 2008.


 


 


The Bank:


 


BANK OF AMERICA, N.A.


 


 


	
  By:

  	
   /s/
  Debra E. Delvecchio

  	
   

  
	
   

  	
  Title: Managing
  Director

  



 


6

















 


CONSENT OF
GUARANTORS


 


Each of OpenLink On Demand, LLC, Open Link GP, LLC,
Open Link LP, LLC and Open Link Operating Partnership, L.P. (collectively, the “Guarantors”)
has guaranteed the Obligations of the Borrower under (and as defined in) the
Agreement.  By executing this consent, each
Guarantor hereby absolutely and unconditionally reaffirms to the Bank that such
Guarantor’s Subsidiary Guaranty remains in full force and effect.  In addition, each Guarantor hereby
acknowledges and agrees to the terms and conditions of this Third Amendment,
and of the Agreement and the other Loan Documents as amended hereby (including,
without limitation, the making of the representations and warranties and the
performance of the covenants applicable to it herein or therein).


 


	
   

  	
  OPENLINK ON
  DEMAND, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Kevin Hesselbirg

  
	
   

  	
   

  	
  Name: Kevin
  Hesselbirg

  
	
   

  	
   

  	
  Title: Chief
  Operating Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN LINK GP,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Kevin Hesselbirg

  
	
   

  	
   

  	
  Name: Kevin
  Hesselbirg

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPEN LINK LP,
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Brian Rosengold

  
	
   

  	
   

  	
  Name: Brian
  Rosengold

  
	
   

  	
   

  	
  Title: Director

  
				



 


	
   

  	
  (signatures
  continued on next page)

  



 


7

















 


	
   

  	
  OPEN LINK
  OPERATING PARTNERSHIP, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Open Link GP,
  LLC, its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Open Link
  Financial, Inc., its Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
    /s/ Kevin Hesselbirg

  
	
   

  	
   

  	
   

  	
  Name: Kevin
  Hesselbirg

  
	
   

  	
   

  	
   

  	
  Title: Attorney-In-Fact

  
					



 


8