Exhibit 10.1


 


EXECUTION COPY


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO CREDIT
AGREEMENT, dated as of October 1, 2010 (this “Amendment”),
by and among TRANSACTION NETWORK SERVICES, INC., a Delaware corporation (“Borrower”),
TNS, INC., a Delaware corporation (“Holdings”), the Lenders which have delivered
signature pages in accordance herewith (the “Consenting Lenders”)
and SUNTRUST BANK, as administrative agent for the Lenders (in such capacity,
together with its successors in such capacity, the “Agent”).


 


WHEREAS, Borrower, Holdings, the Lenders and the Agent are
parties to that certain Credit Agreement dated as of November 19, 2009 (as
amended from time to time and in effect on the date hereof, the “Credit
Agreement”);


 


WHEREAS, certain New
Term Lenders desire to provide to Borrower a New Term Loan in the aggregate
principal amount of $50,000,000, pursuant to and in accordance with Section 1.1(e) of
the Credit Agreement;


 


WHEREAS, certain New
Revolving Loan Lenders desire to increase the existing Revolving Loan
Commitment available to Borrower by the aggregate principal amount of
$25,000,000, pursuant to and in accordance with Section 1.1(e) of the
Credit Agreement;


 


WHEREAS, Borrower intends to use the entire proceeds
from the Series 1 New Term Loan (as defined in the amendments to the
Credit Agreement below) (a) to finance the purchase price for the
acquisition by Borrower or any of its Subsidiaries of Cequint, Inc., a
Washington corporation, pursuant to that certain Cequint Purchase Agreement (as
defined in the amendments to the Credit Agreement below), (b) to pay fees,
costs and expenses relating to (i) the Cequint Acquisition (as defined in
the amendments to the Credit Agreement below), (ii) the incurrence of the Series 1
New Term Loan and the increase in the existing Revolving Loan Commitment
pursuant to the First Joinder Agreement (as defined in the amendments to the
Credit Agreement below), (iii) the initial borrowings under the Series 1
New Term Loan and (iv) this Amendment (the foregoing clauses (i) through
(iv), together with the payment of fees, costs and expenses in connection
therewith, are collectively referred to as the “Transactions”) and (c) for
working capital purposes;


 


WHEREAS, Borrower
intends to use the entire proceeds from the increase in the existing Revolving
Loan Commitment pursuant to the First Joinder Agreement in accordance with Section 5.11(b) of
the Credit Agreement; and


 


WHEREAS, in connection with the Transactions, Borrower, the
Consenting Lenders and the Agent desire to amend certain provisions of the
Credit Agreement on the terms and conditions contained herein.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto hereby agree as follows:


 


Section 1.  Amendments
to Credit Agreement.  Subject to
satisfaction (or written waiver) of the conditions set forth in Section 3
below, the parties hereto agree that the Credit Agreement is amended as
follows:


 

















 


(a)           Section 1.1(a) is
renumbered as Section 1.1(a)(i) and the previously numbered Section 1.1(a)(i) is
hereby deleted in its entirety and replaced as Section 1.1(a)(ii) and
(iii) as follows:


 


(ii)           Series 1 New Term Loan.  Subject to the terms and conditions of this
Agreement and the First Joinder Agreement and in reliance upon the
representations and warranties of Holdings and Borrower contained herein and
therein, each New Term Lender party to the First Joinder Agreement (each a “Series 1
Term Lender”), severally and not jointly, has agreed to make a term loan to
Borrower in one draw on the First Amendment Effective Date and in an amount
equal to its Pro Rata Share of $50,000,000 (the “Series 1 New Term Loan”)
pursuant to the terms of the First Joinder Agreement.  Each Series 1 Term Lender shall be a New
Term Lender and the Series 1 New Term Loan shall be a New Term Loan and a Series of
New Term Loans for all purposes under this Agreement and the other Loan
Documents.  The terms and conditions
governing the Series 1 New Term Loan set forth in the First Joinder
Agreement are hereby incorporated herein and made a part hereof including,
without limitation, the repayment and rate of interest terms set forth therein.


 


(iii)          Term Notes.  The Initial Term Loan shall be evidenced by
promissory notes substantially in the form of Exhibit 1.1(a) (as
amended, modified, extended, substituted or replaced from time to time, each an
“Initial Term Note” and, collectively, the “Initial Term Notes”),
and Borrower shall execute and deliver each Initial Term Note to the applicable
Initial Term Lender.  Each Initial Term
Note shall represent the obligation of Borrower to pay the amount of the
applicable Initial Term Lender’s Term Loan Commitment, together with interest
thereon. The Series 1 New Term Loan and any other Series of New Term
Loans shall be evidenced by New Term Notes, and Borrower shall execute and
deliver each New Term Note to the applicable New Term Lender.  Each New Term Note shall represent the
obligation of Borrower to pay the amount of the applicable New Term Lender’s
New Term Loan Commitment, together with interest thereon.


 


(b)           The first sentence of Section 1.1(e)(i) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


The Borrower may by written
notice to Agent elect to request the establishment of one or more new Term Loan
commitments (the “New Term Loan
Commitments”)  and/or (prior to the Commitment
Termination Date), an increase to the existing Revolving Loan Commitment (any
such increase, the “New Revolving
Loan Commitments”); provided
that, (i) the aggregate amount of all such New Term Loan
Commitments and New Revolving Loan Commitments shall not exceed $100,000,000
minus any New Term Loan Commitments and New Revolving Loan Commitments
established pursuant to the First Joinder Agreement and (ii) the aggregate
amount of all New Revolving Loan Commitments shall not exceed $50,000,000 minus
any New Revolving Loan Commitments established pursuant to the First Joinder
Agreement.


 


(c)           The first sentence of Section 1.2(a) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


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(a)           Borrower shall pay interest
to Agent, for the ratable benefit of Lenders, in accordance with the various
Loans being made by each Lender (or in the case of the Swing Line Loan, for the
benefit of the Swing Line Lender), in arrears on each applicable Interest
Payment Date, at the following rates: 
(i) with respect to the Revolving Credit Advances which are
designated as Index Rate Loans (and for all other Obligations not otherwise set
forth below), the Index Rate plus the Applicable Revolver Index Margin per
annum or, with respect to Revolving Credit Advances which are designated as
LIBOR Loans, the applicable LIBOR Rate plus the Applicable Revolver LIBOR
Margin per annum; (ii) with respect to such portion of the Initial Term
Loan  designated as Index Rate Loans, the
Index Rate plus the Applicable Initial Term Loan Index Margin per annum or,
with respect to such portion of the Initial Term Loan designated as LIBOR
Loans, the applicable LIBOR Rate plus the Applicable Initial Term Loan LIBOR
Margin per annum; (iii) with respect to such portion of the Series 1
New Term Loan  designated as Index Rate Loans,
the Index Rate plus the Applicable Series 1 Term Loan Index Margin per
annum or, with respect to such portion of the Series 1 New Term Loan  designated as LIBOR Loans, the applicable LIBOR Rate plus
the Applicable Series 1 Term Loan LIBOR Margin per annum; and
(iv) with respect to the Swing Line Loan, the Index Rate plus the
Applicable Revolver Index Margin per annum.


 


(d)           Sections 3.1(j), (k) and
(l) of the Credit Agreement are hereby deleted in their entirety and
replaced with the following:


 


(j)            unsecured Indebtedness of
Holdings or any Subsidiary issued as consideration for any Permitted
Acquisition (other than earn-out obligations or other obligations owing to the
sellers or their Affiliates with respect to any Permitted Acquisition),
provided that (i) after such Permitted Acquisition and after giving effect
thereto on a pro forma basis, no Default or Event of Default shall then exist, (ii) such
Indebtedness is on terms and conditions customary for high yield debt offerings
currently in the market or is on terms otherwise reasonably satisfactory to the
Agent, and (iii) such Indebtedness shall not have any principal payments
due prior to the date which is one year following the Term Loan Maturity Date
or, if later, the maturity date of any Series of New Term Loans;


 


(k)           Indebtedness of any Foreign
Subsidiaries to Persons other than Borrower or any Subsidiary in support of the
working capital needs of such Foreign Subsidiary not to exceed $75,000,000 in
the aggregate at any time outstanding; and


 


(l)            any other unsecured
Indebtedness not otherwise described in the foregoing clauses (a) through (k) in
an aggregate amount not to exceed $250,000,000
at any time outstanding.


 


(e)           Sections 3.2(b) and (c) of
the Credit Agreement are hereby deleted in their entirety and replaced with the
following:


 


(b)           No Negative Pledges.  Holdings and Borrower shall not and shall not
cause or permit Borrower’s Subsidiaries to directly or indirectly enter into or
assume 


 


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any agreement (other than
the Loan Documents) prohibiting the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired, other than (i) agreements
governing Purchase Money Indebtedness or Indebtedness incurred under Section 3.1(k) otherwise
permitted hereby so long as such prohibition or limitation shall apply only
against the assets financed  thereby
and to proceeds thereof; (ii) provisions restricting subletting or
assignment under any lease governing a leasehold interest or lease of personal
property; (iii) restrictions with respect to a Subsidiary imposed pursuant
to any agreement which has been entered into for the sale or disposition of all
or substantially all of the equity interests or assets of such Subsidiary, so
long as such sale or disposition of all or substantially all of the equity
interests or assets of such Subsidiary is permitted under this Agreement; (iv) restrictions
on assignments or sublicensing of licensed Intellectual Property; and (v) agreements
evidencing Indebtedness incurred under Section 3.1(j) or Section 3.1(l) so
long as such agreements expressly permit the Liens created pursuant to the Loan
Documents and the provisions in such agreements prohibiting the creation or
assumption of Liens are not in any way more restrictive than such provisions
contained in this Agreement prohibiting the creation or assumption of Liens.


 


(c)           No Restrictions on
Subsidiary Distributions to Borrower.  Except as provided herein or except pursuant to
agreements relating to Indebtedness incurred under Section 3.1(j), Section 3.1(k) or
Section 3.1(l), Holdings and Borrower shall not and shall not cause or
permit Borrower’s Subsidiaries to directly or indirectly create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or
restriction of any kind on the ability of any such Subsidiary to: (1) pay
dividends or make any other distribution on any of such Person’s Stock owned by
Borrower or any other Subsidiary; (2) pay any Indebtedness owed to
Borrower or any other Subsidiary; (3) make loans or advances to Borrower
or any other Subsidiary; or (4) except in respect of transfers of property
or assets financed or licensed pursuant to agreements governing Purchase Money
Indebtedness or Licenses permitted hereby, transfer any of its property or
assets to Borrower or any other Subsidiary; provided, however, that agreements
relating to Indebtedness incurred under Section 3.1(j) or Section 3.1(l) must,
to the extent applicable, expressly permit the execution, delivery and
performance of the Loan Documents and such consensual encumbrance or
restriction contained therein shall not in any way be more restrictive than
such provisions contained in this Agreement.


 


(f)            Section 3.5(e) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


(e)           In addition to the Stock
repurchases permitted by the foregoing clause (c), Borrower may make Restricted
Payments to Holdings to permit Holdings to make dividends to its stockholders
and repurchase its Stock,


 


(i)  from the First
Amendment Effective Date up to and including April 1, 2012, in an
aggregate amount not to exceed $50,000,000; and


 


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(ii)  with respect to
any period after April 1, 2012, at any time after Borrower’s delivery of
its Compliance, Pricing and Excess Cash Flow Certificate for the Fiscal Year
ending December 31, 2011, so long as (A) both at the time of making
any such Restricted Payment and after giving effect thereto, no Default or
Event of Default exists, (B) both immediately before and after giving
effect to any such Restricted Payment on a Pro Forma Basis, Borrower is in
compliance with the covenants set forth in Sections 4.2 and 4.3, (C) immediately
after giving effect to any such Restricted Payment (and any Advances funded or
other amounts expended in connection therewith) Borrower will have Required
Availability of not less than $40,000,000 and (D) such Restricted
Payments, when aggregated with all Restricted Payments made pursuant to this Section 3.5(e)(ii) do
not exceed in an aggregate amount (I) 50% of the cumulative Excess Cash
Flow which has been reported by Borrower on a Compliance, Pricing and Excess
Cash Flow Certificate delivered to the Agent subsequent to the First Amendment
Effective Date (commencing with the Compliance, Pricing and Excess Cash Flow
Certificate for the Fiscal Year ending December 31, 2011), if both before
and after giving effect to any such Restricted Payment on a Pro Forma Basis,
Borrower has a pro forma Leverage Ratio of less than 2.5 to 1.0, (II) an
amount equal to the lesser of (x) $30,000,000 and (y) 50% of the
cumulative Excess Cash Flow which has been reported by Borrower on a
Compliance, Pricing and Excess Cash Flow Certificate delivered to the Agent
subsequent to the First Amendment Effective Date (commencing with the
Compliance, Pricing and Excess Cash Flow Certificate for the Fiscal Year ending
December 31, 2011), if both before and after giving effect to any such
Restricted Payment on a Pro Forma Basis, Borrower has a pro forma Leverage
Ratio of less than 3.0 to 1.0 but equal to or greater than 2.5 to 1.0 and (III) an
amount equal to the lesser of (x) $20,000,000 and (y) 50% of the
cumulative Excess Cash Flow which has been reported by Borrower on a
Compliance, Pricing and Excess Cash Flow Certificate delivered to the Agent
subsequent to the First Amendment Effective Date (commencing with the
Compliance, Pricing and Excess Cash Flow Certificate for the Fiscal Year ending
December 31, 2011), if both before and after giving effect to any such
Restricted Payment on a Pro Forma Basis, Borrower has a pro forma Leverage
Ratio equal to or greater than 3.0 to 1.0.


 


(g)           The Credit Agreement is
amended by adding new Sections 3.5(f), (g) and (h) to the end of Section 3.5
as follows:


 


(f)            Any payments or
distributions made by Holdings or any of its Subsidiaries with respect to the “Earn-Out
Consideration” as defined in the Cequint Purchase Agreement in accordance with
the subordination terms set forth in Section 2.15(j) of the Cequint
Purchase Agreement as in effect on First Amendment Effective Date; and


 


(g)           Payments made with respect
to customary earn-out obligations permitted pursuant to clause (i) of Section 3.1
so long as such payments are made in accordance with the subordination term
relating thereto; and


 


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(h)           Any payments or
distributions made by Holdings or any of its Subsidiaries to any other
Subsidiary of Holdings or any of its employees in accordance with Section 2.16
of the Cequint Purchase Agreement (as in effect on the First Amendment
Effective Date).


 


(h)           Section 3.6(v)(C) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


(C) (1) if either
before or after giving effect to the proposed Permitted Acquisition on a Pro
Forma Basis, Borrower has a pro forma Leverage Ratio greater than 2.5 to 1.0,
the aggregate consideration (excluding up to $150,000,000 per acquisition of
consideration paid in the form of Holdings Common Stock and including all
transaction costs and all Indebtedness, liabilities and Contingent Obligations
incurred or assumed in connection therewith or otherwise reflected on a
consolidated balance sheet of Borrower and Target) shall not exceed (I) in
connection with any single Permitted Acquisition, $100,000,000 minus any
Investments made pursuant to Section 3.3(p) in connection with the
consummation of such Acquisition; and (II) in connection with all
Permitted Acquisitions since the First Amendment Effective Date, $200,000,000
minus any Investments made pursuant to Section 3.3(p) in connection
with the consummation of Acquisitions since the First Amendment Effective Date,
or (2) if both before and after giving effect to the proposed Permitted
Acquisition on a Pro Forma Basis, Borrower has a pro forma Leverage Ratio equal
to or less than 2.5 to 1.0, the aggregate consideration (excluding up to
$200,000,000 per acquisition of consideration paid in the form of Holdings
Common Stock and including all transaction costs and all Indebtedness,
liabilities and Contingent Obligations incurred or assumed in connection
therewith or otherwise reflected on a consolidated balance sheet of Borrower
and Target) shall not exceed (I) in connection with any single Permitted
Acquisition, $200,000,000 minus any Investments made pursuant to Section 3.3(p) in
connection with the consummation of such Acquisition; and (II) in
connection with all Permitted Acquisitions since the First Amendment Effective
Date, $350,000,000 minus any Investments made pursuant to Section 3.3(p) in
connection with the consummation of Acquisitions since the First Amendment
Effective Date.  The consideration paid
with respect to the Cequint Acquisition shall not be included for purposes of
determining the aggregate amounts permitted by this clause (C).


 


(i)            Section 3.6(ix) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


(ix)           solely in respect of any
Permitted Acquisition where the total aggregate consideration exceeds
$50,000,000 ((A) excluding (I) if either before or after giving
effect to the proposed Permitted Acquisition on a Pro Forma Basis, Borrower has
a pro forma Leverage Ratio greater than 2.5 to 1.0, up to $150,000,000 of
consideration paid in the form of Holdings Common Stock, and (II) if both
before and after giving effect to the proposed Permitted Acquisition on a Pro
Forma Basis, Borrower has a pro forma Leverage Ratio equal to or less than 2.5
to 1.0, up to $200,000,000 of consideration paid in the form of Holdings Common
Stock and (B) including all transaction costs and all Indebtedness,
liabilities and Contingent Obligations incurred or assumed in connection
therewith or otherwise reflected on a


 


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consolidated balance sheet
of Borrower and Target), EBITDA (calculated with respect to the Target) of the
Target for the four quarter period immediately preceding such Permitted
Acquisition shall have been at least $1;


 


(j)            The table set forth in Section 4.1(a) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


 




	
  Fiscal Year

  	
   

  	
  Capex Limit

  	
   

  
	
  2009

  	
   

  	
  $

  	
  60,000,000

  	
   

  
	
  2010

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  2011

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  2012

  	
   

  	
  $

  	
  75,000,000

  	
   

  
	
  2013
  and each Fiscal Year thereafter

  	
   

  	
  $

  	
  80,000,000

  	
   

  






 


(k)           Section 4.2 of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


4.2  Maximum Leverage Ratio.


 


Holdings, Borrower and its Subsidiaries on a consolidated basis shall
have, at the end of each Fiscal Quarter set forth below, a Leverage Ratio as of
the last day of such Fiscal Quarter and for the 12-month period then ended of
not more than the following:


 


3.00
to 1.0 for the Fiscal Quarter ending December 31, 2009;


3.00
to 1.0 for the Fiscal Quarter ending March 31, 2010;


2.75
to 1.0 for the Fiscal Quarter ending June 30, 2010;


3.25 to 1.0 for the Fiscal Quarter ending September 30,
2010;


3.25 to 1.0 for the Fiscal Quarter ending December 31,
2010;


3.25 to 1.0 for the Fiscal Quarter ending March 31,
2011;


3.25 to 1.0 for the Fiscal Quarter ending June 30,
2011;


3.25 to 1.0 for the Fiscal Quarter ending September 30,
2011;


3.00 to 1.0 for the Fiscal Quarter ending December 31,
2011;


3.00 to 1.0 for the Fiscal Quarter ending March 31,
2012;


3.00 to 1.0 for the Fiscal Quarter ending June 30,
2012;


2.75 to 1.0 for the Fiscal Quarter ending September 30,
2012;


2.50 to 1.0 for the Fiscal Quarter ending December 31,
2012;


2.50 to 1.0 for the Fiscal Quarter ending March 31,
2013;


2.50 to 1.0 for the Fiscal Quarter ending June 30,
2013;


2.25 to 1.0 for the Fiscal Quarter ending September 30,
2013;


2.25 to 1.0 for the Fiscal Quarter ending December 31,
2013;


2.00 to 1.0 for each Fiscal Quarter ending thereafter


 


(l)            Section 5.11(b) of
the Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


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(b)           Borrower shall utilize the
proceeds of (i) the Initial Term Loan (and, to the extent permitted herein, the
Revolving Credit Advances made on the Closing Date) solely to refinance the
Existing Credit Agreement (and to pay any related transaction expenses), (ii)
the Revolving Loans, the Swing Line Loans and New Term Loans (excluding the
Series 1 New Term Loan) to finance Borrower’s ordinary working capital and
general corporate needs (including, without limitation, for Investments,
Permitted Acquisitions, Restricted Payments and payments with respect to
Indebtedness expressly permitted hereunder) and (iii) the Series 1 New Term
Loan (A) to finance the purchase price for the acquisition by Borrower or any
of its Subsidiaries of Cequint, Inc., a Washington corporation, pursuant the
Cequint Purchase Agreement (the “Cequint Acquisition”), (B) to pay fees,
costs and expenses relating to (w) the Cequint Acquisition, (x) the incurrence
of the Series 1 New Term Loan and the increase in the existing Revolving Loan Commitment
pursuant to the First Joinder Agreement, (y) the initial borrowings under the
Series 1 New Term Loan and (z) the First Amendment and (C) for working capital
purposes.


 


(m)          The definitions of “Applicable
Margin”, “Commitments”, “Funded Debt”, “Joinder Agreement”,
“Purchase Documents”, “Restricted Payment” and “Revolving Loan
Commitment”  in Annex C of the Credit
Agreement are hereby restated in their entirety as follows:


 


“Applicable Margins” means collectively the Applicable Revolver
Index Margin, the Applicable Initial Term Loan Index Margin, the Applicable
Series 1 Term Loan Index Margin, the Applicable Revolver LIBOR Margin, the
Applicable Initial Term Loan LIBOR Margin and the Applicable Series 1 Term Loan
LIBOR Margin.


 


“Commitments” means (a) as to any Lender, the aggregate of
such Lender’s Revolving Loan Commitment, Initial Term Loan Commitment and each
Series of New Term Loan Commitments as set forth in the Register and
(b) as to all Lenders, the aggregate of all Lenders’ Revolving Loan Commitments,
and Term Loan Commitments, which aggregate commitment shall be Four Hundred
Seventy-Five Million Dollars  ($475,000,000)
on the First Amendment Effective Date, as such Commitments may be increased,
reduced, amortized or adjusted from time to time in accordance with the
Agreement.


 


“Funded Debt” means, with respect to any Person, without
duplication, all Indebtedness for borrowed money evidenced by notes, bonds,
debentures, or similar evidences of Indebtedness and that by its terms matures
more than one year from, or is directly or indirectly renewable or extendible
at such Person’s option under a revolving credit or similar agreement
obligating the lender or lenders to extend credit over a period of more than
one year from the date of creation thereof, and specifically including Capital
Lease Obligations, current maturities of long-term debt, revolving credit and
short-term debt extendible beyond one year at the option of the debtor, and
also including, in the case of Borrower, the Obligations (including Letter of
Credit Obligations) and, without duplication, Guaranteed Indebtedness
consisting of guaranties of Funded Debt of other Persons; provided however that
Funded Debt shall not include any customary earn-out obligations (including,
without limitation, the “Earn-Out Consideration” as defined in the Cequint
Purchase Agreement (as in effect on the First Amendment Effective Date)) owing
by Holdings or any of its 


 


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Subsidiaries
incurred in connection with any Permitted Acquisition so long as such
obligations constitute Subordinated Debt and any obligation of Holdings or any
of its Subsidiaries to make payments or distributions in accordance with
Section 2.16 of the Cequint Purchase Agreement (as in effect on the First
Amendment Effective Date).


 


“Joinder Agreement” means (i) the First Joinder Agreement and
(ii) any other agreement substantially in the form of Exhibit 1.1(e).


 


“Purchase Documents” mean (i) the Purchase Agreement and all
other documents and agreements required to be entered into and/or delivered
pursuant thereto in connection with the acquisition of the Communications
Services Group of VeriSign, Inc. by Borrower (including, in each case, all
exhibits, annexes and schedules thereto) and (ii) except with respect to
Section 6.1(j), the Cequint Purchase Agreement and all other documents and
agreements required to be entered into and/or delivered pursuant thereto in
connection with the Cequint Acquisition.


 


“Restricted Payment” means, with respect to Holdings or any of
its Subsidiaries (a) the declaration or payment of any dividend or the
incurrence of any liability to make any other payment or distribution of cash
or other property or assets in respect of Stock; (b) any payment on account
of the purchase, redemption, defeasance, sinking fund or other retirement of
such Person’s Stock or any other payment or distribution made in respect
thereof, either directly or indirectly; (c) any payment or prepayment of
principal of, premium, if any, or interest, fees or other charges on or with
respect to, and any redemption, purchase, retirement, defeasance, sinking fund
or similar payment and any claim for rescission with respect to, any
Subordinated Debt; (d) any payment made to redeem, purchase, repurchase or
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire Stock of such Person now or hereafter outstanding;
(e) any payment of a claim for the rescission of the purchase or sale of,
or for material damages arising from the purchase or sale of, any shares of
such Person’s Stock or of a claim for reimbursement, indemnification or
contribution arising out of or related to any such claim for damages or
rescission; (f) any payment, loan, contribution, or other transfer of
funds or other property to any Stockholder of such Person other than payment of
compensation in the ordinary course of business to Stockholders who are
employees of such Person; (g) any payment of management fees (or other
fees of a similar nature) or out-of-pocket expenses in connection therewith and
indemnities payable in connection with any management services, consulting or
like agreement by such Person to any Stockholder of such Person or its
Affiliates; and (h) any payment of bonuses, compensation or other payments of a
similar nature as described in Section 2.16 of the Cequint Purchase Agreement
made to any Person entitled to such payments pursuant to the Retention Bonus
Plan, as defined in the Cequint Purchase Agreement, as each such agreement is
in effect on the First Amendment Effective Date.


 


“Revolving Loan Commitment” means (a) as to any Lender, the
commitment of such Lender to make its Pro Rata Share of Revolving Credit
Advances or incur its Pro Rata Share of Letter of Credit Obligations
(including, in the case of the Swing Line Lender, its commitment to make Swing
Line Advances as a portion of its Revolving Loan Commitment) as set forth in
the Register and (b) as to all Lenders, 


 


9

















 


the
aggregate commitment of all Lenders to make the Revolving Credit Advances
(including, in the case of the Swing Line Lender, Swing Line Advances) or incur
Letter of Credit Obligations, which aggregate commitment shall be One Hundred
Million Dollars ($100,000,000) on the First Amendment Effective Date, as such
amount may be adjusted, if at all, from time to time in accordance with the
Agreement.


 


(n)           The following definitions
are added to Annex C of the Credit Agreement in the appropriate alphabetical
location:


 


“Applicable Series 1 Term Loan Index Margin” means the per annum
interest rate from time to time in effect and payable in addition to the Index
Rate applicable to the Series 1 New Term Loan, as determined by reference to
Section 1 in the First Joinder Agreement.


 


“Applicable Series 1 Term Loan LIBOR Margin” means the per annum
interest rate from time to time in effect and payable in addition to the LIBOR
Rate applicable to the Series 1 New Term Loan, as determined by reference to
Section 1 in the First Joinder Agreement.


 


“Cequint
Acquisition” has the meaning ascribed to it in Section 5.11(b).


 


“Cequint
Purchase Agreement” means that certain Agreement and Plan of Merger dated
as of September 8, 2010, by and among
Holdings, Thunder Acquisition Corp., a Washington corporation, Cequint,
Inc., a Washington corporation and
Project Thunder Shareholder Liquidating Trust, as shareholder representative.


 


“First
Amendment” means that certain First Amendment to Credit Agreement, dated as
of the First Amendment Effective Date, by and among Borrower, Holdings, the
Lenders party thereto and the Agent.


 


“First
Amendment Effective Date” means October 1, 2010.


 


“First
Joinder Agreement” means that certain First Joinder Agreement, dated as of
the First Amendment Effective Date, by and among each Lender party thereto,
Borrower and the Agent.


 


“Series
1 Term Lender” has the meaning ascribed to it in Section 1.1(a).


 


“Series
1 New Term Loan” has the meaning ascribed to it in Section 1.1(a).


 


(o)           Annex C of the Credit
Agreement is hereby deleted in its entirety and replaced with Annex C attached
hereto as Exhibit B.


 


Section 2.  Consent
of the Lenders.


 


(a)           Subject to the satisfaction
(or written waiver) of the conditions precedent set forth in Section 3 below,
the Agent and the Consenting Lenders hereby (i) consent to the Cequint
Acquisition pursuant to the terms of the Cequint Purchase Agreement for
purposes of Section 3.6 of the Credit 


 


10

















 


Agreement, (ii) agree that
the Cequint Acquisition shall constitute a Permitted Acquisition under the
Credit Agreement and (iii) consent to the terms, conditions and effected
amendments set forth in the First Joinder Agreement, substantially in the form
attached hereto as Exhibit A.


 


(b)           Each Credit Party hereto
acknowledges and agrees that the consents contained in the foregoing subsection
shall not be deemed to be or constitute a consent to any future action or
inaction on the part of any Credit Party that might result in a Default or
Event of Default (after giving effect to the amendments and consents contained
herein), and except as expressly set forth in this Amendment, shall not
constitute a waiver of any covenant, term or provision in the Credit Agreement
or the other Loan Documents, or hinder, restrict or otherwise modify the rights
and remedies of the Lenders and the Agent following the occurrence of any
present or future Default or Event of Default under the Credit Agreement or any
other Loan Document.


 


Section
3.  Conditions Precedent.  The effectiveness of this Amendment is subject
to the truth and accuracy of the representations set forth in Sections 4 and 5
below and receipt by the Agent of each of the following, each of which shall be
in form and substance reasonably satisfactory to the Agent (the date upon which
each of such conditions precedent has been satisfied, the “Effective Date”):


 


(a)           counterparts of
this Amendment which, when taken together, bear the signatures of Borrower,
Holdings, the Requisite Lenders and the Agent;


 


(b)           duly executed
and delivered First Joinder Agreement;


 


(c)           duly executed
originals of (i) New Term Notes substantially in the form of Exhibit C attached
hereto for each Series 1 Term Lender (unless such Series 1 Term Lender has
elected not to receive a New Term Note evidencing such Obligations to such
Series 1 Term Lender) and (ii) Revolving Notes for each Revolving Lender that
has a New Revolving Loan Commitment pursuant to the First Joinder Agreement
(unless such Revolving Lender has elected not to receive a Revolving Note
evidencing such Obligations to such Revolving Lender).


 


(d)           a Guarantor
Acknowledgment substantially in the form of Exhibit D attached hereto, executed
and delivered by each Guarantor;


 


(e)           a certified
copy of the duly executed Cequint Purchase Agreement (including all annexes,
exhibits, attachments and schedules thereto in executed form, if applicable)
and all indemnification agreements, escrow agreements, transition services
agreements and other material agreements entered into by the sellers thereto or
Holdings in connection therewith, (the “Cequint Purchase Documents”),
each of which shall be in form and substance reasonably satisfactory to the
Requisite Lenders;


 


(f)            the Cequint
Acquisition shall have been consummated in accordance with the terms and
conditions of the Cequint Purchase Agreement and the Cequint Purchase Agreement
shall not have been amended or otherwise changed or supplemented or any
provision waived or consented to in a manner materially adverse to Agent or the
Lenders (as determined by Agent) without the prior written consent of the Agent
and the Requisite Lenders;


 


(g)           certified
copies of material governmental approvals and consents, if any, that are
required in connection with the consummation of the Transactions;


 


11

















 


(h)           a Subsidiary
Joinder Agreement substantially in the form of Exhibit E attached hereto duly
executed and delivered by each domestic new Subsidiary of Holdings formed or
acquired in connection with the Cequint Acquisition that is required to become
a Guarantor (the “New Guarantors”) pursuant to the terms of the Credit
Agreement and the other parties thereto and, to the extent required by the Loan
Documents, such other pledges, security agreements, financing statements,
control account agreements, certificates and other instruments and agreements
reasonably required to obtain a guaranty of the Obligations by the New
Guarantors and to grant and perfect the Agent’s Liens in any assets of Holdings
and its Subsidiaries (including any New Guarantor) acquired pursuant to the
Cequint Acquisition (collectively, the “Subsidiary Joinder Documents”);


 


(i)            the items
described in clauses J, L, M, N and S of Annex B to the Credit Agreement with
respect to any New Guarantor;


 


(j)            certificates of
qualification to transact business or other comparable certificates issued by
the Secretary of State (and any state department of taxation, as applicable) of
each state in which each New Guarantor is required to be so qualified and where
the failure to be so qualified could reasonably be expected to have a Material
Adverse Effect;


 


(k)           duly executed
and delivered Collateral Assignment of Purchase Documents entered into with
respect to the Cequint Purchase Agreement and the other Cequint Purchase
Documents substantially in the form of Exhibit F attached hereto;


 


(l)            evidence of the
due authorization by the Credit Parties (other than the New Guarantors) to
incur the Series 1 New Term Loan and the New Revolving Commitments described in
the First Joinder Agreement and to enter into this Amendment, the First Joinder
Agreement and the Guarantor Acknowledgement, in each case, to which it is a
party;


 


(m)          duly executed
opinion of Kirkland & Ellis LLP, counsel for the Credit Parties, in form and
substance reasonably satisfactory to Agent and dated as of the Effective Date;


 


(n)           duly executed
and delivered certificate signed by the president or chief executive officer or
the chief financial officer of Borrower or such other officer of Borrower reasonably
satisfactory to the Agent certifying as to the items described in Section
1.1(e)(i)(1), (2) and (3) of the Credit Agreement in substantially the form of
Exhibit A to the First Joinder Agreement;


 


(o)           duly executed
and delivered certificate by the chief financial officer of Holdings certifying
that Holdings and its Subsidiaries (including the New Guarantors) when taken as
a whole are Solvent after giving effect to the Transactions;


 


(p)           duly executed
letter of direction from Borrower addressed to Agent, on behalf of itself and
Lenders, with respect to the disbursement of the proceeds of the Series 1 New
Term Loan on the Effective Date; and


 


(q)           payment of all
fees and expenses due and payable to Agent and the Lenders as of the Effective
Date.


 


Section 4.  Representations.  Each Credit Party party hereto represents and
warrants to the Agent and the Lenders that:


 


12

















 


(a)           Authorization.  Each Credit Party party hereto has the right
and power, and has taken all necessary action to authorize it, to execute and
deliver this Amendment and the First Joinder Agreement, to which it is a party
and to perform its obligations hereunder and under the Credit Agreement, as
amended or supplemented by this Amendment and the First Joinder Agreement, in
accordance with their respective terms. 
This Amendment and the First Joinder Agreement have been duly executed
and delivered by a duly authorized officer of each Credit Party party hereto or
thereto and each of this Amendment and the Credit Agreement, as is amended or
supplemented by this Amendment and the First Joinder Agreement, is a legal,
valid and binding obligation of such Credit Party enforceable against such
Credit Party, in accordance with its respective terms except as may be limited
by bankruptcy, insolvency, reorganization, moratorium or other laws affecting
creditors’ rights generally and the effects of general principles of equity.


 


(b)           Compliance with Laws, etc.  The execution and delivery by each Credit
Party of this Amendment and the First Joinder Agreement, to which it is a party
and the performance by such Credit Party of this Amendment, the First Joinder
Agreement and the Credit Agreement, as amended or supplemented by this
Amendment and the First Joinder Agreement, in accordance with their respective
terms, do not and will not: (i) require any consent or approval of,
registration or filing with, or any action by, any Governmental Authority or
any other Person except those as have been obtained or made and are in full
force and effect or where the failure to do so, individually or in the
aggregate, could not reasonably be expected to have  a
Material Adverse Effect; (ii) conflict with, result in a breach of or
constitute a default (with due notice or lapse of time or both) under the
organizational documents of any Credit Party, or any Contractual Obligation to
which any Credit Party is a party or by which they or any of their properties
may be bound, except if such conflicts, breaches or defaults have not had and
could not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect; or (iii) result in or require the
creation or imposition of any Lien upon or with respect to any property now
owned or hereafter acquired by any Credit Party other than Permitted
Encumbrances.


 


(c)           No Default.  No Default or Event of Default has occurred
and is continuing as of the date hereof or will exist immediately after giving
effect to this Amendment and the Transactions.


 


Section 5.  Reaffirmation of Representations by
the Credit Parties.  Each of the
Credit Parties party hereto hereby represents and warrants that all
representations and warranties made by such Credit Party to the Agent and the
Lenders in the Credit Agreement and the other Loan Documents to which it is a
party are true and correct in all material respects on and as of the date
hereof (without duplication of any materiality qualifier contained therein and
except with respect to any representation or warranty that was as of a date
certain in which case such representation or warranty was true and correct in
all material respects as of such date (without duplication of any materiality
qualifier)) after giving effect to this Amendment, the First Joinder Agreement
and the Transactions with the same force and effect as if such representations
and warranties were set forth in this Amendment in full.


 


Section 6.  Release.  In consideration of the amendments contained
herein, each Credit Party party hereto hereby releases, acquits, and forever
discharges the Agent and each of the Lenders, and each and every past and
present subsidiary, affiliate, stockholder, officer, director, agent, servant,
employee, representative, and attorney of the Agent and the Lenders, from any
and all claims, causes of action, suits, debts, liens, obligations,
liabilities, demands, losses, costs and expenses (including reasonable
attorneys’ fees) of any kind, character, or nature whatsoever, known or
unknown, fixed or 


 


13

















 


contingent, which such
Credit Party may have or claim to have now or which may hereafter arise out of
or connected with any act of commission or omission of the Agent or the Lenders
existing or occurring prior to the date of this Amendment or any instrument
executed prior to the date of this Amendment including, without limitation, any
claims, liabilities or obligations arising with respect to the Credit Agreement
or the other of the Loan Documents.  The
provisions of this paragraph shall be binding upon each Credit Party and shall
inure to the benefit of the Agent, the Lenders, and their respective heirs,
executors, administrators, successors and assigns.


 


Section 7.  Effect;
Ratification.


 


(a)           Except as expressly herein
amended, the terms and conditions of the Credit Agreement and the other Loan
Documents remain unchanged and continue to be in full force and effect.  The amendments contained herein shall be
deemed to have prospective application only, unless otherwise specifically
stated herein.  The Credit Agreement is
hereby ratified and confirmed in all respects. 
Each reference to the Credit Agreement in any of the Loan Documents
(including the Credit Agreement) shall be deemed to be a reference to the Credit
Agreement, as amended by this Amendment and the First Joinder Agreement.


 


(b)           Except as expressly set
forth herein, nothing contained herein shall be deemed to constitute a waiver
of compliance with any term or condition contained in the Credit Agreement or
any of the other Loan Documents, or constitutes a course of conduct or dealing
among the parties.  The Agent and the
Lenders reserve all rights, privileges and remedies under the Loan Documents.


 


(c)           Nothing in this Amendment or
the First Joinder Agreement is intended, or shall be construed, to constitute a
novation or an accord and satisfaction of any of the Obligations or to modify,
affect or impair the perfection, priority or continuation of the security
interests in, security titles to or other Liens on any collateral (including
the Collateral) securing the Obligations.


 


(d)           This Amendment together with
the First Joinder Agreement constitutes the entire agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes any and all prior agreements and understandings, oral or written,
relating to the subject matter hereof.


 


Section 8.  Miscellaneous.  This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Amendment by signing
any such counterpart and sending the same by telecopier, electronic mail,
messenger or courier to the Agent.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective permitted
successors and assigns.


 


Section 9.  Severability.  In case any provision of or obligation under
this Amendment shall be invalid, illegal or unenforceable in any jurisdiction,
the validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.


 


14

















 


Section 10.  Definitions.  All capitalized terms not otherwise defined
herein are used herein with the respective definitions given them in the Credit
Agreement.


 


[Signatures on the Following Pages]


 


15

















 


IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit
Agreement to be duly executed as of the date first above written.


 


 


	
   

  	
  TRANSACTION NETWORK SERVICES, INC., as Borrower, and TNS, INC., as
  a Credit Party

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Henry H. Graham, Jr.

  
	
   

  	
  Name:

  	
  Henry
  H. Graham, Jr.

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK,

  
	
   

  	
  as
  Agent, an L/C Issuer and a Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Bennett

  
	
   

  	
  Name:

  	
  David
  A. Bennett

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SUNTRUST
  BANK,

  
	
   

  	
  on
  behalf of certain authorizing Lenders

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Bennett

  
	
   

  	
  Name:

  	
  David
  A. Bennett

  
	
   

  	
  Title:

  	
  Vice
  President

  



 
















 


EXHIBIT A


 


FIRST JOINDER AGREEMENT


 


FIRST
JOINDER AGREEMENT, dated as of October 1, 2010 (this “Agreement”), among
each financial institution who is a party to this Agreement as a New Loan
Lender (each, a “New Loan Lender” and, collectively, the “New Loan Lenders”),
Transaction Network Services, Inc., (the “Borrower”), and SunTrust Bank,
as administrative agent (the “Agent”).


 


RECITALS:


 


WHEREAS,
reference is hereby made to the Credit Agreement, dated as of November 19,
2009 (as amended by that certain First Amendment to Credit Agreement, dated as
of the date hereof (the “First Amendment”) and as further amended, restated,
supplemented or otherwise modified, refinanced or replaced from time to time,
the “Credit Agreement”), among Borrower, TNS, Inc. (“Holdings”), the
financial institutions party thereto from time to time as Lenders, the Agent
and the other parties thereto (capitalized terms used but not defined herein
having the meaning provided in the Credit Agreement); and


 


WHEREAS,
subject to the terms and conditions of the Credit Agreement, Borrower may
establish New Term Loan Commitments and/or New Revolving Loan Commitments by,
among other things, entering into one or more Joinder Agreements with New Term
Lenders and/or New Revolving Loan Lenders, as applicable.


 


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


 


Effective
as of the date hereof, each New Loan Lender party hereto hereby agrees to
commit to provide its respective New Revolving Loan Commitment (in the case of
each New Loan Lender that is a New Revolving Loan Lender) and/or New Term Loan
Commitment (in the case of each New Loan Lender that is a New Term Lender), as
set forth in the Register on the terms and subject to the conditions set forth
herein.  The aggregate amount of the New
Revolving Loan Commitments made pursuant to this Agreement equals
$25,000,000.  The aggregate amount of the
New Term Loan Commitments made pursuant to this Agreement equals $50,000,000.


 


Each
New Loan Lender that is not already a Lender under the Credit Agreement
acknowledges and agrees that upon its execution of this Agreement and the
making of New Revolving Loans and/or Series 1 New Term Loan, as the case
may be, such New Loan Lender shall become a “Lender” under, and for all
purposes of, the Credit Agreement and the other Loan Documents, and shall be
subject to and bound by the terms thereof, and shall perform all the
obligations of and shall have all rights of a Lender thereunder.


 


Each
New Loan Lender represents and warrants (i) that it has full power and
authority, and has taken all action necessary, to execute and deliver this
Agreement and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement; (ii) that it satisfies the
requirements specified in the Credit Agreement that are required to be
satisfied by it in order to provide the New Revolving Loan Commitment and/or
New Term Loan Commitment, as applicable, and become a Lender under the Credit
Agreement; (iii) confirms that it has received a copy of the Credit
Agreement and the other Loan Documents, together with copies of the most recent



 


Exhibit F - 1

















 


financial
statements delivered pursuant thereto, and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to
enter into this Agreement; (iv) agrees that it will, independently and
without reliance on the Agent, any other New Loan Lender or any other Lender
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement; (v) appoints and authorizes the Agent to take
such action as agent on its behalf and to exercise such powers under the Credit
Agreement and the other Loan Documents as are delegated to the Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
and (vi) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender as if such New Loan Lender were an original Lender
under, and party to, the Credit Agreement.


 


Each
New Loan Lender hereby agrees to make its respective Commitment on the
following terms and conditions:


 


SECTION 1.  Applicable Margin.  Borrower shall pay interest to the Agent, for
the ratable benefit of New Loan Lenders making a Series 1 New Term Loan,
on the Series 1 New Term Loan being made by each applicable New Loan
Lender in accordance with this Agreement in arrears on each applicable Interest
Payment Date, at the rate for the Series 1 New Term Loan provided in Section 1.2
of the Credit Agreement; provided that, the Applicable Series 1 Term Loan
Index Margin and Applicable Series 1 Term Loan LIBOR Margin shall be
determined as set forth below.


 


As of the First Amendment Effective Date, the
Applicable Series 1 Term Loan Index Margin shall equal 3.00% and
Applicable Series 1 Term Loan LIBOR Margin shall equal 4.00%.  Thereafter, the Applicable Series 1 Term
Loan Index Margin and Applicable Series 1 Term Loan LIBOR Margin shall be
adjusted in accordance with the terms of Section 1.2 of the Credit
Agreement and determined by reference to the following grids:


 


	
  Criteria:

  	
   

  	
  Level of Applicable Series 1

  Term Loan Index Margin and

  Applicable Series 1 Term Loan

  LIBOR Margin:

  
	
  If
  the Leverage Ratio is > 1.50, the Borrower’s corporate family rating
  from Moody’s is lower than Ba3 or the Borrower’s corporate credit rating from
  S&P is lower than BB-

  	
   

  	
  Level
  I

  
	
  If
  the Leverage Ratio is < 1.50 and the Borrower’s corporate family rating
  from Moody’s is Ba3 or better and the Borrower’s corporate credit rating from
  S&P is BB- or better

  	
   

  	
  Level
  II

  



 


	
   

  	
   

  	
  Applicable Margins

  	
   

  
	
   

  	
   

  	
  Level I

  	
   

  	
  Level II

  	
   

  	
  Level III

  	
   

  	
  Level IV

  	
   

  
	
  Applicable Series 1 Term Loan Index Margin

  	
   

  	
  3.00

  	
  %

  	
  2.50

  	
  %

  	
  n/a

  	
   

  	
  n/a

  	
   

  
	
  Applicable Series 1 Term Loan LIBOR Margin

  	
   

  	
  4.00

  	
  %

  	
  3.50

  	
  %

  	
  n/a

  	
   

  	
  n/a

  	
   

  



 


Exhibit A - 2

















 


SECTION 2.  Principal Payments. The Borrower shall
make principal payments on the Series 1 New Term Loan in installments on
the dates and in the amounts set forth below (“Series 1 Scheduled Installments”):


 


	
  Date

  	
   

  	
  Series 1 Scheduled Installments

  	
   

  
	
  December 31, 2010

  	
   

  	
  $625,000

  	
   

  
	
  March 31, 2011

  	
   

  	
  $625,000

  	
   

  
	
  June 30, 2011

  	
   

  	
  $625,000

  	
   

  
	
  September 30, 2011

  	
   

  	
  $625,000

  	
   

  
	
  December 31, 2011

  	
   

  	
  $625,000

  	
   

  
	
  March 31, 2012

  	
   

  	
  $625,000

  	
   

  
	
  June 30, 2012

  	
   

  	
  $625,000

  	
   

  
	
  September 30, 2012

  	
   

  	
  $625,000

  	
   

  
	
  December 31, 2012

  	
   

  	
  $625,000

  	
   

  
	
  March 31, 2013

  	
   

  	
  $625,000

  	
   

  
	
  June 30, 2013

  	
   

  	
  $625,000

  	
   

  
	
  September 30, 2013

  	
   

  	
  $625,000

  	
   

  
	
  December 31, 2013

  	
   

  	
  $625,000

  	
   

  
	
  March 31, 2014

  	
   

  	
  $625,000

  	
   

  
	
  June 30, 2014

  	
   

  	
  $625,000

  	
   

  
	
  September 30, 2014

  	
   

  	
  $625,000

  	
   

  
	
  December 31, 2014

  	
   

  	
  $625,000

  	
   

  
	
  March 31, 2015

  	
   

  	
  $625,000

  	
   

  
	
  June 30, 2015

  	
   

  	
  $625,000

  	
   

  
	
  September 30, 2015

  	
   

  	
  $625,000

  	
   

  
	
  November 18, 2015

  	
   

  	
  Remaining Principal Balance

  	
   

  



 


The
final installment shall in all events equal the entire remaining principal
balance of the Series 1 New Term Loan. 
Notwithstanding the foregoing, the outstanding principal balance of the Series 1
New Term Loan shall be due and payable in full on the Term Loan Maturity
Date.  Amounts borrowed with respect to
the Series 1 New Term Loan and repaid may not be reborrowed.  Series 1 Scheduled Installments shall be
New Term Loan Scheduled Installments for purposes of the Credit Agreement and
the other Loan Documents.


 


SECTION 3.  Voluntary and Mandatory Prepayments.  Scheduled installments of principal of the Series 1
New Term Loan set forth above shall be reduced in connection with any voluntary
or mandatory prepayments of the Series 1 New Term Loan in accordance with Section 1.5
of the Credit Agreement.


 


SECTION 4.  RESERVED.


 


SECTION 5.  RESERVED.


 


SECTION 6.  Use of Proceeds. The proceeds of the Series 1
New Term Loan made pursuant to this Agreement shall be used in accordance with Section 5.11(b) of
the Credit Agreement.


 


SECTION 7.  Proposed Borrowing. This Agreement
represents Borrower’s request to borrow Series 1 New Term Loan from the
New Term Lenders as follows (the “Proposed Borrowing”):


 


Exhibit A - 3

















 


(a) Business
Day of Proposed Borrowing:  October [1],
2010


 


(b) Amount
of Proposed Borrowing:  $50,000,000


 


(c) Interest
rate option:  LIBOR Loans with an initial
Interest Period of 3 months


 


SECTION 8.  Other Terms.  Pursuant to Section 1.1(e) of the
Credit Agreement,


 


(a)                                  (i) each
New Revolving Loan Commitment shall be deemed, for all purposes, a Revolving
Loan Commitment and a New Revolving Loan Commitment, (ii) each New
Revolving Loan made hereunder shall be deemed, for all purposes, a Revolving
Loan and a New Revolving Loan and (iii) each New Revolving Loan Lender
party hereto shall become, for all purposes, a Revolving Lender and a New
Revolving Loan Lender.


 


(b)                                 (i) each
New Term Loan Commitment shall be deemed, for all purposes, a Term Loan
Commitment and a New Term Loan Commitment, (ii) each Series 1 New
Term Loan made hereunder shall be deemed, for all purposes, a Term Loan, a Series of
New Term Loans, and a New Term Loan, (iii) each New Term Lender party
hereto shall become, for all purposes, a Term Lender and a New Term Lender and (iv) the
terms of the Series 1 New Term Loan shall be, except as otherwise set
forth herein or in the Credit Agreement, the same as the Initial Term Loan.


 


SECTION 9.  Credit Agreement Governs.  Except as set forth in this Agreement, the
New Revolving Loans and/or New Term Loans shall otherwise be subject to the
provisions of the Credit Agreement and the other Loan Documents.


 


SECTION 10.  Borrower Certifications. By its
execution of this Agreement, Borrower hereby certifies that:


 


(a)                                  all
representations and warranties made by any Credit Party contained in the Credit
Agreement or in any other Loan Document is true and correct in all material
respects (without duplication of any materiality qualifier contained therein)
on and as of the date hereof, except to the extent that such representation or
warranty expressly relates to an earlier date in which case such representation
or warranty is true and correct in all material respects (without duplication
of any materiality qualifier contained therein) as of such earlier date;


 


(b)                                 no event has
occurred and is continuing or would result from the consummation of the
Proposed Borrowing contemplated hereby that would constitute a Default or an
Event of Default; and


 


(c)                                  Borrower has
satisfied the conditions set forth in Section 7.2 of the Credit Agreement.


 


SECTION 11.  Borrower Covenants. By its execution
of this Agreement, Borrower hereby covenants that:


 


(a)                                  it shall pay
any LIBOR Breakage Fee payable in connection with the New Revolving Loan
Commitments;


 


Exhibit A - 4

















 


(b)                                 it shall
deliver or cause to be delivered the fees, legal opinions and documents set
forth in Section 3 of the First Amendment; and


 


(c)                                  set forth on
the attached certificate of the president or chief executive officer or chief
financial officer of Borrower or such other officer of Borrower reasonably
satisfactory to the Agent are the calculations (in reasonable detail)
demonstrating that both immediately before and after giving effect to the New
Revolving Loan Commitments, the Series 1 New Term Loan, the Cequint
Acquisition and the other transactions contemplated by the First Amendment on a
Pro Forma Basis, Holdings, Borrower and their respective Subsidiaries are in
pro forma compliance with the financial covenants described in Section 4
of the Credit Agreement.


 


SECTION 12.  Notice.  For purposes of the Credit Agreement, the
initial notice address of each New Loan Lender shall be as set forth below its
signature below.


 


SECTION 13.  Tax Forms.  For each relevant New Loan Lender, delivered
herewith to the Agent are such forms, certificates or other evidence with
respect to United States federal income tax withholding matters as such New
Loan Lender may be required to deliver to the Agent pursuant to Sections 1.9(c) and/or
(d) of the Credit Agreement.


 


SECTION 14.  Recordation of the New Loans. Upon
execution and delivery hereof, the Agent will record the Series 1 New Term
Loan and/or New Revolving Loan Commitment, as the case may be, made or provided
by each New Loan Lender in the Register.


 


SECTION 15.  Amendment, Modification and Waiver.
This Agreement may not be amended, modified or waived except by an instrument
or instruments in writing signed and delivered on behalf of each of the parties
hereto.


 


SECTION 16.  Entire Agreement. This Agreement, the
Credit Agreement and the other Loan Documents constitute the entire agreement
among the parties with respect to the subject matter hereof and thereof and
supersede all other prior agreements and understandings, both written and
verbal, among the parties or any of them with respect to the subject matter
hereof.


 


SECTION 17.  GOVERNING
LAW. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW).


 


SECTION 18.  Severability. Any term or provision of
this Agreement which is invalid or unenforceable in any jurisdiction shall, as
to that jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement or affecting the validity or enforceability of
any of the terms or provisions of this Agreement in any other jurisdiction. If
any provision of this Agreement is so broad as to be unenforceable, such
provision shall be interpreted to be only so broad as would be enforceable.


 


Exhibit A - 5

















 


SECTION 19.  Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed to be an original, but
all of which shall constitute one and the same agreement. Signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart.  Delivery of an executed
signature page of this Agreement by facsimile transmission or Electronic
Transmission shall be as effective as delivery of a manually executed
counterpart hereof.


 


[Remainder of page intentionally left blank]


 


Exhibit A - 6

















 


IN
WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer
to execute and deliver this First Joinder Agreement as of the date first
written above.


 


	
   

  	
  TRANSACTION
  NETWORK SERVICES, INC., as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


Exhibit A - 7

















 


	
   

  	
  SUNTRUST
  BANK, as Agent,

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


[Signatures Page to First Joinder Agreement]


 


Exhibit A - 8

















 


 


	
   

  	
  [NAME
  OF NEW LOAN LENDER],

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  
	
   

  	
  Telephone:

  	
   

  
	
   

  	
  Facsimile:

  	
   

  
					



 


[Signatures Page to First Joinder Agreement]


 


Exhibit A - 9