exv10w1






Exhibit 10.1




EXECUTION COPY




 




Published CUSIP Number: 78466RAA1 Deal

Published CUSIP Number: 78466RAC7 Term

Published CUSIP Number: 78466RAB9 Revolver




CREDIT AGREEMENT

dated as of

July 20, 2011




among



STERLING PARENT INC.,

as Holdings,



STERLING MERGER INC.

(to be merged with and into SRA International, Inc.),

as Borrower,



The Lenders Party Hereto



and



CITIBANK, N.A.,

as Administrative Agent

___________________________



CITIGROUP GLOBAL MARKETS INC.,

Joint Lead Arranger and Joint Bookrunner,



MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

Joint Lead Arranger, Joint Bookrunner and Syndication Agent,



GOLDMAN SACHS LENDING PARTNERS LLC,

Joint Lead Arranger and Joint Bookrunner,



CREDIT SUISSE SECURITIES (USA) LLC,

Co-Manager



and



CREDIT SUISSE SECURITIES (USA) LLC,

Documentation Agent



 




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	1	 
	SECTION 1.02. Classification of Loans and Borrowings
	 	 	53	 
	SECTION 1.03. Terms Generally
	 	 	53	 
	SECTION 1.04. Accounting Terms; GAAP
	 	 	53	 
	SECTION 1.05. Effectuation of Transactions
	 	 	54	 
	SECTION 1.06. Currency Translation
	 	 	54	 
	SECTION 1.07. Change of Currency
	 	 	55	 
	SECTION 1.08. Pro Forma Calculations
	 	 	55	 
	 
	 	 	 	 
	ARTICLE II THE CREDITS
	 	 	56	 
	 
	 	 	 	 
	SECTION 2.01. Commitments
	 	 	56	 
	SECTION 2.02. Loans and Borrowings
	 	 	56	 
	SECTION 2.03. Requests for Borrowings
	 	 	56	 
	SECTION 2.04. Swingline Loans
	 	 	57	 
	SECTION 2.05. Letters of Credit
	 	 	59	 
	SECTION 2.06. Funding of Borrowings
	 	 	65	 
	SECTION 2.07. Interest Elections
	 	 	66	 
	SECTION 2.08. Termination and Reduction of Commitments
	 	 	67	 
	SECTION 2.09. Repayment of Loans; Evidence of Debt
	 	 	68	 
	SECTION 2.10. Amortization of Term Loans
	 	 	69	 
	SECTION 2.11. Prepayment of Loans
	 	 	70	 
	SECTION 2.12. Fees
	 	 	78	 
	SECTION 2.13. Interest
	 	 	79	 
	SECTION 2.14. Alternate Rate of Interest
	 	 	79	 
	SECTION 2.15. Increased Costs
	 	 	80	 
	SECTION 2.16. Break Funding Payments
	 	 	81	 
	SECTION 2.17. Taxes
	 	 	81	 
	SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs
	 	 	84	 
	SECTION 2.19. Mitigation Obligations; Replacement of Lenders
	 	 	86	 
	SECTION 2.20. Incremental Credit Extensions
	 	 	87	 
	SECTION 2.21. Refinancing Amendments
	 	 	91	 
	SECTION 2.22. Maturity Extension
	 	 	92	 
	SECTION 2.23. Defaulting Lenders
	 	 	94	 
	SECTION 2.24. Illegality
	 	 	96	 
	 
	 	 	 	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	96	 
	 
	 	 	 	 
	SECTION 3.01. Organization; Powers
	 	 	96	 
	SECTION 3.02. Authorization; Enforceability
	 	 	96	 
	SECTION 3.03. Governmental Approvals; No Conflicts
	 	 	97	 
	SECTION 3.04. Financial Condition; No Material Adverse Effect
	 	 	97	 
	SECTION 3.05. Properties
	 	 	98	 






-i-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 3.06. Litigation and Environmental Matters
	 	 	98	 
	SECTION 3.07. Compliance with Laws and Agreements
	 	 	98	 
	SECTION 3.08. Investment Company Status
	 	 	98	 
	SECTION 3.09. Taxes
	 	 	98	 
	SECTION 3.10. ERISA
	 	 	99	 
	SECTION 3.11. Disclosure
	 	 	99	 
	SECTION 3.12. Subsidiaries
	 	 	99	 
	SECTION 3.13. Intellectual Property; Licenses, Etc.
	 	 	99	 
	SECTION 3.14. Solvency
	 	 	100	 
	SECTION 3.15. Insurance
	 	 	100	 
	SECTION 3.16. Federal Reserve Regulations
	 	 	100	 
	SECTION 3.17. Use of Proceeds
	 	 	100	 
	SECTION 3.18. Anti-Terrorism Laws
	 	 	100	 
	SECTION 3.19. Absence of Defaults
	 	 	100	 
	SECTION 3.20. Collateral Documents
	 	 	100	 
	SECTION 3.21. Labor Matters
	 	 	101	 
	SECTION 3.22. Government Contracts
	 	 	101	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS
	 	 	102	 
	 
	 	 	 	 
	SECTION 4.01. Effective Date
	 	 	102	 
	SECTION 4.02. Each Credit Event
	 	 	104	 
	 
	 	 	 	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	105	 
	 
	 	 	 	 
	SECTION 5.01. Financial Statements and Other Information
	 	 	105	 
	SECTION 5.02. Notices of Material Events
	 	 	108	 
	SECTION 5.03. Information Regarding Collateral
	 	 	108	 
	SECTION 5.04. Existence; Conduct of Business
	 	 	109	 
	SECTION 5.05. Payment of Taxes, etc.
	 	 	109	 
	SECTION 5.06. Maintenance of Properties
	 	 	109	 
	SECTION 5.07. Insurance
	 	 	109	 
	SECTION 5.08. Books and Records; Inspection and Audit Rights
	 	 	110	 
	SECTION 5.09. Compliance with Laws
	 	 	110	 
	SECTION 5.10. Use of Proceeds and Letters of Credit
	 	 	110	 
	SECTION 5.11. Additional Subsidiaries
	 	 	111	 
	SECTION 5.12. Further Assurances
	 	 	111	 
	SECTION 5.13. Designation of Subsidiaries
	 	 	112	 
	SECTION 5.14. Certain Post-Closing Obligations
	 	 	112	 
	SECTION 5.15. Maintenance of Ratings
	 	 	112	 
	SECTION 5.16. Interest Rate Protection
	 	 	112	 
	SECTION 5.17. Notices of Assignment
	 	 	112	 
	 
	 	 	 	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	113	 
	 
	 	 	 	 
	SECTION 6.01. Indebtedness
	 	 	113	 
	SECTION 6.02. Liens
	 	 	117	 
	SECTION 6.03. Fundamental Changes
	 	 	120	 






-ii-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions
	 	 	123	 
	SECTION 6.05. Asset Sales
	 	 	125	 
	SECTION 6.06. [Reserved]
	 	 	127	 
	SECTION 6.07. [Reserved]
	 	 	127	 
	SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness
	 	 	127	 
	SECTION 6.09. Transactions with Affiliates
	 	 	130	 
	SECTION 6.10. Restrictive Agreements
	 	 	131	 
	SECTION 6.11. Amendment of Senior Notes or Junior Financing; Organizational Documents
	 	 	132	 
	SECTION 6.12. Net Senior Secured Leverage Ratio
	 	 	132	 
	SECTION 6.13. Equity Interests
	 	 	132	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	133	 
	 
	 	 	 	 
	SECTION 7.01. Events of Default
	 	 	133	 
	SECTION 7.02. Right to Cure
	 	 	136	 
	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATIVE AGENT
	 	 	137	 
	 
	 	 	 	 
	SECTION 8.01. Appointment and Authority
	 	 	137	 
	SECTION 8.02. Rights as a Lender
	 	 	138	 
	SECTION 8.03. Exculpatory Provisions
	 	 	138	 
	SECTION 8.04. Reliance by Administrative Agent
	 	 	139	 
	SECTION 8.05. Delegation of Duties
	 	 	139	 
	SECTION 8.06. Resignation of Administrative Agent
	 	 	140	 
	SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders
	 	 	140	 
	SECTION 8.08. No Other Duties, Etc.
	 	 	141	 
	SECTION 8.09. Administrative Agent May File Proofs of Claim
	 	 	141	 
	SECTION 8.10. No Waiver; Cumulative Remedies; Enforcement
	 	 	142	 
	 
	 	 	 	 
	ARTICLE IX MISCELLANEOUS
	 	 	143	 
	 
	 	 	 	 
	SECTION 9.01. Notices
	 	 	143	 
	SECTION 9.02. Waivers; Amendments
	 	 	144	 
	SECTION 9.03. Expenses; Indemnity; Damage Waiver
	 	 	148	 
	SECTION 9.04. Successors and Assigns
	 	 	149	 
	SECTION 9.05. Survival
	 	 	154	 
	SECTION 9.06. Counterparts; Integration; Effectiveness
	 	 	155	 
	SECTION 9.07. Severability
	 	 	155	 
	SECTION 9.08. Right of Setoff
	 	 	155	 
	SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process
	 	 	156	 
	SECTION 9.10. WAIVER OF JURY TRIAL
	 	 	157	 
	SECTION 9.11. Headings
	 	 	157	 
	SECTION 9.12. Confidentiality
	 	 	157	 
	SECTION 9.13. USA Patriot Act
	 	 	158	 
	SECTION 9.14. Judgment Currency
	 	 	159	 
	SECTION 9.15. Release of Liens and Guarantees
	 	 	159	 
	SECTION 9.16. No Advisory or Fiduciary Responsibility
	 	 	160	 






-iii-









 






	 	 	 	 	 
	 	 	Page	 
	SECTION 9.17. Interest Rate Limitation
	 	 	160	 
	SECTION 9.18. Effectiveness of the Merger
	 	 	161	 
	SECTION 9.19. Additional Secured Indebtedness
	 	 	161	 











-iv-









 








SCHEDULES:




	 	 	 	 	 

	Schedule 1.03(a)

	 	—
	 	Excluded Assets
	Schedule 1.03(b)

	 	—
	 	Excluded Subsidiaries
	Schedule 2.01

	 	—
	 	Commitments
	Schedule 3.12

	 	—
	 	Subsidiaries
	Schedule 3.22

	 	—
	 	Subject Government Contracts
	Schedule 5.14

	 	—
	 	Certain Post-Closing Obligations
	Schedule 6.01

	 	—
	 	Existing Indebtedness
	Schedule 6.02

	 	—
	 	Existing Liens
	Schedule 6.04(e)

	 	—
	 	Existing Investments
	Schedule 6.09

	 	—
	 	Existing Affiliate Transactions
	Schedule 6.10

	 	—
	 	Existing Restrictions
	Schedule 9.01

	 	—
	 	Notices






EXHIBITS:




	 	 	 	 	 

	Exhibit A

	 	—
	 	Form of Assignment and Assumption
	Exhibit B

	 	—
	 	Form of Guarantee Agreement
	Exhibit C

	 	—
	 	Form of Perfection Certificate
	Exhibit D

	 	—
	 	[Reserved]
	Exhibit E

	 	—
	 	Form of Collateral Agreement
	Exhibit F-1

	 	—
	 	Form of Opinion of Debevoise & Plimpton LLP
	Exhibit F-2

	 	—
	 	Form of Opinion of Richards Layton & Finger, P.A.
	Exhibit F-3

	 	—
	 	Form of Opinion of McGuire Woods LLP
	Exhibit G

	 	—
	 	Form of Senior Priority Lien Intercreditor Agreement
	Exhibit H

	 	—
	 	Form of Junior Priority Lien Intercreditor Agreement
	Exhibit I

	 	—
	 	Form of Closing Certificate
	Exhibit J

	 	—
	 	Form of Intercompany Note
	Exhibit K

	 	—
	 	Form of Solvency Certificate
	Exhibit L

	 	—
	 	Form of Specified Discount Prepayment Notice
	Exhibit M

	 	—
	 	Form of Specified Discount Prepayment Response
	Exhibit N

	 	—
	 	Form of Discount Range Prepayment Notice
	Exhibit O

	 	—
	 	Form of Discount Range Prepayment Offer
	Exhibit P

	 	—
	 	Form of Solicited Discounted Prepayment Notice
	Exhibit Q

	 	—
	 	Form of Solicited Discounted Prepayment Offer
	Exhibit R

	 	—
	 	Form of Acceptance and Prepayment Notice
	Exhibit S-1

	 	—
	 	Form of Tax Status Certificate 1
	Exhibit S-2

	 	—
	 	Form of Tax Status Certificate 2
	Exhibit S-3

	 	—
	 	Form of Tax Status Certificate 3
	Exhibit S-4

	 	—
	 	Form of Tax Status Certificate 4






-v-









 





          CREDIT AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING PARENT
INC., a Delaware corporation (“Initial Holdings”), STERLING MERGER INC., a Delaware
corporation (to be merged with and into SRA INTERNATIONAL, INC., a Delaware corporation (the
“Company”) on the date hereof with the Company as the survivor (the “Borrower”)),
the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.




          The parties hereto agree as follows:




ARTICLE I




Definitions



          SECTION 1.01. Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:




          “ABR” when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the
Alternate Base Rate.




          “Acceptable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(D).




          “Acceptable Prepayment Amount” has the meaning assigned to such term in Section
2.11(a)(ii)(D).




          “Acceptance and Prepayment Notice” means an irrevocable written notice from the
Borrower accepting a Solicited Discounted Prepayment Offer to make a Discounted Term Loan
Prepayment at the Acceptable Discount specified therein pursuant to Section 2.11(a)(ii)(D)
substantially in the form of Exhibit R.




          “Acceptance Date” has the meaning specified in Section 2.11(a)(ii)(D).




          “Acquisition” means the acquisition of the Company pursuant to the terms of the
Acquisition Agreement.




          “Acquisition Agreement” means the Agreement and Plan of Merger dated as of March 31,
2011 among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a Delaware
corporation, and the Company.




          “Acquisition Documents” means the Acquisition Agreement, all other agreements to be
entered into between the Company or its Affiliates and Holdings or its Affiliates in connection
with the Acquisition and all schedules, exhibits and annexes to each of the foregoing and all side
letters, instruments and agreements affecting the terms of the foregoing or entered into in
connection therewith.




          “Additional Lender” means any Additional Revolving Lender or any Additional Term
Lender, as applicable.




          “Additional Notes” has the meaning assigned to such term in Section 6.01(a)(xxiii).




          “Additional Revolving Lender” means, at any time, any bank or other financial
institution that agrees to provide any portion of any (a) Incremental Revolving Loan or Revolving
Commitment Increase pursuant to an Incremental Revolving Facility Amendment in accordance with
Section 2.20 or






 









 







(b) Credit Agreement Refinancing Indebtedness pursuant to a Refinancing Amendment in accordance
with Section 2.21; provided that each Additional Revolving Lender shall be subject to the
approval of the Administrative Agent and, if such Additional Revolving Lender will provide an
Incremental Revolving Loan, a Revolving Commitment Increase or any Other Revolving Commitment, each
Principal Issuing Bank and the Swingline Lender (such approval in each case not to be unreasonably
withheld or delayed) and the Borrower.




          “Additional Term Lender” means, at any time, any bank or other financial institution
that agrees to provide any portion of any (a) Term Commitment Increase pursuant to an Incremental
Term Facility Amendment in accordance with Section 2.20 or (b) Credit Agreement Refinancing
Indebtedness pursuant to a Refinancing Amendment in accordance with Section 2.21; provided
that each Additional Term Lender (other than any Person that is a Lender, an Affiliate of a Lender
or an Approved Fund of a Lender at such time) shall be subject to the approval of the
Administrative Agent (such approval not to be unreasonably withheld or delayed) and, if such
Additional Term Lender will provide a Term Commitment Increase or any Other Term Commitment, the
Borrower.




          “Adjusted LIBO Rate” means, with respect to any Eurocurrency Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/100 of
1%) equal to (i) the LIBO Rate for such Interest Period multiplied by (ii) the
Statutory Reserve Rate.




          “Administrative Agent” means Citibank, N.A., in its capacity as administrative agent
hereunder and under the other Loan Documents, and its successors in such capacity as provided in
Article VIII.




          “Administrative Questionnaire” means an administrative questionnaire in a form
supplied by the Administrative Agent.




          “Affiliate” means, with respect to a specified Person, another Person that directly or
indirectly Controls or is Controlled by or is under common Control with the Person specified.




          “Affiliated Debt Funds” means any Affiliated Lender that is primarily engaged in, or
advises funds or other investment vehicles that are engaged in, making, purchasing, holding or
otherwise investing in commercial loans, bonds and similar extensions of credit or securities in
the ordinary course and with respect to which any Sponsor does not, directly or indirectly, possess
the power to direct or cause the direction of the investment policies of such entity.




          “Affiliated Lender” means, at any time, any Lender that is the Sponsor or an Affiliate
of the Sponsor (other than Holdings, the Borrower or any of their respective Subsidiaries) at such
time.




          “Agent Parties” has the meaning given to such term in Section 9.01(c).




          “Agreement” has the meaning given to such term in the preliminary statements hereto.




          “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and (c) the Adjusted LIBO Rate determined two Business Days prior to
such date (or if such day is not a Business Day, the immediately preceding Business Day) for a
deposit in dollars with a maturity of one month plus 1%. Any change in the Alternate Base
Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate
shall be effective from and including





-2-









 







the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO
Rate, respectively. Notwithstanding the foregoing, the Alternate Base Rate will be deemed to be
2.25% per annum with respect to the Term Loans if the Alternate Base Rate calculated pursuant to
the foregoing provisions would otherwise be less than 2.25% per annum.




          “Alternative Currency Equivalent” means, at any time, with respect to any amount
denominated in dollars, the equivalent amount thereof in euro at such time on the basis of the
Exchange Rate (determined by the Administrative Agent in accordance with Section 1.06) for the
purchase of euro with dollars.




          “Applicable Account” means, with respect to any payment to be made to the
Administrative Agent hereunder, the account specified by the Administrative Agent from time to time
for the purpose of receiving payments of such type.




          “Applicable Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(C).




          “Applicable Fronting Exposure” means, with respect to any Person that is an Issuing
Bank or the Swingline Lender at any time, the sum of (a) the US Dollar Equivalent of the aggregate
amount of all Letters of Credit issued by such Person in its capacity as an Issuing Bank (if
applicable) that remains available for drawing at such time, (b) the US Dollar Equivalent of the
aggregate amount of all LC Disbursements made by such Person in its capacity as an Issuing Bank (if
applicable) that have not yet been reimbursed by or on behalf of the Borrower at such time and (c)
the aggregate principal amount of all Swingline Loans made by such Person in its capacity as a
Swingline Lender (if applicable) outstanding at such time.




          “Applicable Percentage” means, at any time with respect to any Revolving Lender, the
percentage of the aggregate Revolving Commitments represented by such Lender’s Revolving Commitment
at such time (or, if the Revolving Commitments have terminated or expired, such Lender’s share of
the total Revolving Exposure at that time); provided that, at any time any Revolving Lender
shall be a Defaulting Lender, “Applicable Percentage” shall mean the percentage of the total
Revolving Commitments (disregarding any such Defaulting Lender’s Revolving Commitment) represented
by such Lender’s Revolving Commitment. If the Revolving Commitments have terminated or expired, the
Applicable Percentages shall be determined based upon the Revolving Commitments most recently in
effect, giving effect to any assignments pursuant to this Agreement and to any Lender’s status as a
Defaulting Lender at the time of determination.




          “Applicable Rate” means, for any day, (a) with respect to any Term Loan, (A) 4.25% per
annum, in the case of an ABR Loan, or (B) 5.25% per annum, in the case of a Eurocurrency Loan, and
(b) with respect to any ABR Loan or Eurocurrency Loan (other than a Term Loan), the applicable rate
per annum set forth below under the caption “ABR Spread” or “Eurocurrency Spread,” as the case may
be, based upon the Net Senior Secured Leverage Ratio as of the end of the fiscal quarter of the
Borrower for which consolidated financial statements have theretofore been most recently delivered
pursuant to Section 5.01(a) or 5.01(b); provided that, for purposes of clause (b), until
the date of the delivery of the consolidated financial statements pursuant to Section 5.01(a) or
5.01(b) as of and for the first full fiscal quarter ended after the Effective Date, the Applicable
Rate shall be based on the rates per annum set forth in Category 1:








-3-









 








	 	 	 	 	 	 	 	 	 
	Net Senior Secured	 	ABR	 	Eurocurrency
	Leverage Ratio:	 	Spread	 	Spread
	Category 1

Greater than or equal to 3.50 to 1.00
	 	 	4.25	%	 	 	5.25	%
	Category 2

Less than 3.50 to 1.00
	 	 	4.00	%	 	 	5.00	%






          For purposes of the foregoing, each change in the Applicable Rate resulting from a change in
the Net Senior Secured Leverage Ratio shall be effective during the period commencing on and
including the Business Day following the date of delivery to the Administrative Agent pursuant to
Section 5.01(a) or 5.01(b) of the consolidated financial statements and related Compliance
Certificate indicating such change and ending on the date immediately preceding the effective date
of the next such change. Notwithstanding the foregoing, the Applicable Rate, at the option of the
Administrative Agent or the Required Revolving Lenders, shall be based on the rates per annum set
forth in Category 1 (i) at any time that an Event of Default under Section 7.01(a) has occurred and
is continuing and shall continue to so apply to but excluding the date on which such Event of
Default shall cease to be continuing (and thereafter, the Category otherwise determined in
accordance with this definition shall apply) or (ii) if Holdings and the Borrower fail to deliver
the consolidated financial statements required to be delivered pursuant to Section 5.01(a) or
5.01(b) or any Compliance Certificate required to be delivered pursuant hereto, in each case within
the time periods specified herein for such delivery, during the period commencing on and including
the day of the occurrence of a Default resulting from such failure and until the delivery thereof.




          “Approved Bank” has the meaning assigned to such term in the definition of the term
“Permitted Investments.”




          “Approved Fund” means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or investing in commercial loans and similar extensions of
credit in the ordinary course of its activities and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers
or manages a Lender.




          “Assignment and Assumption” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any Person whose consent is required by
Section 9.04), substantially in the form of Exhibit A or any other form reasonably approved by the
Administrative Agent.




          “Assignment of Claims Act” has the meaning given to such term in the definition of
“Excluded Government Contract”.




          “Auction Agent” means (a) the Administrative Agent or (b) any other financial
institution or advisor employed by the Borrower (whether or not an Affiliate of the Administrative
Agent) to act as an arranger in connection with any Discounted Term Loan Prepayment pursuant to
Section 2.11(a)(ii); provided that the Borrower shall not designate the Administrative
Agent as the Auction Agent without the written consent of the Administrative Agent (it being
understood that the Administrative Agent shall be under no obligation to agree to act as the
Auction Agent).







-4-









 








          “Audited Financial Statements” means the audited consolidated balance sheet of the
Borrower and its subsidiaries for the three-year period ended June 30, 2010, and the related
consolidated statements of operations, changes in stockholders’ equity, comprehensive income and
cash flows of the Borrower and its subsidiaries, including the notes thereto.




          “Available Amount” means, as at any date, an amount, not less than zero in the
aggregate, determined on a cumulative basis, equal to, without duplication:





     (a) $75,000,000; plus




     (b) the Cumulative Excess Cash Flow at such time, plus




     (c) the cumulative amount of cash and Permitted Investment proceeds from (i) the sale
or issuance of Equity Interests of the Borrower or of any direct or indirect parent of the
Borrower after the Effective Date and on or prior to such time (including upon exercise of
warrants or options) which proceeds have been contributed as, or otherwise received in
respect of, Qualified Equity Interests of the Borrower and (ii) the Qualified Equity
Interests of the Borrower (or of Holdings or of any direct or indirect parent of Holdings)
issued upon conversion or exchange of Indebtedness (other than Indebtedness that is
contractually subordinated to the Loan Document Obligations) of the Borrower or any
Restricted Subsidiary of the Borrower owed to a Person other than a Loan Party or a
Restricted Subsidiary of a Loan Party together (in the case of clause (ii)) with the fair
market value (as reasonably determined by a Financial Officer) of any assets or property
received in connection with such exchange or conversion, excluding, in each of clauses (i)
and (ii) above, (x) any Cure Amount received pursuant to Section 7.02 and (y) any Excluded
Contributions; plus




     (d) 100% of the aggregate amount of contributions in respect of Qualified Equity
Interests of the Borrower (other than from a Restricted Subsidiary) received in cash and
Permitted Investments after the Effective Date other than (x) as a Cure Amount pursuant to
Section 7.02 or (y) as an Excluded Contribution; plus




     (e) in the event any Unrestricted Subsidiary has been re-designated as a Restricted
Subsidiary or has been merged or consolidated with or into, or transfers or conveys its
assets to, or is liquidated into, the Borrower or a Restricted Subsidiary, the fair market
value (as reasonably determined by a Financial Officer) of the Investments of the Borrower
and the Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such
redesignation, combination or transfer (or of the assets transferred or conveyed, as
applicable) so long as such Investments were originally made pursuant to Section 6.04(m);
provided, that in no case shall such amount exceed the amount of such Investment
made pursuant to Section 6.04(m), plus




     (f) the aggregate amount of all Net Proceeds of any Disposition of the Borrower or any
Restricted Subsidiary of Investments originally made pursuant to Section 6.04(m);
provided, that in no case shall such amount exceed the amount of such Investment
made pursuant to Section 6.04(m); plus




     (g) an amount equal to any returns in cash and Permitted Investments (including
dividends, interest, distributions, returns of principal, profits on sale, repayments,
income and similar amounts) actually received by the Borrower or any Restricted Subsidiary
in respect of any



-5-









 







Investments made pursuant to Section 6.04(m); provided, that in no case shall
such amount exceed the amount of such Investment made pursuant to Section 6.04(m).



          “Bankruptcy Code” means Title 11 of the United State Code, as amended, or any similar
federal or state law for the relief of debtors.




          “Board of Directors” means, with respect to any Person, (a) in the case of any
corporation, the board of directors of such Person or any committee thereof duly authorized to act
on behalf of such board, (b) in the case of any limited liability company, the board of managers of
such Person, (c) in the case of any partnership, the board of directors or board of managers of the
general partner of such Person and (d) in any other case, the functional equivalent of the
foregoing.




          “Board of Governors” means the Board of Governors of the Federal Reserve System of the
United States of America.




          “Borrower” has the meaning assigned to such term in the preamble and shall include any
Successor Borrower pursuant to Section 6.03(a)(iv).




          “Borrower Materials” has the meaning assigned to such term in Section 5.01.




          “Borrower Offer of Specified Discount Prepayment” means the offer by the Borrower to
make a voluntary prepayment of Term Loans at a specified discount to par pursuant to Section
2.11(a)(ii)(B).




          “Borrower Solicitation of Discount Range Prepayment Offers” means the solicitation by
the Borrower of offers for, and the corresponding acceptance by a Term Lender of, a voluntary
prepayment of Term Loans at a specified range at a discount to par pursuant to Section
2.11(a)(ii)(C).




          “Borrower Solicitation of Discounted Prepayment Offers” means the solicitation by the
Borrower of offers for, and the subsequent acceptance, if any, by a Term Lender of, a voluntary
prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(ii)(D).




          “Borrowing” means (a) Loans of the same Class and Type, made, converted or continued
on the same date in the same currency and, in the case of Eurocurrency Loans, as to which a single
Interest Period is in effect, or (b) a Swingline Loan.




          “Borrowing Minimum” means (a) in the case of a Eurocurrency Revolving Borrowing,
$5,000,000, (b) in the case of an ABR Revolving Borrowing, $1,000,000 and (c) in the case of a
Swingline Loan, $1,000,000.




          “Borrowing Multiple” means (a) in the case of a Eurocurrency Revolving Borrowing,
$1,000,000, (b) in the case of an ABR Revolving Borrowing, $500,000 and (c) in the case of a
Swingline Loan, $100,000.




          “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with
Section 2.03.




          “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in London or New York City are authorized or required by law to remain closed.







-6-









 








          “Capitalized Lease Obligations” of any Person means the obligations of such Person to
pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real
or personal property, or a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of
such obligations shall be the capitalized amount thereof determined in accordance with GAAP. For
purposes of Section 6.02, a Capitalized Lease Obligation shall be deemed to be secured by a Lien on
the property being leased and such property shall be deemed to be owned by the lessee.




          “Capitalized Leases” means all leases that have been or should be, in accordance with
GAAP, recorded as capitalized leases; provided that for all purposes hereunder the amount
of obligations under any Capitalized Lease shall be the amount thereof accounted for as a liability
in accordance with GAAP.




          “Capitalized Software Expenditures” means, for any period, the aggregate of all
expenditures (whether paid in cash or accrued as liabilities) by the Borrower and its Restricted
Subsidiaries during such period in respect of purchased software or internally developed software
and software enhancements that, in conformity with GAAP, are or are required to be reflected as
capitalized costs on the consolidated balance sheet of the Borrower and its Restricted
Subsidiaries.




          “Cash Management Obligations” means obligations of Holdings, any Intermediate Parent
Company, the Borrower or any Subsidiary in respect of any cash pooling arrangements, and any
netting, overdraft and related liabilities arising from treasury, depository and cash management
services or any automated clearing house transfers of funds (including participation in commercial
(or purchasing) card programs).




          “Casualty Event” means any event that gives rise to the receipt by Holdings, any
Intermediate Parent, the Borrower or any Restricted Subsidiary of any insurance proceeds or
condemnation awards in respect of any equipment, fixed assets or real property (including any
improvements thereon) to replace or repair such equipment, fixed assets or real property.




          “Change in Control” means (a) the failure of Holdings, or, after an IPO, the IPO
Entity, directly or indirectly through wholly owned subsidiaries, to own all of the Equity
Interests of the Borrower, (b) prior to an IPO, the failure by the Permitted Holders to own,
directly or indirectly through one or more holding company parents of Holdings, beneficially
(within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as in effect on the date hereof),
shares of Voting Stock in Holdings representing at least a majority of the aggregate ordinary
voting power represented by the issued and outstanding Voting Stock in Holdings, (c) after an IPO,
the acquisition of ownership, directly or indirectly, beneficially by any Person or “group” (within
the meaning of Section 13(d) or Section 14(d) of the Exchange Act as in effect on the date hereof),
other than the Permitted Holders, of shares of Voting Stock representing 35% or more of the
aggregate ordinary voting power of the issued and outstanding Voting Stock in the IPO Entity and
the percentage of the aggregate ordinary voting power of Voting Stock so held is greater than the
percentage of the aggregate ordinary voting power of Voting Stock in the IPO Entity held by the
Permitted Holders, or (d) the occurrence of a “Change of Control,” as defined in the documentation
governing the Senior Notes or the documentation governing any Indebtedness issued to refinance the
Senior Notes. For purposes of any determination under clause (b) or (c) above, the amount of Voting
Stock in the Relevant Parent Entity so owned by Permitted Holders described in clauses (b), (c),
(d) and (e) of the definition of “Permitted Holders” included in such determination shall be
limited such that the amount of such Voting Stock so owned by Persons in clause (a) of the
definition of “Permitted Holders” shall constitute a majority of such Voting Stock so owned by
Permitted Holders included in such determination.







-7-









 








          “Change in Law” means: (a) the adoption of any rule, regulation, treaty or other law
after the date of this Agreement, (b) any change in any rule, regulation, treaty or other law or in
the administration, interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) the making or issuance of any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or issued after the
date of this Agreement; provided that the foregoing shall not apply to any non-binding
recommendation of any Governmental Authority. Notwithstanding anything herein to the contrary, the
Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and
directives promulgated thereunder shall be deemed to have been introduced or adopted after the date
hereof, regardless of the date enacted or adopted.




          “Citi” means Citibank, N.A. and its successors.




          “Class” when used in reference to (a) any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are Revolving Loans, Incremental Revolving Loans,
Other Revolving Loans, Extended Revolving Loans, Term Loans, Incremental Term Loans, Other Term
Loans, Extended Term Loans or Swingline Loans, (b) any Commitment, refers to whether such
Commitment is a Revolving Commitment, Incremental Revolving Commitment, Other Revolving Commitment,
Extended Revolving Commitment, Term Commitment or Other Term Commitment and (c) any Lender, refers
to whether such Lender has a Loan or Commitment with respect to a particular Class of Loans or
Commitments. Other Term Commitments, Incremental Term Loans, Other Term Loans, Extended Term Loans,
Incremental Revolving Loans (and Incremental Revolving Commitments made pursuant thereto), Other
Revolving Commitments (and the Other Revolving Loans made pursuant thereto) and Extended Revolving
Commitments (and Extended Revolving Loans made pursuant thereto) that have different terms and
conditions shall be construed to be in different Classes.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          “Collateral” means any and all assets, whether real or personal, tangible or
intangible, on which Liens are purported to be granted pursuant to the Security Documents as
security for the Secured Obligations.




          “Collateral Agreement” means the Collateral Agreement among the Borrower, each other
Loan Party and the Administrative Agent, substantially in the form of Exhibit E.




          “Collateral and Guarantee Requirement” means, at any time, the requirement that:





     (a) the Administrative Agent shall have received from (i) Holdings, any Intermediate
Parent, the Borrower and each of its Restricted Subsidiaries (other than any Excluded
Subsidiary) either (x) a counterpart of the Guarantee Agreement duly executed and delivered
on behalf of such Person or (y) in the case of any Person that becomes a Loan Party after
the Effective Date (including by ceasing to be an Excluded Subsidiary), a supplement to the
Guarantee Agreement, in substantially the form specified therein (with such changes as may
be reasonably acceptable to the Administrative Agent), duly executed and delivered on behalf
of such Person and (ii) Holdings, any Intermediate Parent, the Borrower and each Subsidiary
Loan Party either (x) a counterpart of the Collateral Agreement duly executed and delivered
on behalf of such Person or (y) in the case of any Person that becomes a Subsidiary Loan
Party after the Effective Date (including by ceasing to be an Excluded Subsidiary), a
supplement to the Collateral Agreement, in substantially the form specified therein (with
such changes as may be reasonably acceptable to the Administrative Agent), duly executed and
delivered on behalf of such Person, in each case



-8-









 







 under this
clause (a) together with, in the case of any such Loan Documents executed and delivered
after the Effective Date, documents of the type referred to in Section 4.01(c) and (if
requested by the Administrative Agent) opinions of the type referred to in Section 4.01(b);




     (b) all outstanding Equity Interests of the Borrower and each Restricted Subsidiary
(other than any Equity Interests constituting Excluded Assets) owned by or on behalf of any
Loan Party, shall have been pledged pursuant to the Collateral Agreement (or such other
Security Document in form and substance reasonably satisfactory to the Administrative
Agent), and the Administrative Agent shall have received certificates or other instruments
representing all such Equity Interests (if any), together with undated stock powers or other
instruments of transfer with respect thereto endorsed in blank (or, with respect to any
Foreign Subsidiary, such other measures reasonably satisfactory to the Administrative Agent
shall have been taken);




     (c) if any Indebtedness for borrowed money (including in respect of cash management
arrangements) of Holdings, any Intermediate Parent, the Borrower or any Restricted
Subsidiary in a principal amount of $2,000,000 or more is owing by such obligor to any Loan
Party and such Indebtedness is evidenced by a promissory note that shall have been pledged
pursuant to the Collateral Agreement, the Administrative Agent shall have received such
promissory note, together with undated instruments of transfer with respect thereto endorsed
in blank;




     (d) all certificates, agreements, documents and instruments, including Uniform
Commercial Code financing statements, required by the Security Documents, Requirements of
Law and reasonably requested by the Administrative Agent to be filed, delivered, registered
or recorded to create the Liens intended to be created by the Security Documents and perfect
such Liens to the extent required by, and with the priority required by, the Security
Documents and the other provisions of the term “Collateral and Guarantee Requirement,” shall
have been filed, registered or recorded or delivered to the Administrative Agent for filing,
registration or recording; and



          (e) the Administrative Agent shall have received (i) counterparts of a Mortgage with respect
to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged
Property, (ii) a policy or policies of title insurance in an amount reasonably acceptable to the
Administrative Agent issued by a nationally recognized title insurance company reasonably
acceptable to the Administrative Agent insuring the Lien of each such Mortgage as a first priority
Lien on the Mortgaged Property described therein, free of any other Liens except as expressly
permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the
Administrative Agent may reasonably request, (iii) the Flood Documentation, (iv) such legal
opinions as the Administrative Agent may reasonably request with respect to any such Mortgage or
Mortgaged Property and (v) a Survey (provided, however, that a Survey shall not be required to the
extent that the issuer of the applicable title insurance policy provides reasonable and customary
survey-related coverages (including, without limitation, survey-related endorsements) in the
applicable title insurance policy based on an existing survey and/or such other documentation as
may be reasonably satisfactory to the title insurer.




          Notwithstanding the foregoing provisions of this definition or anything in this Agreement or
any other Loan Document to the contrary, (a) the foregoing provisions of this definition shall not
require the creation or perfection of pledges of or security interests in, or the obtaining of
title insurance, legal opinions or other deliverables with respect to, particular assets of the
Loan Parties, or the provision of Guarantees by any Subsidiary, if, and for so long as the
Administrative Agent and the Borrower reasonably agree in writing that the cost or other
consequences of creating or perfecting such pledges or






-9-









 







security interests in such assets, or obtaining such title insurance, legal opinions or other
deliverables in respect of such assets, or providing such Guarantees (taking into account any
adverse tax consequences to Holdings, any Intermediate Parent, the Borrower or any of its
Subsidiaries as reasonably determined by the Borrower with the written consent of the
Administrative Agent (such consent not to be unreasonably withheld)), shall be excessive in view of
the benefits to be obtained by the Lenders therefrom, (b) Liens required to be granted from time to
time pursuant to the term “Collateral and Guarantee Requirement” shall be subject to exceptions and
limitations set forth in the Security Documents, (c) in no event shall control agreements or other
control or similar arrangements be required with respect to deposit accounts, securities accounts,
letter of credit rights or other assets requiring perfection by control (but not, for the avoidance
of doubt, possession) (it being understood that perfection by possession will not be required with
respect to cash), (d) in no event shall any Loan Party be required to complete any filings or other
action with respect to the perfection of security interests in any jurisdiction outside of the
United States (it being understood that unless otherwise agreed to by the Borrower there shall not
be required to be any Security Documents governed under the laws of any jurisdiction outside of the
United States), (e) in no event shall landlord lien waivers, estoppels and collateral access
letters be required to be delivered and (f) in no event shall the Collateral include any Excluded
Assets. The Administrative Agent may grant extensions of time for the creation and perfection of
security interests in or the obtaining of title insurance, legal opinions or other deliverables
with respect to particular assets or the provision of any Guarantee by any Subsidiary (including
extensions beyond the Effective Date or in connection with assets acquired, or Subsidiaries formed
or acquired, after the Effective Date) where it reasonably determines that such action cannot be
accomplished without undue effort or expense by the time or times at which it would otherwise be
required to be accomplished by this Agreement or the Security Documents.




          “Commitment” means (a) with respect to any Lender, its Revolving Commitment,
Incremental Revolving Commitment of any Class, Other Revolving Commitment of any Class, Extended
Revolving Commitment of any Class, Term Commitment, Other Term Commitment of any Class or any
combination thereof (as the context requires) and (b) with respect to any Swingline Lender, its
Swingline Commitment.




          “Company” has the meaning given to such term in the preliminary statements hereto.




          “Company Material Adverse Effect” means any fact, circumstance, change, event,
development, occurrence or effect that (i) has, or would reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the financial condition, business,
properties, assets or results of operations of the Borrower and its Subsidiaries taken as a whole
or (ii) would reasonably be expected to prevent or materially impair or delay the consummation of
the transactions contemplated by the Acquisition Agreement; provided that none of the
following, and no effect arising out of or resulting from the following, shall constitute or be
taken into account in determining whether a “Company Material Adverse Effect” has occurred or may,
would or could occur:





     (i) any facts, circumstances, changes, events, occurrences or effects generally
affecting (A) the principal industries in which the Borrower and its Subsidiaries operate or
(B) the economy, credit or financial or capital markets in the United States or elsewhere in
the world, including changes in interest or exchange rates, or




     (ii) any facts, circumstances, changes, events, occurrences or effects, arising out of,
resulting from or attributable to (A) changes in Law, in applicable regulations of any
Governmental Authority, in generally accepted accounting principles or in accounting
standards (or authoritative interpretation or enforcement thereof), (B) other than for
purposes of the representations



-10-









 







and warranties made in Section 3.4 of the Acquisition Agreement (as in effect on March 31,
2011) or, to the extent related to such representations and warranties, Section 6.2(a) of
the Acquisition Agreement (as in effect on March 31, 2011), the public announcement of the
Acquisition Agreement or the consummation of the Merger (as defined in the Acquisition
Agreement) or the other transactions contemplated by the Acquisition Agreement, including
the impact thereof on relationships, contractual or otherwise, with customers, suppliers,
distributors, partners, employees or regulators, or any litigation relating to the
Acquisition Agreement, the Merger (as defined in the Acquisition Agreement) or the other
transactions contemplated by the Acquisition Agreement, (C) acts of war (whether or not
declared), sabotage or terrorism, or any escalation or worsening of any such acts of war
(whether or not declared), sabotage or terrorism, (D) pandemics, earthquakes, hurricanes,
tornados or other natural disasters, (E) any action taken by the Borrower or its
Subsidiaries that is required by the Acquisition Agreement (as in effect on March 31, 2011)
or taken at Sterling Parent Inc.’s written request, (F) any change or announcement of a
potential change in the Borrower’s credit ratings, (G) any decline in the market price, or
change in trading volume, of any capital stock of the Borrower, or (H) any failure to meet
any internal or public projections, forecasts or estimates of revenue, earnings, cash flow
or cash position;


provided that (x) changes, events, occurrences or effects set forth in clauses (i),
(ii)(A), (ii)(C) and (ii)(D) above may be taken into account in determining whether there has been
or is a “Company Material Adverse Effect” to the extent such changes, events, occurrences or
effects have a disproportionate adverse effect on the Borrower and its Subsidiaries, taken as a
whole, in relation to other Persons operating in the principal industries in which the Borrower and
its Subsidiaries operate, and (y) that the underlying cause of any decline, change or failure
referred to in clauses (ii)(F), (ii)(G) and (ii)(H) (if not otherwise falling within any of the
exceptions set forth in clause (i) and clauses (ii)(A) through (H) above) shall be taken into in
determining whether there is a “Company Material Adverse Effect.”




          “Compliance Certificate” means a Compliance Certificate required to be delivered
pursuant to Section 5.01.




          “Consolidated EBITDA” means, for any period, Consolidated Net Income for such period,
plus:





     (a) without duplication and to the extent deducted (and not added back) in arriving at
such Consolidated Net Income (or, in the case of amounts pursuant to clause (xiii) or (xvi),
to the extent not already included in Consolidated Net Income), the sum of the following
amounts for such period:




     (i) total interest expense (including, to the extent deducted and not added
back in computing Consolidated Net Income, (A) amortization of original issue
discount resulting from the issuance of Indebtedness at less than par, (B) all
commissions, discounts and other fees and charges owed with respect to letters of
credit, surety bonds and bankers’ acceptances, (C) non-cash interest payments, (D)
the interest component of Capitalized Leases, (E) net payments, if any, made (less
net payments, if any, received) pursuant to interest rate Swap Agreements with
respect to Indebtedness, (F) amortization of deferred financing fees, debt issuance
costs, commissions, premiums, discounts and other fees and expenses and (G) any
expensing of bridge, commitment and other financing fees);



-11-









 






     (ii) provision for taxes based on income, profits or capital, including
federal, foreign, state, local, franchise, excise, and similar taxes based on
income, profits or capital paid or accrued during such period determined in
accordance with clause (f) of Consolidated Net Income;




     (iii) depreciation and amortization (including amortization of Capitalized
Software Expenditures);




     (iv) Non-Cash Charges;




     (v) extraordinary losses in accordance with GAAP;




     (vi) unusual or non-recurring charges (including any unusual or non-recurring
operating expenses directly attributable to the implementation of cost savings
initiatives), severance, relocation costs, integration and facilities’ opening costs
and other business optimization expenses, signing costs, executive recruiting costs,
retention or completion bonuses, transition costs, costs related to
closure/consolidation of facilities and curtailments or modifications to pension and
post-retirement employee benefit plans (including any settlement of pension
liabilities) and costs consisting of professional, consulting or other fees relating
to any of the foregoing;




     (vii) restructuring charges, accruals or reserves (including restructuring
costs related to the Transactions and acquisitions after the Effective Date and
adjustments to existing reserves); provided that the aggregate amount
included in Consolidated EBITDA pursuant to this clause (vii) together with the
aggregate amount included in Consolidated EBITDA pursuant to clause (b) below for
any Test Period shall not exceed 20% of Consolidated EBITDA for such Test Period
(calculated after giving effect to any adjustment pursuant to this clause (vii) and
clause (b) below);




     (viii) (A) fees and expenses paid or accrued in such period pursuant to the
Investor Management Agreement and (B) the amount of expenses relating to payments
made to option holders of Holdings or any of its direct or indirect parent companies
in connection with, or as a result of, any distribution being made to shareholders
of such Person or its direct or indirect parent companies, which payments are being
made to compensate such option holders as though they were shareholders at the time
of, and entitled to share in, such distribution, in each case to the extent
permitted in the Loan Documents;




     (ix) losses on asset sales, disposals or abandonments (other than asset sales,
disposals or abandonments in the ordinary course of business);




     (x) the amount of any net losses from discontinued operations in accordance
with GAAP, including net losses from the sale or disposition of discontinued
operations;




     (xi) any non-cash loss attributable to the mark to market movement in the
valuation of hedging obligations (to the extent the cash impact resulting from such
loss has not been realized) or other derivative instruments pursuant to Financial
Accounting Standards Accounting Standards Codification No. 815—Derivatives and
Hedging;



-12-









 






     (xii) any loss relating to amounts paid in cash prior to the stated settlement
date of any hedging obligation that has been reflected in Consolidated Net Income
for such period;




     (xiii) any gain relating to hedging obligations associated with transactions
realized in the current period that has been reflected in Consolidated Net Income in
prior periods and excluded from Consolidated EBITDA pursuant to clauses (c)(v) and
(c)(vi) below;




     (xiv) to the extent not covered by insurance, expenses with respect to
liability or casualty events or business interruption;




     (xv) the amount of any minority interest expense consisting of subsidiary
income attributable to minority equity interests of third parties in any Non-Wholly
Owned Subsidiary deducted (and not added back in such period to Consolidated Net
Income); and




     (xvi) cash receipts (or any netting arrangements resulting in reduced cash
expenditures) not representing Consolidated EBITDA or Consolidated Net Income in any
period to the extent non-cash gains relating to such income were deducted in the
calculation of Consolidated EBITDA pursuant to paragraph (c) below for any previous
period and not added back; plus




     (b) the amount of “run rate” cost savings projected by the Borrower in good faith to be
realized as a result of specified actions taken (except in connection with a Specified
Transaction, which shall be governed by Section 1.08(c)), committed to be taken or
reasonably expected to be taken (which cost savings shall be added to Consolidated EBITDA
until fully realized and calculated on a Pro Forma Basis as though such cost savings had
been realized on the first day of the relevant period), net of the amount of actual benefits
realized during such period from such actions; provided that (A) such cost savings
are reasonably identifiable and quantifiable in the good faith judgment of the Borrower, (B)
no cost savings shall be added pursuant to this clause (b) to the extent duplicative of any
expenses or charges relating to such cost savings that are included in clause (a) above (it
being understood and agreed that “run rate” shall mean the full recurring benefit that is
associated with any action taken), (C) such actions have been taken, are committed to be
taken within or are reasonably expected to be taken within 12 months after the end of the
relevant period and (D) the aggregate amount included in Consolidated EBITDA pursuant to
this clause (b) together with the aggregate amount included in Consolidated EBITDA pursuant
to clause (a)(vii) above for any Test Period shall not exceed 20% of Consolidated EBITDA for
such Test Period (calculated after giving effect to any adjustment pursuant to clause
(a)(vii) above and this clause (b)); less




     (c) without duplication and to the extent included in arriving at such Consolidated Net
Income (or, in the case of amounts pursuant to clause (vii), to the extent not already
deducted from Consolidated Net Income), the sum of the following amounts for such period:




     (i) extraordinary gains and unusual or non-recurring gains;



-13-









 






     (ii) non-cash gains (excluding any non-cash gain to the extent it represents
the reversal of an accrual or reserve for a potential cash item that reduced
Consolidated Net Income or Consolidated EBITDA in any prior period);




     (iii) gains on asset sales, disposals or abandonments (other than asset sales,
disposals or abandonments in the ordinary course of business);




     (iv) the amount of any net income from discontinued operations in accordance
with GAAP, including net income from the sale or disposition of discontinued
operations;




     (v) any non-cash gain attributable to the mark to market movement in the
valuation of hedging obligations (to the extent the cash impact resulting from such
gain has not been realized) or other derivative instruments pursuant to Financial
Accounting Standards Accounting Standards Codification No. 815—Derivatives and
Hedging;




     (vi) any gain relating to amounts received in cash prior to the stated
settlement date of any hedging obligation that has been reflected in Consolidated
Net Income in the such period;




     (vii) any loss relating to hedging obligations associated with transactions
realized in the current period that has been reflected in Consolidated Net Income in
prior periods and added back to Consolidated EBITDA pursuant to clauses (a)(xi) and
(a)(xii) above; and




     (viii) the amount of any minority interest income consisting of subsidiary loss
attributable to minority equity interests of third parties in any Non-Wholly Owned
Subsidiary added (and not deducted in such period to Consolidated Net Income);


in each case, as determined on a consolidated basis for the Borrower and its Restricted
Subsidiaries in accordance with GAAP; provided that, to the extent included in Consolidated
Net Income,





     (I) there shall be excluded in determining Consolidated EBITDA currency
translation gains and losses related to currency remeasurements of Indebtedness (including
the net loss or gain resulting from hedging agreements for currency exchange risk and
revaluations of intercompany balances), and




     (II) there shall be excluded in determining Consolidated EBITDA for any period any
adjustments resulting from the application of Financial Accounting Standards Accounting
Standards Codification No. 815—Derivatives and Hedging,



          For the purposes of determining the Net Senior Secured Leverage Ratio, the Net Total Leverage
Ratio or the Total Leverage Ratio for any Test Period, Consolidated EBITDA (prior to giving Pro
Forma Effect to any Specified Transaction or any adjustment pursuant to clause (b) above in each
case occurring after the Effective Date) shall be deemed to equal (a) $53,600,000 million for the
fiscal quarter ended March 31, 2011, (b) $48,000,000 million for the fiscal quarter ended December
31, 2010, (c) $48,500,000 million for the fiscal quarter ended September 30, 2010 and (d)
$50,400,000 million for the fiscal quarter ended June 30, 2010.







-14-









 








          “Consolidated Net Debt” means, as of any date of determination, (a) the aggregate
amount of Indebtedness of the Borrower and its Restricted Subsidiaries outstanding on such date,
determined on a consolidated basis in accordance with GAAP (but excluding the effects of any
discounting of Indebtedness resulting from the application of acquisition method accounting in
connection with the Transactions or any Permitted Acquisition (or other Investment permitted
hereunder)) consisting only of Indebtedness for borrowed money, unreimbursed obligations in respect
of drawn letters of credit, obligations in respect of Capitalized Leases and debt obligations
evidenced by promissory notes or similar instruments, provided that Indebtedness specified
in this clause (a) shall not include (i) Indebtedness in respect of any letter of credit or
bankers’ acceptances, except to the extent of unreimbursed obligations in respect thereof (provided
that any unreimbursed amount under commercial letters of credit shall not be counted as
Indebtedness until three (3) Business Days after such amount is drawn, it being understood that any
borrowing whether automatic or otherwise, to fund such reimbursement shall be counted), (iii)
obligations under Swap Agreements and (iv) Indebtedness defeased or satisfied and discharged in
accordance with the terms thereof minus (b) the aggregate amount of cash and Permitted
Investments (in each case, free and clear of all liens, other than Liens permitted pursuant to
Section 6.02).




          “Consolidated Net Income” means, for any period, the net income (loss) of the Borrower
and its Restricted Subsidiaries for such period determined on a consolidated basis in accordance
with GAAP, excluding, without duplication, (a) extraordinary items for such period, (b) the
cumulative effect of a change in accounting principles during such period to the extent included in
Consolidated Net Income, (c) Transaction Costs, (d) any fees and expenses (including any
transaction or retention bonus) incurred during such period, or any amortization thereof for such
period, in connection with any acquisition, Investment, asset disposition, issuance or repayment of
debt, issuance of equity securities, refinancing transaction or amendment or other modification of
any debt instrument (in each case, including any such transaction consummated prior to the
Effective Date and any such transaction undertaken but not completed) and any charges or
non-recurring merger costs incurred during such period as a result of any such transaction, (e) any
income (loss) for such period attributable to the early extinguishment of Indebtedness, hedging
agreements or other derivative instruments, (f) accruals and reserves that are established or
adjusted as a result of the Transactions or any acquisition, Investment, asset disposition or
write-off (including the related tax benefit) in accordance with GAAP (including any adjustment of
estimated payouts on earn-outs) or changes as a result of the adoption or modification of
accounting policies during such period, (g) stock-based award compensation expenses, (h) any income
(loss) attributable to deferred compensation plans or trusts, and (i) any income (loss) from
Investments recorded using the equity method. There shall be included in Consolidated Net Income,
without duplication, the amount of any cash tax benefits related to the tax amortization of
intangible assets in such period. There shall be excluded from Consolidated Net Income for any
period the effects from applying acquisition method accounting (including any adjustment of
estimated payouts on earn-outs), including applying acquisition method accounting to inventory,
property and equipment, leases, software and other intangible assets and deferred revenue
(including deferred costs related thereto and deferred rent) required or permitted by GAAP and
related authoritative pronouncements (including the effects of such adjustments pushed down to the
Borrower and its Restricted Subsidiaries), as a result of the Transactions, any acquisition
consummated prior to the Effective Date and any Permitted Acquisitions (or other Investments
permitted hereunder) or the amortization or write-off of any amounts thereof.




          In addition, to the extent not already included in Consolidated Net Income, Consolidated Net
Income shall include the amount of proceeds received or due from business interruption insurance or
reimbursement of expenses and charges that are covered by indemnification and other reimbursement
provisions in connection with any acquisition or other Investment or any Disposition of any asset
permitted hereunder.







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          “Consolidated Net Secured Indebtedness” means, as of any date of determination, (a)
Indebtedness of the type specified in clause (a) of the definition of Consolidated Net Debt that is
secured by a Lien on any assets of the Borrower or any Restricted Subsidiary (other than cash or
Permitted Investments held in a defeasance or similar trust for the benefit of the Indebtedness
secured thereby) minus (b) the aggregate amount of cash and Permitted Investments (in each case,
free and clear of all liens, other than Liens permitted pursuant to Section 6.02), excluding (x)
cash and Permitted Investments that are listed as “restricted” on the consolidated balance sheet of
the Borrower and its Restricted Subsidiaries as of such date, (y) solely for the purpose of
determining compliance with the Net Senior Secured Leverage Ratio test forth in the definition of
the Incremental Cap, the cash proceeds of any Incremental Term Loans incurred pursuant to Section
2.20) and (z) any cash used to cash collateralize Letters of Credit outstanding under this
Agreement.




          “Consolidated Total Debt” means, as of any date of determination, the aggregate amount
of Indebtedness of the type specified in clause (a) of the definition of “Consolidated Net Debt”
(other than any Indebtedness that has been defeased or discharged).




          “Consolidated Working Capital” means, at any date, the excess of (a) the sum of all
amounts (other than cash and Permitted Investments) that would, in conformity with GAAP, be set
forth opposite the caption “total current assets” (or any like caption) on a consolidated balance
sheet of the Borrower and its Restricted Subsidiaries at such date, excluding (i) the current
portion of current and deferred income taxes and (ii) the current assets of discontinued operations
over (b) the sum of all amounts that would, in conformity with GAAP, be set forth opposite the
caption “total current liabilities” (or any like caption) on a consolidated balance sheet of the
Borrower and its Restricted Subsidiaries on such date, including deferred revenue but excluding,
without duplication, (i) the current portion of any Funded Debt, (ii) the current liabilities of
discontinued operations, (iii) all Indebtedness consisting of Loans and obligations under Letters
of Credit to the extent otherwise included therein, (iv) the current portion of interest and (v)
the current portion of current and deferred income taxes; provided that, for purposes of
calculating Excess Cash Flow, increases or decreases in working capital shall exclude (A) increases
or decreases, as applicable, arising from acquisitions or dispositions by the Borrower and its
Restricted Subsidiaries during such period and (B) (I) the impact of movements in foreign
currencies and (II) any changes in current assets or current liabilities as a result of (y) any
reclassification in accordance with GAAP of assets or liabilities, as applicable, between current
and noncurrent or (z) the effects of acquisition method accounting.




          “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies, or the dismissal or appointment of the
management, of a Person, whether through the ability to exercise voting power, by contract or
otherwise. “Controlling” and “Controlled” have meanings correlative thereto.




          “Converted Restricted Subsidiary” has the meaning given such term in the definition of
“Consolidated EBITDA.”




          “Converted Unrestricted Subsidiary” has the meaning given such term in the definition
of “Consolidated EBITDA.”




          “Credit Agreement Refinancing Indebtedness” means (a) Permitted Senior Priority
Refinancing Debt, (b) Permitted Junior Priority Refinancing Debt, (c) Permitted Unsecured
Refinancing Debt or (d) Indebtedness incurred or Other Revolving Commitments obtained pursuant to a
Refinancing Amendment, in each case, issued, incurred or otherwise obtained (including by means of
the extension or






-16-









 







renewal of existing Indebtedness) in exchange for, or to extend, renew, replace or refinance,
in whole or part, existing Term Loans, outstanding Revolving Loans or Revolving Commitments
hereunder (including any successive Credit Agreement Refinancing Indebtedness) (“Refinanced
Debt”); provided that (i) such extending, renewing or refinancing Indebtedness
(including, if such Indebtedness includes any Other Revolving Commitments, the unused portion of
such Other Revolving Commitments) is in an original aggregate principal amount not greater than the
aggregate principal amount of the Refinanced Debt (and, in the case of Refinanced Debt consisting,
in whole or in part, of unused Revolving Commitments, Incremental Revolving Commitments, Extended
Revolving Commitments or Other Revolving Commitments, the amount thereof) (except by an amount
equal to accrued and unpaid interest and premium thereon and fees and expenses incurred, in
connection with such extending, renewing or refinancing), (ii) such Indebtedness has a later
maturity and, except in the case of Other Revolving Commitments, a Weighted Average Life to
Maturity equal to or greater than the Refinanced Debt, (iii) such Refinanced Debt shall be repaid,
defeased or satisfied and discharged, and all accrued interest, fees and premiums (if any) in
connection therewith shall be paid, on the date such Credit Agreement Refinancing Indebtedness is
issued, incurred or obtained and (iv) such Credit Agreement Refinancing Indebtedness does not
contain (x) any mandatory prepayments that do not apply to the Term Loans, Revolving Commitments or
Revolving Loans being refinanced and (y) the terms and conditions (including, if applicable, as to
collateral) of such Credit Agreement Refinancing Indebtedness taken as a whole are customary for
similar Indebtedness in light of then-prevailing market conditions as reasonably determined by the
Borrower (except any such mandatory prepayment provisions and other terms and conditions that are
only applicable to periods after the Latest Maturity Date); provided that to the extent
that such Refinanced Debt consists, in whole or in part, of Revolving Commitments, Incremental
Revolving Commitments, Other Revolving Commitments or Extended Revolving Commitments (or Revolving
Loans, Incremental Revolving Loans, Other Revolving Loans, Extended Revolving Loans or Swingline
Loans incurred pursuant to any Revolving Commitments, Incremental Revolving Commitments, Other
Revolving Commitments or Extended Revolving Commitments), such Revolving Commitments, Incremental
Revolving Commitments, Other Revolving Commitments or Extended Revolving Commitments, as
applicable, shall be terminated, and all accrued fees in connection therewith shall be paid, on the
date such Credit Agreement Refinancing Indebtedness is issued, incurred or obtained.




          “Cumulative Excess Cash Flow” means the sum of Excess Cash Flow for the Fiscal Year
ending on June 30, 2012 and Excess Cash Flow for each succeeding completed Fiscal Year (but not
less than zero in any period).




          “Cure Amount” has the meaning assigned to such term in Section 7.02(a).




          “Debtor Relief Laws” means the Bankruptcy Code, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or
other applicable jurisdictions from time to time in effect and affecting the rights of creditors
generally.




          “Default” means any event or condition that constitutes an Event of Default or that
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.




          “Defaulting Lender” means, subject to Section 2.23(b), any Lender that (a) has failed
to perform any of its funding obligations hereunder, including in respect of its Loans or
participations in respect of Letters of Credit or Swingline Loans, within two Business Days of the
date required to be funded by it hereunder or thereunder, (b) has notified the Borrower or the
Administrative Agent that it does not intend to comply with its funding obligations or has made a
public statement or provided any written






-17-









 







notification to any Person to that effect with respect to its funding obligations hereunder or
under other agreements in which it commits to extend credit, (c) has failed, within three Business
Days after request by the Administrative Agent in writing (whether acting on its own behalf or at
the reasonable request of the Borrower (it being understood that the Administrative Agent shall
comply with any such reasonable request)), which request shall only have been made after the
conditions to funding set forth in Section 4.02 have been satisfied, to confirm in a manner
satisfactory to the Administrative Agent and the Borrower that it will comply with its funding
obligations (provided that such Lender shall cease to be a Defaulting Lender pursuant to
this clause (c) upon the receipt of such written confirmation by the Administrative Agent and the
Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any Debtor Relief Law, (ii) had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or a custodian appointed for it, or (iii) taken any action in
furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or
appointment; provided that a Lender shall not be a Defaulting Lender solely by virtue of
the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent
company thereof by a Governmental Authority.




          “Defaulting Lender Fronting Exposure” means, at any time there is a Defaulting Lender,
(a) with respect to the Issuing Bank, such Defaulting Lender’s Applicable Percentage of the
outstanding Letter of Credit obligations other than Letter of Credit obligations as to which such
Defaulting Lender’s participation obligation has been reallocated to other Lenders or cash
collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender,
such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to
which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or
cash collateralized in accordance with the terms hereof.




          “Designated Non-Cash Consideration” means the fair market value of non-cash
consideration received by Holdings, any Intermediate Parent, the Borrower or any Restricted
Subsidiary in connection with a Disposition pursuant to Section 6.05(k) that is designated as
Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of Holdings,
setting forth the fair market value of such non-cash consideration and the basis of such valuation
(provided that any non-cash consideration converted to cash shall no longer be considered
outstanding non-cash consideration for purposes of Section 6.05(k)).




          “Discount Prepayment Accepting Lender” has the meaning assigned to such term in
Section 2.11(a)(ii)(B).




          “Discount Range” has the meaning assigned to such term in Section 2.11(a)(ii)(C).




          “Discount Range Prepayment Amount” has the meaning assigned to such term in Section
2.11(a)(ii)(C).




          “Discount Range Prepayment Notice” means a written notice of a Borrower Solicitation
of Discount Range Prepayment Offers made pursuant to Section 2.11(a)(ii)(C) substantially in the
form of Exhibit N.




          “Discount Range Prepayment Offer” means the irrevocable written offer by a Term
Lender, substantially in the form of Exhibit O, submitted in response to an invitation to submit
offers following the Auction Agent’s receipt of a Discount Range Prepayment Notice.







-18-









 








          “Discount Range Prepayment Response Date” has the meaning assigned to such term in
Section 2.11(a)(ii)(C).




          “Discount Range Proration” has the meaning assigned to such term in Section
2.11(a)(ii)(C).




          “Discounted Prepayment Determination Date” has the meaning assigned to such term in
Section 2.11(a)(ii)(D).




          “Discounted Prepayment Effective Date” means in the case of a Borrower Offer of
Specified Discount Prepayment or Borrower Solicitation of Discount Range Prepayment Offer, five (5)
Business Days following the receipt by each relevant Term Lender of notice from the Auction Agent
in accordance with Section 2.11(a)(ii)(B), Section 2.11(a)(ii)(C) or Section 2.11(a)(ii)(D), as
applicable unless a shorter period is agreed to between the Borrower and the Auction Agent.




          “Discounted Term Loan Prepayment” has the meaning assigned to such term in Section
2.11(a)(ii)(A).




          “Disposition” has the meaning assigned to such term in Section 6.05.




          “Disqualified Equity Interest” means, with respect to any Person, any Equity Interest
in such Person that by its terms (or by the terms of any security into which it is convertible or
for which it is exchangeable, either mandatorily or at the option of the holder thereof), or upon
the happening of any event or condition:





     (a) matures or is mandatorily redeemable (other than solely for Equity Interests in
such Person that do not constitute Disqualified Equity Interests and cash in lieu of
fractional shares of such Equity Interests), whether pursuant to a sinking fund obligation
or otherwise;




     (b) is convertible or exchangeable, either mandatorily or at the option of the holder
thereof, for Indebtedness or Equity Interests (other than solely for Equity Interests in
such Person that do not constitute Disqualified Equity Interests and cash in lieu of
fractional shares of such Equity Interests); or




     (c) is redeemable (other than solely for Equity Interests in such Person that do not
constitute Disqualified Equity Interests and cash in lieu of fractional shares of such
Equity Interests) or is required to be repurchased by such Person or any of its Affiliates,
in whole or in part, at the option of the holder thereof;


in each case, on or prior to the date 91 days after the Latest Maturity Date; provided,
however, that (i) an Equity Interest in any Person that would not constitute a Disqualified
Equity Interest but for terms thereof giving holders thereof the right to require such Person to
redeem or purchase such Equity Interest upon the occurrence of an “asset sale” or a “change of
control” shall not constitute a Disqualified Equity Interest if any such requirement becomes
operative only after repayment in full of all the Loans and all other Loan Document Obligations
that are accrued and payable, the cancellation or expiration of all Letters of Credit and the
termination of the Commitments and (ii) if an Equity Interest in any Person is issued pursuant to
any plan for the benefit of employees of Holdings (or any direct or indirect parent thereof) or any
of its subsidiaries or by any such plan to such employees, such Equity Interest shall not
constitute a Disqualified Equity Interest solely because it may be required to be repurchased by
Holdings (or any direct or






-19-









 







indirect parent company thereof) or any of its subsidiaries in order to satisfy applicable
statutory or regulatory obligations of such Person.




          “Disqualified Lender” means those Persons set forth in the Disqualified Lenders side
letter, dated as of March 31, 2011, signed by the Borrower and delivered to Citigroup Global
Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.




          “Documentation Agent” means Credit Suisse Securities (USA) LLC in its capacity as
documentation agent.




          “dollars” or “$” refers to lawful money of the United States of America.




          “Domestic Subsidiary” means any Subsidiary that is not a Foreign Subsidiary.




          “ECF Percentage” means, with respect to the prepayment required by Section 2.11(d)
with respect to any Fiscal Year of the Borrower, if the Net Senior Secured Leverage Ratio (prior to
giving effect to the applicable prepayment pursuant to Section 2.11(d)) as of the end of such
Fiscal Year is (a) greater than 3.50 to 1.00, 75% of Excess Cash Flow for such Fiscal Year, (b)
greater than 2.75 to 1.00 but less than or equal to 3.50 to 1.00, 50%, (c) greater than 2.00 to
1.00 but less than or equal to 2.75 to 1.00, 25% of Excess Cash Flow for such Fiscal Year and (d)
less than or equal to 2.00 to 1.00, 0% of Excess Cash Flow for such Fiscal Year.




          “Effective Date” means the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).




          “Effective Date Unrestricted Subsidiaries” means (i) Era Systems, LLC, a Delaware
limited liability company, and (ii) SRA Global Clinical Development LLC, a North Carolina limited
liability company and, in each case, any Subsidiary thereof.




          “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved
Fund and (d) any other Person (other than Holdings, any Intermediate Parent, the Borrower or any of
its Subsidiaries), other than, in each case, a natural person; provided that, without the
prior written consent of the Borrower (which may be withheld in its sole discretion) a Disqualified
Lender shall not be an Eligible Assignee.




          “EMU Legislation” means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency.




          “Environmental Laws” means all applicable treaties, rules, regulations, codes,
ordinances, judgments, orders, decrees and other applicable Requirements of Law, and all applicable
injunctions or binding agreements issued, promulgated or entered into by or with any Governmental
Authority, in each instance relating to the protection of the environment, to preservation or
reclamation of natural resources, to the Release or threatened Release of any Hazardous Material or
to the extent relating to exposure to Hazardous Materials, to health or safety matters.




          “Environmental Liability” means any liability, obligation, loss, claim, action, order
or cost, contingent or otherwise (including any liability for damages, costs of medical monitoring,
costs of environmental remediation or restoration, administrative oversight costs, consultants’
fees, fines, penalties and indemnities), of Holdings, any Intermediate Parent, the Borrower or any
Restricted Subsidiary directly






-20-









 







 or indirectly resulting from or based upon (a) any actual or alleged violation of any
Environmental Law or permit, license or approval issued thereunder, (b) the generation, use,
handling, transportation, storage or treatment of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any
contract, agreement or other consensual arrangement pursuant to which liability is assumed or
imposed with respect to any of the foregoing.




          “Equity Financing” means the contribution by the Sponsor, the Management Investors and
the other Investors on the Effective Date, directly or indirectly through one or more direct or
indirect holding company parents of Holdings, of cash equity contributions to Holdings on the
Effective Date in exchange for Qualified Equity Interests.




          “Equity Interests” means shares of capital stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity ownership
interests in a Person.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.




          “ERISA Affiliate” means any trade or business (whether or not incorporated) that,
together with Holdings, is treated as a single employer under Section 414(b) or 414(c) of the Code
or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 of the Code.




          “ERISA Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or
the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day
notice period is waived); (b) with respect to a Plan, a failure to satisfy the minimum funding
standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such
Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section
302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any
Plan; (d) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined
in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (e) a withdrawal by the Borrower
or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which it
was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations
that is treated as such a withdrawal under Section 4062(e) of ERISA; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan or Multiemployer Plan; (g) an event or condition which would reasonably
be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Plan or the receipt by the Borrower or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (h) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (i) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that
a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning
of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of
ERISA.




          “euro” or “€” means the single currency of the European Union as constituted
by the Treaty on European Union and as referred to in the EMU Legislation.







-21-









 








          “Eurocurrency” when used in reference to any Loan or Borrowing, refers to whether such
Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.




          “Event of Default” has the meaning assigned to such term in Section 7.01.




          “Excess Cash Flow” means, for any period, an amount equal to the excess of:





     (a) the sum, without duplication, of:




     (i) Consolidated Net Income for such period,




     (ii) an amount equal to the amount of all Non-Cash Charges to the extent
deducted in arriving at such Consolidated Net Income,




     (iii) decreases in Consolidated Working Capital, and




          (iv) an amount equal to the aggregate net non-cash loss on dispositions by the
Borrower and its Restricted Subsidiaries during such period (other than dispositions
in the ordinary course of business) to the extent deducted in arriving at such
Consolidated Net Income; less:




     (b) the sum, without duplication, of:




          (i) an amount equal to the amount of all non-cash credits included in arriving
at such Consolidated Net Income (including any amounts included in Consolidated Net
Income pursuant to the next to last sentence of the definition of “Consolidated Net
Income” to the extent such amounts are due but not received during such period) and
cash charges included in clauses (a) through (i) of the definition of Consolidated
Net Income (other than cash charges in respect of Transaction Costs paid on or about
the Effective Date to the extent financed with the proceeds of Funded Debt (other
than revolving loans) incurred on the Effective Date or an equity investment on the
Effective Date),




          (ii) without duplication of amounts deducted pursuant to clause (xi) below in
prior Fiscal Years, the amount of capital expenditures made in cash or accrued
during such period; provided, that, in no case shall any accrual of a
capital expenditure which has previously been deducted give rise to a subsequent
deduction upon the making of such capital expenditure in cash in the same or any
subsequent period, except to the extent that such capital expenditures were financed
with the proceeds of Funded Debt (other than revolving loans) of the Borrower or its
Restricted Subsidiaries (unless such Indebtedness has been repaid),




          (iii) the aggregate amount of all principal payments of Indebtedness (other
than the payment prior to its stated maturity of any Indebtedness that is
subordinated in right of payment to the Loan Document Obligations) of the Borrower
and its Restricted Subsidiaries (including (A) the principal component of payments
in respect of Capitalized Leases and (B) the amount of any mandatory prepayment of
Term Loans pursuant to Section 2.11(c) with the Net Proceeds from an event of the
type specified in clause (a) of the definition of “Prepayment Event” to the extent
required due to a disposition that



-22-









 







resulted in an increase to Consolidated Net Income and not in excess of the amount of
such increase but excluding (X) all other prepayments of Term Loans and (Y) all
prepayments of Revolving Loans and Swingline Loans) made during such period (other
than in respect of any revolving credit facility to the extent there is not an
equivalent permanent reduction in commitments thereunder), except to the extent
financed with the proceeds of other Funded Debt (excluding revolving loans) of the
Borrower or its Restricted Subsidiaries,




     (iv) an amount equal to the aggregate net non-cash gain on dispositions by the
Borrower and its Restricted Subsidiaries during such period (other than dispositions
in the ordinary course of business) to the extent included in arriving at such
Consolidated Net Income,




     (v) increases in Consolidated Working Capital,




     (vi) cash payments by the Borrower and its Restricted Subsidiaries during such
period in respect of long-term liabilities of the Borrower and its Restricted
Subsidiaries other than Indebtedness,




     (vii) without duplication of amounts deducted pursuant to clause (xi) below in
prior Fiscal Years, the amount of Investments and acquisitions made during such
period pursuant to Section 6.04 (other than (1) Section 6.04(a), (2) Section
6.04(c)(iii)(A) and (3) Section 6.04(m), in the case of clause (3), to the extent
such Investment or acquisition is made with Cumulative Excess Cash Flow) to the
extent that such Investments and acquisitions were financed with internally
generated cash flow of the Borrower and its Restricted Subsidiaries,




     (viii) the amount of dividends and other restricted payments paid during such
period pursuant to Section 6.08 (other than Section 6.08(a)(vii) and Section
6.08(b)(iv)) to the extent such restricted payments were financed with internally
generated cash flow of the Borrower and its Restricted Subsidiaries,




     (ix) the aggregate amount of expenditures actually made by the Borrower and its
Restricted Subsidiaries in cash during such period (including expenditures for the
payment of financing fees) to the extent that such expenditures are not expensed
during such period,




     (x) the aggregate amount of any premium, make-whole or penalty payments
actually paid in cash by the Borrower and its Restricted Subsidiaries during such
period that are required to be made in connection with any prepayment of
Indebtedness,




     (xi) without duplication of amounts deducted from Excess Cash Flow in prior
periods, at the election of the Borrower, the aggregate consideration required to be
paid in cash by the Borrower or any of its Restricted Subsidiaries pursuant to
binding contracts (the “Contract Consideration”) entered into prior to or
during such period relating to Permitted Acquisitions, other Investments or capital
expenditures (including Capitalized Software Expenditures or other purchases of
intellectual property) to be consummated or made during the period of four
consecutive fiscal quarters of the Borrower following the end of such period,
provided that to the extent the aggregate amount of internally generated



-23-









 







cash actually utilized to finance such Permitted Acquisitions, Investments or
capital expenditures during such period of four consecutive fiscal quarters is less than the
Contract Consideration, the amount of such shortfall shall be added to the
calculation of Excess Cash Flow at the end of such period of four consecutive fiscal
quarters, and




     (xii) the amount of cash taxes paid or withheld in such period to the extent
they exceed the amount of tax expense deducted in determining Consolidated Net
Income for such period.



          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended
from time to time.




          “Exchange Rate” means on any day, for purposes of determining the U.S. Dollar
Equivalent of any amount denominated in a currency other than U.S. Dollars, the rate at which such
currency may be exchanged into U.S. Dollars as set forth at approximately 11:00 a.m. on such day as
set forth on the Bloomberg Benchmark Currency Rates page for such currency. In the event that such
rate does not appear on any Bloomberg Benchmark Currency Rates page, the Exchange Rate shall be
determined by reference to such other publicly available service for displaying exchange rates as
may be agreed upon by the Administrative Agent and the Borrower, or, in the absence of such an
agreement, such Exchange Rate shall instead be the spot rate of exchange of the Administrative
Agent through its principal foreign exchange trading office, at or about 11:00 a.m., New York City
time on the date two Business Days prior to the date as of which the foreign exchange computation
is made; provided that if at the time of any such determination, for any reason, no such
spot rate is being quoted, the Administrative Agent may use any reasonable method it deems
appropriate to determine such rate, and such determination shall be conclusive absent manifest
error; and provided further that, notwithstanding any of the foregoing, the Issuing
Bank may use any such spot rate quoted on the date as of which the foreign exchange computation is
made in the case of any Letter of Credit denominated in euro.




          “Excluded Assets” means (a) any fee-owned real property with a fair market value of
less than $5,000,000 and all leasehold interests of a Loan Party (as tenant, lessee, ground lessee,
sublessor, subtenant or sublessee) in real property, (b) motor vehicles and other assets subject to
certificates of title or ownership, (c) Equity Interests in any Person (other than any Wholly Owned
Restricted Subsidiaries) to the extent the pledge thereof to the Administrative Agent is not
permitted by the terms of such Person’s organizational or joint venture documents, (d) Equity
Interests constituting an amount greater than 65% of the Equity Interests of any Foreign
Subsidiary, (e) Equity Interests or other assets that are held directly by a Foreign Subsidiary or
FSHCO, (f) any lease, license or other agreement with any Person if, to the extent and for so long
as the grant of a Lien thereon to secure the Secured Obligations constitutes a breach of or a
default under, or creates a right of termination in favor of any party (other than any Loan Party)
to, such lease, license or other agreement (but only to the extent any of the foregoing is not
rendered ineffective by, or is otherwise unenforceable under, the Uniform Commercial Code or any
Requirements of Law), (g) any asset subject to a Lien of the type permitted by Section 6.02(iv)
(whether or not incurred pursuant to such Section) or a Lien permitted by Section 6.02(xi), in each
case if, to the extent and for so long as the grant of a Lien thereon to secure the Secured
Obligations constitutes a breach of or a default under, or creates a right of termination in favor
of any party (other than any Loan Party) to, any agreement pursuant to which such Lien has been
created (but only to the extent any of the foregoing is not rendered ineffective by, or is
otherwise unenforceable under, the Uniform Commercial Code or any Requirements of Law), (h) any
intent-to-use trademark and service mark applications filed in the United States Patent and
Trademark Office, (i) those assets over which the granting of security interests in such assets
could result in material adverse tax consequences to Holdings, any Intermediate Parent, the
Borrower or any of its Subsidiaries as reasonably determined by Holdings, any Intermediate Parent,
the Borrower or any of its






-24-









 







Subsidiaries with the written consent of the Administrative Agent (such consent not to be
unreasonably withheld), (j) any asset if, to the extent and for so long as the grant of a Lien
thereon to secure the Secured Obligations is prohibited by any Requirements of Law (other than to
the extent that any such prohibition would be rendered ineffective pursuant to the Uniform
Commercial Code or any other applicable Requirements of Law), (k) Foreign Intellectual Property,
(l) Letter of Credit Rights and Commercial Tort Claims (each as defined in the Uniform Commercial
Code) individually with a value of less than $2,000,000; provided that the aggregate value of all
Letter of Credit Rights or Commercial Tort Claims excluded pursuant to this clause (l) shall not
exceed $7,500,000, (m) Equity Interests of the Effective Date Unrestricted Subsidiaries, (n)
property purchased by any Loan Party intended for resale to customers in the ordinary course of
business to the extent and for so long as the grant of a Lien thereon to secure the Secured
Obligations would be prohibited by any contract relating to such property or the resale thereof
(but only to the extent any of the foregoing is not rendered ineffective by, or is otherwise
unenforceable under, the Uniform Commercial Code or any Requirements of Law, (o) those assets
listed on Schedule 1.03(a) and (p) those assets as to which the Borrower and the Administrative
Agent shall reasonably determine in writing that the costs of obtaining or perfecting such a
security interest are excessive in relation to the value of the security interest to be afforded
thereby.




          “Excluded Contributions” means the Net Proceeds or fair market value (as reasonably
determined by a Financial Officer) of other property or assets received by the Borrower after the
Effective Date at any time when no Default or Event of Default shall have occurred and be
continuing or would result from:





     (1) contributions to its common equity capital; and




     (2) the sale (other than to a Subsidiary of the Borrower) of Qualified Equity Interests
of the Borrower,


in each case designated as “Excluded Contributions” pursuant to an Officer’s Certificate of the
Borrower (which shall be designated no later than the date on which such Excluded Contribution has
been received by the Borrower). For the avoidance of doubt, Excluded Contributions shall not
include any Cure Amounts and shall not be included in the calculation of the Available Amount.




          “Excluded Government Contract” means in the case of any Government Contract
(i) such Government Contract has a duration of less than one year, (ii) such Government
Contract forbids assignment pursuant to the Assignment of Claims Act of 1940, as amended,
31 U.S.C. § 3727(c), 41 U.S.C. §15 (the “Assignment of Claims Act”) or any other
Requirement of Law, (iii) an assignment under such Government Contract would constitute a
breach of or a default under or create a right of termination in favor of any party (other
than any Loan Party) to such Government Contract or (iv) the Borrower or any Loan Party is
not authorized to disclose the existence of such Government Contract to the Secured
Parties.




          “Excluded Subsidiary” means (a) any Subsidiary that is not a Wholly Owned Restricted
Subsidiary of Holdings that is a Domestic Subsidiary, (b) any Immaterial Subsidiary, (c) each
Subsidiary listed on Schedule 1.03(b), (d) any Subsidiary that is prohibited by any Requirement of
Law or contractual obligation from guaranteeing the Secured Obligations or any Subsidiary that
would require consent, approval, license or authorization of any Governmental Authority in order to
guarantee the Secured Obligations unless such consent, approval, license or authorization has been
received, (e) any FSHCO, (f) any Unrestricted Subsidiary, (g) any Subsidiary of a Foreign
Subsidiary and (h) any other Subsidiary excused






-25-









 







from becoming a Loan Party pursuant to the last paragraph of the definition of the term
“Collateral and Guarantee Requirement.”




          “Excluded Taxes” means, with respect to the Administrative Agent, any Lender, any
Issuing Bank or any other recipient of any payment to be made by or on account of any obligation of
any Loan Party hereunder or under any other Loan Document, (a) Taxes imposed on or measured by its
net income (however denominated) and franchise Taxes (including gross receipts Taxes) imposed on it
(in lieu of net income taxes), including, for the avoidance of doubt, any backup withholding with
respect to any of the foregoing, as a result of (i) such recipient being organized under the laws
of, or having its principal office or, in the case of any Lender, its applicable lending office in,
the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) any other present
or former connection between such recipient and the jurisdiction imposing such Tax (or any
political subdivision thereof), other than a connection arising solely from such recipient having
executed, delivered, or become a party to, performed its obligations or received payments under,
received or perfected a security interest under, sold or assigned an interest in, engaged in any
other transaction pursuant to, or enforced, any Loan Documents, (b) any branch profits Tax or any
similar Tax imposed by any jurisdiction described in clause (a) above, (c) any Tax that is
attributable to a recipient’s failure to comply with Section 2.17(e) or 2.19(a), (d) any U.S.
federal withholding Tax imposed due to a Requirement of Law in effect at the time a Lender becomes
a party hereto (or designates a new lending office) or, to the extent a recipient receives a
payment in respect of another Person that is the beneficial owner of the applicable Loan, at the
time the applicable beneficial owner became such a beneficial owner, if later, except to the extent
that such Lender (or its assignor, if any) was entitled, at the time of designation of a new
lending office (or assignment), to receive additional amounts with respect to such withholding Tax
under Section 2.17(a) and (e) any U.S. federal withholding Tax imposed pursuant to FATCA.




          “Extended Revolving Commitment” has the meaning assigned to such term in Section
2.22(a).




          “Extending Revolving Lender” has the meaning assigned to such term in Section 2.22(a).




          “Extending Term Lender” has the meaning assigned to such term in Section 2.22(a).




          “Extended Term Loans” has the meaning assigned to such term in Section 2.22(a).




          “Extension” has the meaning assigned to such term in Section 2.22(a).




          “Extension Offer” has the meaning assigned to such term in Section 2.22(a).




          “FATCA” means current Sections 1471-1474 of the Code (and any amended or successor
version of such provisions that is substantively comparable) and any regulations issued thereunder
or published administrative guidance issued pursuant thereto).




          “Federal Funds Effective Rate” means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.







-26-









 








          “Financial Covenant Default” has the meaning given to such term in Section 7.01(d).




          “Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or controller of Holdings.




          “Financing Transactions” means (a) the execution, delivery and performance by each
Loan Party of the Loan Documents to which it is to be a party, the borrowing of Loans, the use of
the proceeds thereof and the issuance of Letters of Credit hereunder, (b) the issuance by the
Borrower of the Senior Notes on the Effective Date, the execution and delivery of, and the
performance by the Borrower of its obligations under, the Senior Notes Indenture and (c) the Equity
Financing.




          “Fiscal Year” means the four fiscal quarter period of Holdings and the Borrower ending
June 30; provided that the Fiscal Year-end may be changed by the Borrower from June 30 to
December 31 so long as a prepayment shall be made in respect of any initial shorter “stub period”
pursuant to Section 2.11(d) so as to ensure that prepayments thereunder are made no less frequently
and no later than would have been required but for the change in the Fiscal Year-end.




          “Flood Documentation” means, with respect to each Mortgaged Property, (i) a completed
“life-of-loan” Federal Emergency Management Agency standard flood hazard determination (together
with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by
the Borrower and the applicable Loan Party relating thereto) and (ii) a copy of, or a certificate
as to coverage under, and a declaration page relating to, the insurance policies required by
Section 5.07(b) hereof and the applicable provisions of the Security Documents, each of which shall
(A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or
mortgagee endorsement (as applicable), (B) name the Administrative Agent, on behalf of the Secured
Parties, as additional insured and (C) identify the address of each property located in a Special
Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and
deductible relating thereto and (iv) be otherwise in form and substance reasonably satisfactory to
the Administrative Agent and the Borrower.




          “Flood Insurance Laws” means, collectively, (i) the National Flood Insurance Act of
1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster
Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the
National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute
thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any
successor statute thereto.




          “Foreign Intellectual Property” means Intellectual Property created under the laws of
any jurisdiction other than the United States.




          “Foreign Subsidiary” means any Subsidiary that is organized under the laws of a
jurisdiction other than the United States of America, any State thereof or the District of
Columbia.




          “FSHCO” means and Domestic Subsidiary that has no material assets other than equity or
indebtedness of Foreign Subsidiaries.




          “Funded Debt” means all Indebtedness of the Borrower and its Restricted Subsidiaries
for borrowed money that matures more than one year from the date of its creation or matures within
one year from such date that is renewable or extendable, at the option of such Person, to a date
more than one year from such date or arises under a revolving credit or similar agreement that
obligates the lender or lenders






-27-









 







to extend credit during a period of more than one year from such date, including Indebtedness
in respect of the Loans.




          “GAAP” means generally accepted accounting principles in the United States of America,
as in effect from time to time but subject to Section 1.04. If at any time the SEC permits or
requires U.S.-domiciled companies subject to the reporting requirements of the Exchange Act to use
IFRS in lieu of GAAP for financial reporting purposes, the Borrower may elect by written notice to
the Administrative Agent to so use IFRS in lieu of GAAP and, upon any such notice, references
herein to GAAP shall thereafter be construed to mean (a) for periods beginning on and after
the date specified in such notice, IFRS as in effect from time to time and (b) for prior
periods, GAAP as defined in the first sentence of this definition, in each case subject to Section
1.04; provided that, if such change from GAAP to IFRS would affect the computation of any financial
ratio, basket, calculation or requirement set forth in any Loan Document in any material respect,
the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change from GAAP to IFRS and
until so amended, (i) such ratio or requirement shall continue to be computed in accordance with
GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent
and the Lenders financial statements and other documents required under this Agreement or as
reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change from GAAP to IFRS.




          “Government Contracts” means any contract any Loan Party has entered into that has not
been terminated as of the Effective Date with any United States Governmental Authority to the
extent that such contract involves the performance of services or delivery of goods by or on behalf
of such Loan Party to such United States Governmental Authority.




          “Governmental Approvals” means all authorizations, consents, approvals, permits,
licenses and exemptions of, registrations and filings with, and reports to, Governmental
Authorities.




          “Governmental Authority” means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank).




          “Guarantee” of or by any Person (the “guarantor”) means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic effect of
guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, and including any obligation of the guarantor, direct or indirect,
(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or services for the purpose of
assuring the owner of such Indebtedness of the payment thereof, (c) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the primary obligor so as
to enable the primary obligor to pay such Indebtedness or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness; provided that
the term Guarantee shall not include endorsements for collection or deposit in the ordinary course
of business or customary and reasonable indemnity obligations in effect on the Effective Date or
entered into in connection with any acquisition or Disposition of assets permitted under this
Agreement (other than such obligations with respect to Indebtedness). The amount of any Guarantee
shall be deemed to be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such






-28-









 







Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined in good faith by a Financial Officer. The term
“Guarantee” as a verb has a corresponding meaning.




          “Guarantee Agreement” means the Master Guarantee Agreement among the Loan Parties and
the Administrative Agent, substantially in the form of Exhibit B.




          “Hazardous Materials” means all radioactive, hazardous or toxic substances, wastes or
other pollutants, including petroleum or petroleum by-products or distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any Environmental Law.




          “Holdings” means (a) prior to any IPO, Initial Holdings and (b) upon and after an IPO,
(i) if the IPO Entity is Initial Holdings or any Person of which Initial Holdings is a Subsidiary,
Initial Holdings or (ii) if the IPO Entity is an Intermediate Parent, the IPO Entity.




          “Identified Participating Lenders” has the meaning assigned to such term in Section
2.11(a)(ii)(C).




          “Identified Qualifying Lenders” has the meaning specified in Section 2.11(a)(ii)(D).




          “IFRS” means the International Financial Reporting Standards and applicable accounting
requirements set by the International Accounting Standards Board or any successor thereto (or the
Financial Accounting Standards Board, the Accounting Principles Board of the American Institute of
Certified Public Accountants, or any successor to either such Board, or the SEC, as the case may
be), as in effect from time to time.




          “Immaterial Subsidiary” means any Subsidiary other than a Material Subsidiary.




          “Incremental Cap” has the meaning assigned to such term in Section 2.20(a)(i).




          “Incremental Revolving Commitments” has the meaning assigned to such term in Section
2.20(a)(i).




          “Incremental Revolving Facility” has the meaning assigned to such term in Section
2.20(a)(i).




          “Incremental Revolving Facility Amendment” has the meaning assigned to such term in
Section 2.20(b)(ii).




          “Incremental Revolving Facility Closing Date” has the meaning assigned to such term in
Section 2.20(b)(ii).




          “Incremental Revolving Loans” has the meaning assigned to such term in Section
2.20(a)(i).




          “Incremental Term Facility Amendment” has the meaning assigned to such term in Section
2.20(b)(iii).







-29-









 








          “Incremental Term Facility Closing Date” has the meaning assigned to such term in
Section 2.20(b)(ii).




          “Incremental Term Loans” has the meaning assigned to such term in Section 2.20(a)(ii).




          “Indebtedness” of any Person means, without duplication, (a) all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of
such Person under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase
price of property or services (excluding trade accounts payable in the ordinary course of business
and any earn-out obligation until such obligation becomes a liability on the balance sheet of such
Person in accordance with GAAP), (e) all Indebtedness of others secured by (or for which the holder
of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on
property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been
assumed, (f) all Guarantees by such Person of Indebtedness of others, (g) all Capitalized Lease
Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit, (i) all obligations, contingent or otherwise, of
such Person in respect of bankers’ acceptances, (j) all obligations of such Person in respect of
Disqualified Equity Interests and (k) with respect to any Person that is not a Loan Party all
obligations of such Persons in respect of preferred Equity Interests; provided that the
term “Indebtedness” shall not include (x) deferred or prepaid revenue and (y) purchase price
holdbacks in respect of a portion of the purchase price of an asset to satisfy warranty or other
unperformed obligations of the seller. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such Person’s ownership
interest in or other relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor. The amount of Indebtedness of any
Person for purposes of clause (e) above shall (unless such Indebtedness has been assumed by such
Person) be deemed to be equal to the lesser of (A) the aggregate unpaid amount of such Indebtedness
and (B) the fair market value of the property encumbered thereby as determined by such Person in
good faith.




          “Indemnified Taxes” means Taxes other than Excluded Taxes.




          “Indemnitee” has the meaning assigned to such term in Section 9.03(b).




          “Information” has the meaning assigned to such term in Section 9.12(a).




          “Information Memorandum” means the Confidential Information Memorandum dated June
2011, relating to the Loan Parties and the Transactions.




          “Initial Holdings” has the meaning given to such term in the preliminary statements
hereto.




          “Initial Revolving Maturity Date” has the meaning assigned to such term in the
definition of “Revolving Maturity Date”.




          “Initial Term Maturity Date” has the meaning assigned to such term in the definition
of “Term Maturity Date”.







-30-









 








          “Intellectual Property” has the meaning assigned to such term in the Collateral
Agreement.




          “Interest Election Request” means a request by the Borrower to convert or continue a
Revolving Borrowing or Term Borrowing in accordance with Section 2.07.




          “Interest Payment Date” means (a) with respect to any ABR Loan (including a Swingline
Loan), the last day of each March, June, September and December and (b) with respect to any
Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than
three months’ duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months’ duration after the first day of such Interest Period.




          “Interest Period” means, with respect to any Eurocurrency Borrowing, the period
commencing on the date such Borrowing is disbursed or converted to or continued as a Eurocurrency
Borrowing and ending on the date that is one, two, three or six months thereafter as selected by
the Borrower in its Borrowing Request (or, if agreed to by each Lender participating therein, one
week or nine or twelve months or such other period less than one month thereafter as the Borrower
may elect); provided that (a) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in which case such
Interest Period shall end on the next preceding Business Day, (b) any Interest Period that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month at the end of such Interest Period and (c) no Interest
Period shall extend beyond the maturity date for the applicable Class of Loans. For purposes
hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.




          “Intermediate Parent” means any Subsidiary of Holdings and of which the Borrower is a
subsidiary.




          “Investment” means, as to any Person, any direct or indirect acquisition or investment
by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests or
debt or other securities of another Person, (b) a loan, advance or capital contribution to,
Guarantee or assumption of Indebtedness of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, including any partnership or joint venture
interest in such other Person (excluding, in the case of the Borrower and its Subsidiaries,
intercompany loans, advances, or Indebtedness having a term not exceeding 364 days (inclusive of
any roll-over or extensions of terms) and made in the ordinary course of business) or (c) the
purchase or other acquisition (in one transaction or a series of transactions) of all or
substantially all of the property and assets or business of another Person or assets constituting a
business unit, line of business or division of such Person. The amount, as of any date of
determination, of (a) any Investment in the form of a loan or an advance shall be the principal
amount thereof outstanding on such date, minus any cash payments actually received by such
investor representing interest in respect of such Investment (to the extent any such payment to be
deducted does not exceed the remaining principal amount of such Investment), but without any
adjustment for write-downs or write-offs (including as a result of forgiveness of any portion
thereof) with respect to such loan or advance after the date thereof, (b) any Investment in the
form of a Guarantee shall be equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof, as determined in
good






-31-









 







faith by a Financial Officer, (c) any Investment in the form of a transfer of Equity Interests or
other non-cash property or services by the investor to the investee, including any such transfer in
the form of a capital contribution, shall be the fair market value (as determined in good faith by
a Financial Officer) of such Equity Interests or other property or services as of the time of the
transfer, minus any payments actually received by such investor representing a return of
capital of, or dividends or other distributions in respect of, such Investment (to the extent such
payments do not exceed, in the aggregate, the original amount of such Investment), but without any
other adjustment for increases or decreases in value of, or write-ups, write-downs or write-offs
with respect to, such Investment after the date of such Investment, and (d) any Investment (other
than any Investment referred to in clause (a), (b) or (c) above) by the specified Person in the
form of a purchase or other acquisition for value of any Equity Interests, evidences of
Indebtedness or other securities of any other Person shall be the original cost of such Investment,
plus (i) the cost of all additions thereto and minus (ii) the amount of any portion
of such Investment that has been repaid to the investor as a repayment of principal or a return of
capital, and of any payments or other amounts actually received by such investor representing
interest, dividends or other distributions in respect of such Investment (to the extent the amounts
referred to in clause (ii) do not, in the aggregate, exceed the original cost of such Investment
plus the costs of additions thereto), but without any other adjustment for increases or decreases
in value of, or write-ups, write-downs or write-offs with respect to, such Investment after the
date of such Investment. For purposes of Section 6.04, if an Investment involves the acquisition of
more than one Person, the amount of such Investment shall be allocated among the acquired Persons
in accordance with GAAP; provided that pending the final determination of the amounts to be
so allocated in accordance with GAAP, such allocation shall be as reasonably determined by a
Financial Officer.




          “Investor” means a holder of Equity Interests in Holdings (or any direct or indirect
parent thereof).




          “Investor Management Agreement” means that certain financial advisory agreement dated
as of July 20, 2011, by and among Sterling Holdco Inc., a Delaware corporation, SRA International,
Inc., a Delaware corporation, and Providence Equity Partners L.L.C, a Delaware limited liability
company, as in effect on the Effective Date, as amended, restated, supplemented or otherwise
modified from time to time to the extent such amendment, restatement, supplement or other
modification is not adverse to the Lenders in any material respect.




          “IPO” means the initial underwritten public offering (other than a public offering
pursuant to a registration statement on Form S-8) of common Equity Interests in the IPO Entity.




          “IPO Entity” means, at any time after an IPO, Initial Holdings, a parent entity of
Initial Holdings or an Intermediate Parent, as the case may be, the Equity Interests of which were
issued or otherwise sold pursuant to the IPO; provided that, immediately following the IPO,
the Borrower is a Wholly Owned Subsidiary of such IPO Entity and such IPO Entity owns, directly or
through its subsidiaries, substantially all the businesses and assets owned or conducted, directly
or indirectly, by the Borrower immediately prior to the IPO.




          “IRS” has the meaning assigned to such term in Section 9.04(c)(ii).




          “ISP” means, with respect to any Letter of Credit, the “International Standby
Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such
later version thereof as may be in effect at the time of issuance).







-32-









 








          “Issuing Bank” means (a) Citicorp North America, Inc. and (b) each Revolving Lender
that shall have become an Issuing Bank hereunder as provided in Section 2.05(k) (other than any
Person that shall have ceased to be an Issuing Bank as provided in Section 2.05(l)), each in its
capacity as an issuer of Letters of Credit hereunder. Each Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which
case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit
issued by such Affiliate.




          “Joint Bookrunners” means Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Goldman Sachs Lending Partners LLC.




          “Junior Financing” means any Permitted Unsecured Refinancing Debt that is subordinated
in right of payment to the Loan Document Obligations, and any Permitted Refinancing in respect of
any of the foregoing.




          “Junior Priority Lien Intercreditor Agreement” means the Junior Priority Lien
Intercreditor Agreement substantially in the form of Exhibit H among the Administrative Agent and
one or more Senior Representatives for holders of Permitted Junior Priority Refinancing Debt, with
such modifications thereto as the Administrative Agent may reasonably agree.




          “Latest Maturity Date” means, at any date of determination, the latest maturity or
expiration date applicable to any Loan or Commitment (or applicable Class of Loan or Commitment)
hereunder at such time, including the latest maturity or expiration date of any Incremental Term
Loan, any Other Term Loan, any Extended Term Loan, any Other Term Commitment, any Incremental
Revolving Commitment, any Other Revolving Loan, any Extended Revolving Loan, any Other Revolving
Commitment or any Extended Revolving Commitment, in each case as extended in accordance with this
Agreement from time to time.




          “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of
Credit.




          “LC Exposure” means, at any time, the sum of (a) the US Dollar Equivalent of the
aggregate amount of all Letters of Credit that remains available for drawing at such time (other
than Letters of Credit that have been cash collateralized pursuant to arrangements reasonably
acceptable to the Issuing Bank) and (b) the US Dollar Equivalent of the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The
LC Exposure of any Revolving Lender at any time shall be its Applicable Percentage of the total LC
Exposure at such time. For all purposes of this Agreement, if on any date of determination a Letter
of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the
operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall
be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise
specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated
amount of such Letter of Credit in effect at such time; provided that with respect to any
Letter of Credit that, by its terms or the terms of any document related thereto, provides for one
or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall
be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such
increases, whether or not such maximum stated amount is in effect at such time.




          “Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall
have become a party hereto pursuant to an Assignment and Assumption, an Incremental Revolving
Facility Amendment, an Incremental Term Facility Amendment or a Refinancing Amendment, in each
case,






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other than any such Person that ceases to be a party hereto pursuant to an Assignment and
Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline
Lender.




          “Letter of Credit” means any letter of credit or bank guarantee issued pursuant to
this Agreement other than any such letter of credit or bank guarantee that shall have ceased to be
a “Letter of Credit” outstanding hereunder pursuant to Section 9.05.




          “Letter of Credit Sublimit” means an amount equal to the US Dollar Equivalent of
$40,000,000. The Letter of Credit Sublimit is part of and not in addition to the aggregate
Revolving Commitments.




          “LIBO Rate” means,





     (a) for any Interest Period with respect to a Eurocurrency Borrowing, the rate per
annum equal to (i) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or such other commercially available source providing quotations of
BBA LIBOR as may be designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two London Banking Days prior to the commencement of
such Interest Period, for Dollar deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period or (ii) if such published rate is not
available at such time for any reason, then the “LIBO Rate” for such Interest Period shall
be the rate per annum determined by the Administrative Agent to be the rate at which
deposits in Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurocurrency Borrowing being made, continued or converted
by Citi and with a term equivalent to such Interest Period would be offered by Citi’s London
Branch to major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two London Banking Days prior to the commencement of
such Interest Period; and




     (b) for any interest calculation with respect to a ABR Loan on any date, the rate per
annum equal to (i) BBA LIBOR, at approximately 11:00 a.m., London time determined two London
Banking Days prior to such date for dollar deposits being delivered in the London interbank
market for a term of one month commencing that day or (ii) if such published rate is not
available at such time for any reason, the rate per annum determined by the Administrative
Agent to be the rate at which deposits in dollars for delivery on the date of determination
in same day funds in the approximate amount of the ABR Loan being made or maintained and
with a term equal to one month would be offered by Citi’s London Branch to major banks in
the London interbank eurodollar market at their request at the date and time of
determination.



          Notwithstanding the foregoing, the LIBO Rate with respect to any applicable Interest Period
will be deemed to be 1.25% per annum with respect to the Term Loans if the LIBO Rate for such
Interest Period determined pursuant to this definition would otherwise be less than 1.25% per
annum.




          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset.







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          “Loan Document Obligations” has the meaning assigned to such term in the Collateral
Agreement.




          “Loan Documents” means this Agreement, any Refinancing Amendment, the Guarantee
Agreement, the Collateral Agreement, the other Security Documents, the Senior Priority Lien
Intercreditor Agreement, the Junior Priority Lien Intercreditor Agreement, any Other Intercreditor
Agreement and, except for purposes of Section 9.02, any promissory notes delivered pursuant to
Section 2.09(e).




          “Loan Parties” means Holdings, any Intermediate Parent, the Borrower and the
Subsidiary Loan Parties.




          “Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement.




          “London Banking Day” means any day on which dealings in Dollar deposits are conducted
by and between banks in the London interbank eurodollar market.




          “Management Investors” means the directors, officers and employees of Holdings, the
Borrower and/or its Subsidiaries who are (directly or indirectly through one or more investment
vehicles) investors in Holdings (or any direct or indirect parent thereof).




          “Material Adverse Effect” means any event, circumstance or condition that has had, or
would reasonably be expected to have, a materially adverse effect on (a) the business, financial
condition, or results of operations of Holdings, any Intermediate Parent, the Borrower and its
Subsidiaries, taken as a whole, (b) the ability of the Borrower and the other Loan Parties, taken
as a whole, to perform their payment obligations under the Loan Documents or (c) the rights and
remedies of the Administrative Agent and the Lenders under the Loan Documents.




          “Material Indebtedness” means Indebtedness (other than the Loan Document Obligations),
or obligations in respect of one or more Swap Agreements, of any one or more of Holdings, any
Intermediate Parent, the Borrower and the Restricted Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness, the “principal amount” of
the obligations in respect of any Swap Agreement at any time shall be the maximum aggregate amount
(giving effect to any netting agreements) that Holdings, any Intermediate Parent, the Borrower or
such Restricted Subsidiary would be required to pay if such Swap Agreement were terminated at such
time.




          “Material Subsidiary” means each Wholly Owned Restricted Subsidiary that, as of the
last day of the fiscal quarter of the Borrower most recently ended, had revenues or total assets
for such quarter in excess of 2.5% of the consolidated revenues or total assets, as applicable, of
the Borrower for such quarter; provided that if Wholly Owned Restricted Subsidiaries that
each would not have been a Material Subsidiary individually, taken together, as of the last day of
the fiscal quarter of the Borrower most recently ended, had revenues or total assets for such
quarter in excess of 5% of the consolidated revenues or total assets, as applicable, of the
Borrower for such quarter, the Borrower shall designate one or more such Subsidiaries as a Material
Subsidiary to the extent necessary to eliminate such excess, and upon such designation such
designated Subsidiaries shall be deemed to be Material Subsidiaries.




          “Maximum Rate” has the meaning assigned to such term in Section 9.17.







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          “Moody’s” means Moody’s Investors Service, Inc. and any successor to its rating agency
business.




          “Mortgage” means a mortgage, deed of trust or other security document granting a Lien
on any Mortgaged Property to secure the Secured Obligations. Each Mortgage shall be in form and
substance reasonably satisfactory to the Administrative Agent and the Borrower.




          “Mortgaged Property” means each parcel of real property and the improvements thereto
owned by a Loan Party with a fair market value in excess of $5,000,000 unless such parcel is an
Excluded Asset or with respect to which a Mortgage is granted.




          “Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.




          “Net Proceeds” means, with respect to any event, (a) the proceeds received in respect
of such event in cash or Permitted Investments, including (i) any cash or Permitted Investments
received in respect of any non-cash proceeds (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment or earn-out, but excluding any interest payments), but only as and when received, (ii)
in the case of a casualty, insurance proceeds, and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, minus (b) the sum of (i) all fees and
out-of-pocket expenses paid by Holdings, any Intermediate Parent, the Borrower and its Restricted
Subsidiaries in connection with such event (including attorney’s fees, investment banking fees,
survey costs, title insurance premiums, and related search and recording charges, transfer taxes,
deed or mortgage recording taxes, underwriting discounts and commissions, other customary expenses
and brokerage, consultant, accountant and other customary fees), (ii) in the case of a sale,
transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction
or a casualty or a condemnation or similar proceeding), (x) the amount of all payments that are
permitted hereunder and are made by Holdings, any Intermediate Parent, the Borrower and its
Restricted Subsidiaries as a result of such event to repay Indebtedness (other than the Loans)
secured by such asset or otherwise subject to mandatory prepayment as a result of such event and
(y) the pro rata portion of net cash proceeds thereof (calculated without regard to this clause
(y)) attributable to minority interests and not available for distribution to or for the account of
Holdings, any Intermediate Parent, the Borrower its Restricted Subsidiaries as a result thereof and
(iii) the amount of all taxes paid (or reasonably estimated to be payable), and the amount of any
reserves established by Holdings, any Intermediate Parent, the Borrower and its Restricted
Subsidiaries to fund contingent liabilities reasonably estimated to be payable, that are directly
attributable to such event, provided that any reduction at any time in the amount of any
such reserves (other than as a result of payments made in respect thereof) shall be deemed to
constitute the receipt by the Borrower at such time of Net Proceeds in the amount of such
reduction.




          “Net Senior Secured Leverage Ratio” means, as of any date of determination, the ratio
of (a) Consolidated Net Secured Indebtedness as of such date to (b) Consolidated EBITDA for the
most recently completed Test Period.




          “Net Total Leverage Ratio” means, as of any date of determination, the ratio of (a)
Consolidated Net Debt as of such date to (b) Consolidated EBITDA for the most recently ended Test
Period.




          “Non-Cash Charges” means (a) any impairment charge or asset write-off or write-down
related to intangible assets (including goodwill), long-lived assets, and Investments in debt and
equity







-36-









 







securities pursuant to GAAP, (b) all losses from Investments recorded using the equity method, (c) all
Non-Cash Compensation Expenses, (d) the non-cash impact of acquisition method accounting, and
(e) other non-cash charges (provided, in each case, that if any non-cash charges represent an
accrual or reserve for potential cash items in any future period, (1) the Borrower may determine
not to add-back such non-cash charge in the current period and (2) to the extent the Borrower does
decide to add-back such non-cash charge, the cash payment in respect thereof in such future period
shall be subtracted from Consolidated EBITDA to such extent, and excluding amortization of a
prepaid cash item that was paid in a prior period).




          “Non-Cash Compensation Expense” means any non-cash expenses and costs that result from
the issuance of stock-based awards, partnership interest-based awards and similar incentive based
compensation awards or arrangements.




          “Non-Consenting Lender” has the meaning assigned to such term in Section 9.02(c).




          “Non-Loan Party Investment Amount” means the greater of (x) $75,000,000 and (y) 37.5%
of Consolidated EBITDA for the most recently ended Test Period.




          “Non-Wholly Owned Subsidiary” of any Person means any Subsidiary of such Person other
than a Wholly Owned Subsidiary.




          “Not Otherwise Applied” means, with reference to any amount of Net Proceeds of any
transaction or event or of Excess Cash Flow, that such amount (a) was not required to be applied to
prepay the Loans pursuant to Section 2.11(c) or (d), and (b) such amount was not previously applied
pursuant to Sections 6.01(xviii), 6.04(m), 6.04(r), 6.08(a)(vii),6.08(a)(x), 6.08(b)(iii) and
6.08(b)(iv), as applicable.




          “Notices of Assignment” means notices of assignment executed by any Loan Party
pursuant to the Assignment of Claims Act and Federal Acquisition Regulation Subpart 32.8 with
respect to any Subject Government Contract to which such Loan Party is a party, each of which shall
be in form and substance reasonably satisfactory to the Administrative Agent; provided, that the
applicable contracting government officer (or the equivalent responsible person, as applicable)
shall not be required to execute any Notice of Assignment or related assignment until such Notice
of Assignment or assignment is required to be filed with the applicable Governmental Authority.




          “Offered Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(D).




          “Offered Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(D).




          “OID” has the meaning assigned to such term in Section 2.20(a)(i).




          “Organizational Documents” means, with respect to any Person, the charter, articles or
certificate of organization or incorporation and bylaws or other organizational or governing
documents of such Person.




          “Other Intercreditor Agreement” means an Intercreditor Agreement in form and substance
reasonably satisfactory to the Borrower and the Administrative Agent.




          “Other Revolving Commitments” means one or more Classes of Revolving Commitments
hereunder that result from a Refinancing Amendment.







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          “Other Revolving Loans” means the Revolving Loans made pursuant to any Other Revolving
Commitment.




          “Other Taxes” means any and all present or future recording, stamp, documentary,
excise or similar Taxes, charges or levies arising from any payment made under any Loan Document or
from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.




          “Other Term Commitments” means one or more Classes of term loan commitments hereunder
that result from a Refinancing Amendment.




          “Other Term Loans” means one or more Classes of Term Loans that result from a
Refinancing Amendment.




          “Participant” has the meaning assigned to such term in Section 9.04(c)(i).




          “Participant Register” has the meaning assigned to such term in Section 9.04(c)(ii).




          “Participating Lender” has the meaning assigned to such term in Section
2.11(a)(ii)(C).




          “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.




          “Perfection Certificate” means a certificate substantially in the form of Exhibit C.




          “Permitted Acquisition” means the purchase or other acquisition, by merger or
otherwise, by the Borrower or any Restricted Subsidiary of Equity Interests in, or all or
substantially all the assets of (or all or substantially all the assets constituting a business
unit, division, product line or line of business of), any Person; provided that (a) in the
case of any purchase or other acquisition of Equity Interests in a Person, such Person, upon the
consummation of such acquisition, will be a Restricted Subsidiary (including as a result of a
merger or consolidation between any Restricted Subsidiary and such Person), (b) the business of
such Person, or such assets, as the case may be, constitute a business permitted by Section
6.03(b), (c) with respect to each such purchase or other acquisition, all actions required to be
taken with respect to such newly created or acquired Restricted Subsidiary (including each
subsidiary thereof) or assets in order to satisfy the requirements set forth in clauses (a), (b),
(c) and (d) of the definition of the term “Collateral and Guarantee Requirement” to the extent
applicable shall have been taken (or arrangements for the taking of such actions reasonably
satisfactory to the Administrative Agent shall have been made), (d) after giving effect to any such
purchase or other acquisition, (A) no Event of Default shall have occurred and be continuing and
(B) at the time of such acquisition and after giving effect thereto on a Pro Forma Basis, the Net
Senior Secured Leverage Ratio is less than or equal to the ratio set forth in Section 6.12 (whether
or not such covenant is then in effect) for the most recently ended Test Period and (e) the
Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer
certifying that all the requirements set forth in this definition have been satisfied with respect
to such purchase or other acquisition, together with reasonably detailed calculations demonstrating
satisfaction of the requirement set forth in clause (d) above.




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          “Permitted Encumbrances” means:





     (a) Liens for Taxes that are not overdue for a period of more than 30 days or that are
being contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP and where the failure to make payment could not reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect;




     (b) Liens imposed by law, such as carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or construction contractors’ Liens and other similar Liens arising in the
ordinary course of business that secure amounts not overdue for a period of more than 30
days or, if more than 30 days overdue, are unfiled and no other action has been taken to
enforce such Lien or that are being contested in good faith and by appropriate proceedings
diligently conducted, if adequate reserves with respect thereto are maintained on the books
of the applicable Person in accordance with GAAP, in each case so long as such Liens do not
individually or in the aggregate have a Material Adverse Effect;




     (c) Liens incurred or deposits made in the ordinary course of business (i) in
connection with workers’ compensation, unemployment insurance and other social security
legislation and (ii) securing liability for reimbursement or indemnification obligations of
(including obligations in respect of letters of credit or bank guarantees for the benefit
of) insurance carriers providing property, casualty or liability insurance to Holdings, any
Intermediate Parent, the Borrower or any Restricted Subsidiary;




     (d) Liens incurred or deposits made to secure the performance of bids, trade contracts,
governmental contracts and leases, statutory obligations, surety, stay, customs and appeal
bonds, letters of credit, performance bonds and other obligations of a like nature
(including those to secure health, safety and environmental obligations) incurred in the
ordinary course of business;




     (e) easements, rights-of-way, restrictions, encroachments, protrusions and other
similar encumbrances and minor title defects affecting real property that do not,
individually or in the aggregate, have a Material Adverse Effect;




     (f) Liens securing, or otherwise arising from, judgments not constituting an Event of
Default under Section 7.01(j);




     (g) Liens on goods the purchase price of which is financed by a documentary letter of
credit issued for the account of the Borrower or any of its Subsidiaries; provided
that such Lien secures only the obligations of the Borrower or such Subsidiaries in respect
of such letter of credit to the extent such obligations are permitted by Section 6.01; and




     (h) Liens arising from precautionary Uniform Commercial Code financing statements or
similar filings made in respect of operating leases entered into by the Borrower or any of
its Subsidiaries;


provided that the term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness other than Liens referred to in clause (c) above securing obligations under letters of
credit or bank guarantees and in clause (g) above.




-39-









 








          “Permitted Holders” means (a) the Sponsor and any “group” (as such term is used in
Section 13(d) or Section 14(d) of the Exchange Act as in effect of the date hereof) of which the
Sponsor is a member, and any other Person that is a member of such “group” (provided that
in the case of such
“group” and without giving effect to the existence of such “group” or any other “group,” the
Sponsor shall own, beneficially (within the meaning of Rules 13d-3 and 13d-5 of the Exchange Act as
in effect on the date hereof), Voting Stock of the Relevant Parent Entity representing more than
50% of the aggregate ordinary voting power of the issued and outstanding Voting Stock of such
Relevant Parent Entity held by such “group”), (b) the Management Investors, (c) Dr. Ernst Volgenau,
(d) immediate family members (including spouses and direct and indirect descendants) of Dr. Ernst
Volgenau, (e) any trusts created for the benefit of any Person described in clause (c) or (d), and
such Person’s estate, executor, administrator, committee or other personal representative or
beneficiaries.




          “Permitted Holdings Debt” has the meaning specified in Section 6.01(a)(xviii).




          “Permitted Investments” means any of the following, to the extent owned by Holdings,
any Intermediate Parent, the Borrower or any Restricted Subsidiary:





     (a) dollars or such other currencies held by it from time to time in the ordinary
course of business;




     (b) readily marketable obligations issued or directly and fully guaranteed or insured
by the government or any agency or instrumentality of (i) the United States or (ii) any
member nation of the European Union (other than Greece), having average maturities of not
more than 12 months from the date of acquisition thereof; provided that the full
faith and credit of the United States or a member nation of the European Union is pledged in
support thereof;




     (c) time deposits with, or insured certificates of deposit or bankers’ acceptances of,
any commercial bank that (i) is a Lender or (ii) has combined capital and surplus of at
least $250,000,000 (any such bank in the foregoing clauses (i) or (ii) being an
“Approved Bank”), in each case with average maturities of not more than 12 months
from the date of acquisition thereof;




     (d) commercial paper and variable or fixed rate notes issued by an Approved Bank (or by
the parent company thereof) or any variable or fixed rate note issued by, or guaranteed by,
a corporation rated A-2 (or the equivalent thereof) or better by S&P or P-2 (or the
equivalent thereof) or better by Moody’s, in each case with average maturities of not more
than 12 months from the date of acquisition thereof;




     (e) repurchase agreements entered into by any Person with an Approved Bank, a bank or
trust company (including any of the Lenders) or recognized securities dealer, in each case,
having capital and surplus in excess of $250,000,000 for direct obligations issued by or
fully guaranteed or insured by the government or any agency or instrumentality of (i) the
United States or (ii) any member nation of the European Union (other than Greece), in which
such Person shall have a perfected first priority security interest (subject to no other
Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of
the amount of the repurchase obligations;




     (f) marketable short-term money market and similar highly liquid funds either (i)
having assets in excess of $250,000,000 or (ii) having a rating of at least A-2 or P-2 from




-40-









 







either S&P or Moody’s (or, if at any time neither S&P nor Moody’s shall be rating such
obligations, an equivalent rating from another nationally recognized rating service);




     (g) securities with average maturities of 12 months or less from the date of
acquisition issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state, commonwealth or
territory having an investment grade rating from either S&P or Moody’s (or the equivalent
thereof);




     (h) investments with average maturities of 12 months or less from the date of
acquisition in mutual funds rated AAA- (or the equivalent thereof) or better by S&P or Aaa3
(or the equivalent thereof) or better by Moody’s;




     (i) instruments equivalent to those referred to in clauses (a) through (h) above
denominated in euros or any other foreign currency comparable in credit quality and tenor to
those referred to above and customarily used by corporations for cash management purposes in
any jurisdiction outside the United States; and




     (j) investments, classified in accordance with GAAP as current assets of Holdings, any
Intermediate Parent, the Borrower or any Subsidiary, in money market investment programs
that are registered under the Investment Company Act of 1940 or that are administered by
financial institutions having capital of at least $250,000,000, and, in either case, the
portfolios of which are limited such that substantially all of such investments are of the
character, quality and maturity described in clauses (a) through (i) of this definition.



          “Permitted Junior Priority Refinancing Debt” means secured Indebtedness incurred by
the Borrower in the form of one or more series of junior lien secured notes or junior lien secured
loans; provided that (i) such Indebtedness is secured by the Collateral on a junior basis
to the Secured Obligations and the obligations in respect of any Permitted Senior Priority
Refinancing Debt and is not secured by any property or assets of Holdings, any Intermediate Parent,
the Borrower or any Restricted Subsidiary other than the Collateral, (ii) the security agreements
relating to such Indebtedness are substantially the same as the Security Documents (as determined
in good faith by the Borrower) (with such differences as are reasonably satisfactory to the
Administrative Agent), (iii) such Indebtedness complies with both provisos in the definition of
Credit Agreement Refinancing Indebtedness in respect of Term Loans (including portions of Classes
of Term Loans, Incremental Term Loans, Other Term Loans or Extended Term Loans) or outstanding
Revolving Loans or Revolving Commitments (including Incremental Revolving Loans, Incremental
Revolving Commitments, Other Revolving Loans, Other Revolving Commitments, Extended Revolving Loans
and Extended Revolving Commitments), (iv) such Indebtedness is not guaranteed by any Subsidiaries
other than the Subsidiary Loan Parties and (v) a Senior Representative acting on behalf of the
holders of such Indebtedness shall have become party to the Junior Priority Lien Intercreditor
Agreement or Other Intercreditor Agreement; provided that if such Indebtedness is the
initial Permitted Junior Priority Refinancing Debt incurred by the Borrower, then the Borrower, the
Subsidiary Loan Parties, the Administrative Agent and the Senior Representatives for such
Indebtedness shall have executed and delivered the Junior Priority Lien Intercreditor Agreement or
Other Intercreditor Agreement. Permitted Junior Priority Refinancing Debt will include any
Registered Equivalent Notes issued in exchange therefor.




          “Permitted Refinancing” means, with respect to any Person, any modification,
refinancing, refunding, renewal or extension of any Indebtedness of such Person; provided
that (a) the principal amount (or accreted value,



-41-









 






if applicable) thereof does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness so modified, refinanced,
refunded, renewed or extended except by an amount equal to unpaid accrued interest and premium
thereon plus original issue discount, other amounts paid, and fees and expenses incurred, in
connection with such modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder,
(b) other than with respect to a Permitted Refinancing in respect of Indebtedness permitted
pursuant to Section 6.01(a)(v), Indebtedness resulting from such modification, refinancing,
refunding, renewal or extension has a final maturity date equal to or later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of, the Indebtedness being modified, refinanced, refunded, renewed or extended,
(c) immediately after giving effect thereto, no Event of Default shall have occurred and be
continuing, (d) if the Indebtedness being modified, refinanced, refunded, renewed or extended is
subordinated in right of payment to the Loan Document Obligations, Indebtedness resulting from such
modification, refinancing, refunding, renewal or extension is subordinated in right of payment to
the Loan Document Obligations on terms at least as favorable to the Lenders as those contained in
the documentation governing the Indebtedness being modified, refinanced, refunded, renewed or
extended and (e) if the Indebtedness being modified, refinanced, refunded, renewed or extended is
permitted pursuant to Section 6.01(a)(ii), (a)(xx), (a)(xxi) or (a)(xxii), (i) such modification,
refinancing, refunding, renewal or extension does not contain any mandatory prepayments that do not
apply to the Term Loans and (ii) the terms and conditions (including, if applicable, as to
collateral) of such modification, refinancing, refunding, renewal or extension taken as a whole are
customary for similar Indebtedness in light of then-prevailing market conditions as reasonably
determined by the Borrower (except any such mandatory prepayment provisions and other terms and
conditions that are only applicable to periods after the Latest Maturity Date); provided
that a certificate of a Responsible Officer of Holdings is delivered to the Administrative Agent on
or prior to such modification, refinancing, refunding, renewal or extension, stating that the
Borrower has determined in good faith that such terms and conditions satisfy the foregoing
requirements and (ii) the primary obligor in respect of Indebtedness resulting from such
modification, refinancing, refunding, renewal or extension is the primary obligor in respect of the
Indebtedness being modified, refinanced, refunded, renewed or extended or is a Loan Party. For the
avoidance of doubt, it is understood that a Permitted Refinancing may constitute a portion of an
issuance of Indebtedness in excess of the amount of such Permitted Refinancing; provided
that such excess amount is otherwise permitted to be incurred under Section 6.01.




          “Permitted Senior Priority Refinancing Debt” means any secured Indebtedness incurred
by the Borrower in the form of one or more series of senior secured notes; provided that
(i) such Indebtedness is secured by the Collateral on a pari passu basis (but without regard to the
control of remedies) with the Loan Document Obligations and is not secured by any property or
assets of the Borrower or any Subsidiary other than the Collateral, (ii) the security agreements
relating to such Indebtedness are substantially the same as the Security Documents (as determined
in good faith by the Borrower) (with such differences as are reasonably satisfactory to the
Administrative Agent), (iii) such Indebtedness complies with both provisos in the definition of
Credit Agreement Refinancing Indebtedness in respect of Term Loans (including portions of Classes
of Term Loans, Incremental Term Loans, Other Term Loans and Extended Term Loans) or outstanding
Revolving Loans or Revolving Commitments (including Incremental Revolving Commitments, Incremental
Revolving Loans, Other Revolving Loans, Other Revolving Commitments, Extended Revolving Loans and
Extended Revolving Commitments), (iv) such Indebtedness is not guaranteed by any Subsidiaries other
than the Subsidiary Loan Parties and (v) a Senior Representative acting on behalf of the holders of
such Indebtedness shall have become party to the Senior Priority Lien Intercreditor Agreement or
Other Intercreditor Agreement; provided that if such Indebtedness is the initial Permitted
Senior Priority Refinancing Debt incurred by the Borrower, then the Borrower, the Subsidiary Loan
Parties, the Administrative Agent and the Senior Representative for such Indebtedness shall have
executed and delivered the Senior Priority Lien Intercreditor



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Agreement or Other Intercreditor
Agreement. Permitted Senior Priority Refinancing Debt will include any Registered Equivalent Notes
issued in exchange therefor.




          “Permitted Unsecured Refinancing Debt” means unsecured Indebtedness incurred by the
Borrower or any Subsidiary Loan Party in the form of one or more series of senior unsecured notes
or loans; provided that (i) such Indebtedness complies with both provisos in the definition
of Credit Agreement Refinancing Indebtedness in respect of Term Loans (including portions of
Classes of Term Loans, Incremental Term Loans, Other Term Loans or Extended Term Loans) or
outstanding Revolving Loans or Revolving Commitments (including Incremental Revolving Loans,
Incremental Revolving Commitments, Other Revolving Loans, Other Revolving Commitments, Extended
Revolving Loans and Extended Revolving Commitments), (ii) such Indebtedness is not guaranteed by
any Subsidiaries other than Loan Parties and (iii) such Indebtedness is not secured by any Lien on
any property or assets of Holdings, Intermediate Parent, the Borrower or any Restricted Subsidiary.
Permitted Unsecured Refinancing Debt will include any Registered Equivalent Notes issued in
exchange therefor.




          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.




          “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA,
and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated,
would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.




          “Platform” has the meaning assigned to such term in Section 5.01.




          “Post-Transaction Period” means, with respect to any Specified Transaction, the period
beginning on the date such Specified Transaction is consummated and ending on the last day of the
fourth full consecutive fiscal quarter immediately following the date on which such Specified
Transaction is consummated.




          “Prepayment Event” means:





     (a) any sale, transfer or other disposition (including (x) pursuant to a sale and
leaseback transaction, (y) by way of merger or consolidation and (z) any casualty or other
insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding) of any property or asset of the Borrower or any of its Restricted Subsidiaries
permitted by Section 6.05(a)(ii), (f), (j), (k) or (l) other than dispositions resulting in
aggregate Net Proceeds not exceeding (A) $5,000,000 in the case of any single transaction or
series of related transactions and (B) $10,000,000 for all such transactions during any
fiscal year of the Borrower; and




     (b) the incurrence by the Borrower or any of its Restricted Subsidiaries of any
Indebtedness, other than Indebtedness permitted under Section 6.01 (other than Permitted
Unsecured Refinancing Debt, Permitted Senior Priority Refinancing Debt, Permitted Junior
Priority Refinancing Debt and Other Term Loans which shall constitute a Prepayment Event to
the extent required by the definition of “Credit Agreement Refinancing Indebtedness”) or
permitted by the Required Lenders pursuant to Section 9.02.



          “Prime Rate” means the rate publicly announced from time to time by Citi as its “prime
rate.” The Prime Rate is based upon various factors including Citi’s costs and desired return,
general



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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 Citi shall take effect at the opening of business on the day specified in the public
announcement of such change.




          “Principal Issuing Bank” means, on any date, (a) the Issuing Bank, if there is only
one Issuing Bank and (b) otherwise, (i) the Issuing Bank with the greatest LC Exposure on such date
and (ii) each other Issuing Bank that has issued Letters of Credit that on such date have available
for drawing thereunder (together with the aggregate unreimbursed LC Disbursement, thereunder on
such date) greater than the US Dollar Equivalent of $10,000,000.




          “Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect”
means, with respect to compliance with any test or covenant or calculation hereunder, the
determination or calculation of such test, covenant or ratio (including in connection with
Specified Transactions) in accordance with Section 1.08.




          “Pro Forma Financial Statements” has the meaning assigned to such term in Section
3.04(c).




          “Proposed Change” has the meaning assigned to such term in Section 9.02(c).




          “Public Lender” has the meaning assigned to such term in Section 5.01.




          “Qualified Equity Interests” means with respect to the Equity Interests of any Person,
any Equity Interests other than Disqualified Equity Interests of such Person.




          “Qualifying Lender” has the meaning assigned to such term in Section 2.11(a)(ii)(D).




          “Refinanced Debt” has the meaning assigned to such term in the definition of “Credit
Agreement Refinancing Indebtedness.”




          “Refinancing” means the repayment of all the existing third party Indebtedness for
borrowed money of the Borrower and its Subsidiaries as of the Effective Date (other than
Indebtedness hereunder, existing Capitalized Leases, existing letters of credit and the
Indebtedness listed on Schedule 6.01).




          “Refinancing Amendment” means an amendment to this Agreement in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower executed by each of (a) the
Borrower and Holdings, (b) the Administrative Agent and (c) each Additional Lender and Lender that
agrees to provide any portion of the Credit Agreement Refinancing Indebtedness being incurred
pursuant thereto, in accordance with Section 2.21.




          “Register” has the meaning assigned to such term in Section 9.04(b)(iv).




          “Registered Equivalent Notes” means, with respect to any notes originally issued in a
Rule 144A or other private placement transaction under the Securities Act of 1933, substantially
identical notes (having the same Guarantees at the time of exchange) issued in a dollar-for-dollar
exchange therefor pursuant to an exchange offer registered with the SEC.




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          “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the partners, directors, officers, employees, trustees, agents, controlling persons,
advisors and other representatives of such Person and of each of such Person’s Affiliates and
permitted successors and assigns.




          “Release” means any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into or through the environment
(including ambient air, indoor air, surface water, groundwater, land surface or subsurface strata)
and including the environment within any building, or any structure, facility or fixture.




          “Released Subsidiary” has the meaning assigned to such term in Section 6.13(b).




          “Relevant Parent Entity” means (i) prior to an IPO, Holdings and (ii) after an IPO,
the IPO Entity.




          “Repricing Transaction” means the prepayment or refinancing of all or a portion of the
Term Loans incurred on the Effective Date with the incurrence by any Loan Party of any long-term
bank debt financing incurred for the primary purpose of repaying, refinancing, substituting or
replacing such Term Loans and having an effective interest cost or weighted average yield (as
determined by the Administrative Agent consistent with generally accepted financial practice and,
in any event, excluding any arrangement, commitment or other fees in connection therewith that are
not shared by all lenders) that is less than the interest rate for or weighted average yield (as
determined by the Administrative Agent on the same basis) of such Term Loans, including without
limitation, as may be effected through any amendment to this Agreement relating to the interest
rate for, or weighted average yield of, such Term Loans.




          “Required Lenders” means, at any time, Lenders having Revolving Exposures, Term Loans
and unused Commitments (other than Swingline Commitments) representing more than 50% of the
aggregate Revolving Exposures, outstanding Term Loans and unused Commitments (other than Swingline
Commitments) at such time; provided that to the extent set forth in Section 9.02, (a) the
Revolving Exposures, Term Loans and unused Commitments of the Borrower or any Affiliate thereof and
(b) whenever there are one or more Defaulting Lenders, the total outstanding Term Loans and
Revolving Exposures of, and the unused Revolving Commitments of, each Defaulting Lender shall in
each case be excluded for purposes of making a determination of Required Lenders.




          “Required Revolving Lenders” means, at any time, Lenders having Revolving Exposures
and unused Revolving Commitments representing more than 50% of the sum of the aggregate Revolving
Exposures and the unused aggregate Revolving Commitments at such time, provided that (a)
the Revolving Exposures and unused Revolving Commitments of the Borrower or any Affiliate thereof
and (b) whenever there are one or more Defaulting Lenders, the total outstanding Revolving
Exposures of, and the unused Revolving Commitments of, each Defaulting Lender shall in each case be
excluded for purposes of making a determination of the Required Revolving Lenders.




          “Requirements of Law” means, with respect to any Person, any statutes, laws, treaties,
rules, regulations, orders, decrees, writs, injunctions or determinations of any arbitrator or
court or other Governmental Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is subject.




          “Responsible Officer” means the chief executive officer, president, vice president,
chief financial officer, treasurer or assistant treasurer, or other similar officer, manager or a
director of a Loan



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Party and with respect to certain limited liability companies or partnerships
that do not have officers, any manager, sole member, managing member or general partner thereof,
and as to any document delivered on the Effective Date or thereafter pursuant to paragraph (a)(i)
of the definition of the term “Collateral and Guarantee Requirement,” any secretary or assistant
secretary of a Loan Party. Any document delivered hereunder that is signed by a Responsible Officer
of a Loan Party shall be conclusively presumed to
have been authorized by all necessary corporate, partnership and/or other action on the part
of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on
behalf of such Loan Party.




          “Restricted Payment” means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in Holdings, any Intermediate
Parent, the Borrower or any Restricted Subsidiary, or any payment (whether in cash, securities or
other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any Equity Interests in
Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary or any option, warrant
or other right to acquire any such Equity Interests in Holdings, any Intermediate Parent, the
Borrower or any Restricted Subsidiary.




          “Restricted Subsidiary” means any Subsidiary other than an Unrestricted Subsidiary.




          “Revolving Availability Period” means the period from and including the Effective Date
to but excluding the earlier of the Revolving Maturity Date and the date of termination of the
Revolving Commitments.




          “Revolving Commitment” means, with respect to each Lender, the commitment, if any, of
such Lender to make Revolving Loans and to acquire participations in Letters of Credit and
Swingline Loans hereunder, expressed as an amount representing the maximum possible aggregate
amount of such Lender’s Revolving Exposure hereunder, as such commitment may be (a) reduced from
time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to an Assignment and Assumption, and shall include the
Incremental Revolving Commitment, Other Revolving Commitment and Extended Revolving Commitment of
such Lender, as context may require. The initial amount of each Lender’s Revolving Commitment is
set forth on Schedule 2.01, or in the Assignment and Assumption or Refinancing Amendment pursuant
to which such Lender shall have assumed its Revolving Commitment, as the case may be. The initial
aggregate amount of the Lenders’ Revolving Commitments on the Effective Date is $100,000,000.




          “Revolving Commitment Increase” has the meaning assigned to such term in Section
2.20(a)(i).




          “Revolving Commitment Increase Lender” has the meaning assigned to such term in
Section 2.20(c)(i).




          “Revolving Exposure” means, with respect to any Revolving Lender at any time, the sum
of the US Dollar Equivalent of the outstanding principal amount of such Revolving Lender’s
Revolving Loans and its LC Exposure and Swingline Exposure at such time.




          “Revolving Lender” means a Lender with a Revolving Commitment or, if the Revolving
Commitments have terminated or expired, a Lender with Revolving Exposure.




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          “Revolving Loan” means a Loan made pursuant to clause (b) of Section 2.01, Incremental
Revolving Loans, Other Revolving Loans and Extended Revolving Loans, as context may require.




          “Revolving Maturity Date” means July 20, 2016 (the “Initial Revolving Maturity
Date”) (or, with respect to any Incremental Revolving Commitments, Other Revolving Commitment
and Extended Revolving Commitment (and the Incremental Revolving Loans, Other Revolving Loans and
Extended Revolving Loans made pursuant thereto), the maturity date set forth in the Incremental
Revolving Facility Amendment, Refinancing Amendment or Extension Offer with respect thereto, as
applicable).




          “Rolled Equity” means the Equity Interests in Holdings (or any direct or indirect
parent of Holdings) issued to the management and other existing equity holders of the Borrower
pursuant to the Equity Financing.




          “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill
Companies, Inc., and any successor to its rating agency business.




          “SEC” means the Securities and Exchange Commission or any Governmental Authority
succeeding to any of its principal functions.




          “Secured Cash Management Obligations” has the meaning assigned to such term in the
Collateral Agreement.




          “Secured Obligations” has the meaning assigned to such term in the Collateral
Agreement.




          “Secured Parties” has the meaning assigned to such term in the Collateral Agreement.




          “Secured Swap Obligations” has the meaning assigned to such term in the Collateral
Agreement.




          “Security Documents” means the Collateral Agreement, the Mortgages and each other
security agreement or pledge agreement executed and delivered pursuant to the Collateral and
Guarantee Requirement, Section 5.11 or 5.12 to secure any of the Secured Obligations.




          “Senior Notes” means the $400.0 million aggregate principal amount of senior notes due
2019 issued under the Senior Notes Indenture, and includes any Registered Equivalent Notes with
respect thereto.




          “Senior Notes Indenture” means the Indenture, dated as of July 20, 2011, among the
Borrower, the guarantors party thereto, and Wilmington Trust FSB, as trustee.




          “Senior Priority Lien Intercreditor Agreement” means the Senior Priority Lien
Intercreditor Agreement substantially in the form of Exhibit G among the Administrative Agent and
one or more Senior Representatives for holders of Permitted Senior Priority Refinancing Debt, with
such modifications thereto as the Administrative Agent may reasonably agree.




          “Senior Representative” means, with respect to any series of Permitted Senior Priority
Refinancing Debt or Permitted Junior Priority Refinancing Debt, the trustee, administrative agent,
collateral agent, security agent or similar agent under the indenture or agreement pursuant to
which such




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Indebtedness is issued, incurred or otherwise obtained, as the case may be, and each of
their successors in such capacities.




          “Significant Subsidiary” means any Subsidiary that would be a “significant subsidiary”
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act of
1933, as amended.




          “Solicited Discount Proration” has the meaning assigned to such term in Section
2.11(a)(ii)(D).




          “Solicited Discounted Prepayment Amount” has the meaning assigned to such term in
Section 2.11(a)(ii)(D).




          “Solicited Discounted Prepayment Notice” means an irrevocable written notice of a
Borrower Solicitation of Discounted Prepayment Offers made pursuant to Section 2.11(a)(ii)(D)
substantially in the form of Exhibit P.




          “Solicited Discounted Prepayment Offer” means the irrevocable written offer by each
Term Lender, substantially in the form of Exhibit Q, submitted following the Administrative Agent’s
receipt of a Solicited Discounted Prepayment Notice.




          “Solicited Discounted Prepayment Response Date” has the meaning assigned to such term
in Section 2.11(a)(ii)(D).




          “Solvent” and “Solvency” means, with respect to the Borrower and its
Subsidiaries on a consolidated basis on the Effective Date, that (i) the Fair Value and Present
Fair Salable Value of the assets of the Borrower and its Subsidiaries taken as a whole exceed their
Stated Liabilities and Identified Contingent Liabilities; (ii) the Borrower and its Subsidiaries
taken as a whole do not have Unreasonably Small Capital; and (iii) the Borrower and its
Subsidiaries taken as a whole will be able to pay their Stated Liabilities and Identified
Contingent Liabilities as they mature (all capitalized terms used in this definition other than
“Borrower” and “Subsidiary” shall have the meaning assigned to such terms in the form of solvency
certificate attached hereto as Exhibit K).




          “Specified Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(B).




          “Specified Discount Prepayment Amount” has the meaning assigned to such term in
Section 2.11(a)(ii)(B).




          “Specified Discount Prepayment Notice” means an irrevocable written notice of the
Borrower of Specified Discount Prepayment made pursuant to Section 2.11(a)(ii)(B) substantially in
the form of Exhibit L.




          “Specified Discount Prepayment Response” means the irrevocable written response by
each Term Lender, substantially in the form of Exhibit M, to a Specified Discount Prepayment
Notice.




          “Specified Discount Prepayment Response Date” has the meaning assigned to such term in
Section 2.11(a)(ii)(B).





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          “Specified Discount Proration” has the meaning assigned to such term in Section
2.11(a)(ii)(B).




          “Specified Representations” means the following: (a) the representations made by the
Borrower in the Acquisition Agreement that are material to the interests of the Lenders, but only
to the extent that Holdings has the right to terminate its obligations under the Acquisition
Agreement as a result of a breach of such representations in the Acquisition Agreement, and (b) the
representations set forth in (i) Section 3.01 (with respect to the organization of the Borrower and
its Subsidiaries and the corporate or
other power and authority of the Loan Parties to enter into the Loan Documents), Section 3.02
(with respect to authorization, execution, delivery and performance and enforceability of the Loan
Documents), Section 3.03 (with respect to conflicts of the Loan Documents with the Organizational
Documents of the Borrower and its Subsidiaries), Section 3.08, Section 3.14, Section 3.16, Section
3.18 and Section 3.20 (with respect to creation, validity and perfection of the security interests
in the Collateral to be perfected on the Effective Date).




          “Specified Transaction” means any Investment, sale, transfer or other disposition of
assets, incurrence or repayment of Indebtedness, Restricted Payment, subsidiary designation or
other event that by the terms of the Loan Documents requires “Pro Forma Compliance” with a test or
covenant hereunder or requires such test or covenant to be calculated on a Pro Forma Basis or given
Pro Forma Effect.




          “Sponsors” means Providence Equity Partners LLC (“PEP”) and its Affiliates
(including Providence Equity Partners VI L.P. and Providence Equity Partners VI-A L.P.) and any
investment funds advised or managed by any of the foregoing (other than any portfolio operating
companies of PEP of which PEP or investment fund advised, managed or controlled by PEP or a
combination thereof does not own or control, directly or indirectly, more than 50% of both the
economic interests and total voting power of Equity Interests entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof
at the time of determination).




          “Statutory Reserve Rate” means, with respect to any currency, a fraction (expressed as
a decimal), the numerator of which is the number one and the denominator of which is the number one
minus the aggregate of the maximum reserve, liquid asset or similar percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a decimal established by
any Governmental Authority of the United States or of the jurisdiction of such currency or any
jurisdiction in which Loans in such currency are made to which banks in such jurisdiction are
subject for any category of deposits or liabilities customarily used to fund loans in such currency
or by reference to which interest rates applicable to Loans in such currency are determined. Such
reserve, liquid asset or similar percentages shall include those imposed pursuant to Regulation D
of the Board of Governors. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid
asset or similar requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under Regulation D or any other applicable
law, rule or regulation. The Statutory Reserve Rate shall be adjusted automatically on and as of
the effective date of any change in any reserve percentage.




          “Subject Government Contact” means any Government Contract other than an Excluded
Government Contract.




          “Submitted Amount” has the meaning assigned to such term in Section 2.11(a)(ii)(C).




          “Submitted Discount” has the meaning assigned to such term in Section 2.11(a)(ii)(C).




-49-









 








          “subsidiary” means, with respect to any Person (the “parent”) at any date, any
corporation, limited liability company, partnership, association or other entity the accounts of
which would be consolidated with those of the parent in the parent’s consolidated financial
statements if such financial statements were prepared in accordance with GAAP, as well as any other
corporation, limited liability company, partnership, association or other entity (a) of which
securities or other ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of the general
partnership interests are, as of such date, owned, controlled or
held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.




          “Subsidiary” means any subsidiary of the Borrower.




          “Subsidiary Loan Party” means each Subsidiary of the Borrower that is a party to the
Guarantee Agreement.




          “Successor Borrower” has the meaning assigned to such term in Section 6.03(a)(iv).




          “Successor Holdings” has the meaning assigned to such term in Section 6.03(a)(v).




          “Survey” means a survey of any Mortgaged Property (and all improvements thereon) which
is (a) (i) prepared by a surveyor or engineer licensed to perform surveys in the jurisdiction where
such Mortgaged Property is located, (ii) dated (or redated) not earlier than six months prior to
the date of delivery thereof unless there shall have occurred within six months prior to such date
of delivery any exterior construction on the site of such Mortgaged Property or any easement, right
of way or other interest in the Mortgaged Property has been granted or become effective through
operation of law or otherwise with respect to such Mortgaged Property which, in either case, can be
depicted on a survey, in which events, as applicable, such survey shall be dated (or redated) after
the completion of such construction or if such construction shall not have been completed as of
such date of delivery, not earlier than 20 days prior to such date of delivery, or after the grant
or effectiveness of any such easement, right of way or other interest in the Mortgaged Property,
(iii) certified by the surveyor (in a manner reasonably acceptable to the Administrative Agent) to
the Administrative Agent and the title insurance company, (iv) complying in all respects with the
minimum detail requirements of the American Land Title Association as such requirements are in
effect on the date of preparation of such survey and (v) sufficient for the title insurance company
to remove all standard survey exceptions from the title insurance policy (or commitment) relating
to such Mortgaged Property and issue the standard survey-related endorsements or (b) otherwise
reasonably acceptable to the Administrative Agent.




          “Swap Agreement” means any agreement with respect to any swap, forward, future or
derivative transaction or option or similar agreement or contract involving, or settled by
reference to, one or more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions; provided that no
phantom stock or similar plan providing for payments only on account of services provided by
current or former directors, officers, employees or consultants of Holdings, any Intermediate
Parent, the Borrower or the other Restricted Subsidiaries shall be a Swap Agreement.




          “Swingline Commitment” means the commitment of the Swingline Lender to make Swingline
Loans up to an aggregate principal amount not to exceed $15,000,000.




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          “Swingline Exposure” means, at any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Revolving Lender at any
time shall be its Applicable Percentage of the aggregate Swingline Exposure at such time.




          “Swingline Lender” means (a) Citicorp North America, Inc., in its capacity the lender
of Swingline Loans hereunder and (b) each Revolving Lender that shall have become a Swingline
Lender
hereunder as provided in Section 2.04(d) (other than any Person that shall have ceased to be a
Swingline Lender as provided in Section 2.04(e)), each in its capacity as a lender of Swingline
Loans hereunder.




          “Swingline Loan” means a Loan made pursuant to Section 2.04.




          “Syndication Agent” means Merrill Lynch, Pierce, Fenner & Smith Incorporated, in its
capacity as syndication agent.




          “Taxes” means any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental Authority, including any interest,
additions to tax or penalties applicable thereto.




          “Term Commitment” means, with respect to each Lender, the commitment, if any, of such
Lender to make a Term Loan hereunder on the Effective Date, expressed as an amount representing the
maximum principal amount of the Term Loan to be made by such Lender hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from
time to time pursuant to assignments by or to such Lender pursuant to an Assignment and Assumption,
and shall include any Term Commitment Increase and Other Term Commitment of such Lender, as context
may require. The amount of each Lender’s Term Commitment as of the Effective Date is set forth on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender shall have assumed
its Term Commitment, as the case may be.




          “Term Commitment Increase” has the meaning assigned to such term in Section
2.20(a)(ii).




          “Term Lender” means a Lender with a Term Commitment or an outstanding Term Loan.




          “Term Loans” means Loans made pursuant to clause (a) of Section 2.01, Other Term
Loans, Extended Term Loans and Incremental Term Loans, as context may require.




          “Term Maturity Date” means July 20, 2018 (the “Initial Term Maturity Date”)
(or with respect to any Incremental Term Loans, Other Term Loans and Extended Term Loans, the
maturity date set forth in the Incremental Term Facility Amendment, Refinancing Amendment or
Extension Offer with respect thereto, as applicable).




          “Test Period” means, at any date of determination, the period of four consecutive
fiscal quarters of the Borrower then last ended for which financial statements have been required
to be delivered pursuant to Section 5.01(a) or 5.01(b) or for which the Consolidated EBITDA for
such period is set forth in the final paragraph of the definition of “Consolidated EBITDA”.




          “Total Leverage Ratio” means on any date, the ratio of (a) Consolidated Total Debt as
of such date to (b) Consolidated EBITDA for the most recently ended Test Period.




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          “Transaction Costs” means all fees, costs and expenses incurred or payable by
Holdings, the Borrower or any other Subsidiary in connection with the Transactions.




          “Transactions” means (a) the Financing Transactions, (b) the Acquisition and the other
transactions contemplated by the Acquisition Documents, (c) the Refinancing and (d) the payment of
the Transaction Costs.




          “Type,” when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
Adjusted LIBO Rate or the Alternate Base Rate.




          “Uniform Commercial Code” means the Uniform Commercial Code as from time to time in
effect in the State of New York, except as context may otherwise require.




          “United States Governmental Authority” means the government of the United States of
America and any branch, agency, department, bureau or subdivision thereof.




          “Unrestricted Subsidiary” means (i) any Effective Date Unrestricted Subsidiary and
(ii) any Subsidiary designated by the Borrower as an Unrestricted Subsidiary pursuant to Section
5.13 subsequent to the Effective Date.




          “US Dollar Equivalent” means, on any date of determination, (a) with respect to any
amount denominated in dollars, such amount and (b) with respect to any amount denominated in any
currency other than dollars, the equivalent in dollars of such amount, determined by the
Administrative Agent pursuant to Section 1.06 using the Exchange Rate with respect to such currency
at the time in effect under the provisions of such Section.




          “USA Patriot Act” means the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, as amended from time to time.




          “Voting Stock” of any Person means as of any date means the Equity Interests of such
Person that have the power, directly or indirectly, to vote in the election of or otherwise
designate the Board of Directors of such Person.




          “Weighted Average Life to Maturity” means, when applied to any Indebtedness at any
date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying
(i) the amount of each then remaining installment, sinking fund, serial maturity or other required
payments of principal, including payment at final maturity, in respect thereof, by (ii) the number
of years (calculated to the nearest one-twelfth) that will elapse between such date and the making
of such payment; by (b) the then outstanding principal amount of such Indebtedness.




          “Wholly Owned Restricted Subsidiary” means any Restricted Subsidiary that is a Wholly
Owned Subsidiary.




          “Wholly Owned Subsidiary” means, with respect to any Person at any date, a subsidiary
of such Person of which securities or other ownership interests representing 100% of the Equity
Interests (other than (a) directors’ qualifying shares and (b) nominal shares issued to foreign
nationals to the extent required by applicable Requirements of Law) are, as of such date, owned,
controlled or held by such Person or one or more Wholly Owned Subsidiaries of such




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Person or by
such Person and one or more Wholly Owned Subsidiaries of such Person.




          “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.




          SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement,
Loans and Borrowings may be classified and referred to by Class (e.g., a “Revolving Loan”)
or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a
“Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class
(e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by
Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).




          SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (a) any definition of or reference to any agreement (including this
Agreement and the other Loan Documents), instrument or other document herein shall be construed as
referring to such agreement, instrument or other document as from time to time amended, amended and
restated, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be
construed to include such Person’s successors and assigns (subject to any restrictions on
assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental
Authority that shall have succeeded to any or all functions thereof, (c) the words “herein,”
“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights.




          SECTION 1.04. Accounting Terms; GAAP. Except as otherwise expressly provided herein,
all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; provided, however, that if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision (including any
definitions) hereof to eliminate the effect of any change occurring after the Effective Date in
GAAP or in the application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or after such change in
GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP
as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith; provided
further that any change in GAAP after the Effective Date will not cause any lease that was
not or would not have been a Capitalized Lease prior to such change to be deemed a Capitalized
Lease and the obligations with respect thereto shall not constitute Capitalized Lease Obligations.
Notwithstanding any other provision contained herein, all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and ratios referred to
herein shall be made, without giving effect to any election under Financial Accounting Standards
Accounting Standards Codification No. 825—Financial Instruments, or any successor thereto
(including pursuant to the Accounting




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Standards Codification), to value any Indebtedness of
Holdings, the Borrower or any Subsidiary at “fair value” as defined therein.




          SECTION 1.05. Effectuation of Transactions. All references herein to Holdings, the
Borrower and the other Subsidiaries shall be deemed to be references to such Persons, and all the
representations and warranties of Holdings, the Borrower and the other Loan Parties contained in
this Agreement and the other Loan Documents shall be deemed made, in each case, after giving effect to
the Acquisition and the other Transactions to occur on the Effective Date, unless the context
otherwise requires.




          SECTION
1.06. Currency Translation.




          (a) The Administrative Agent shall determine the US Dollar Equivalent of any Letter of Credit
denominated in a currency other than dollars as of (i) a date on or about the date on which the
applicable Issuing Bank receives a request from the Borrower for the issuance of such Letter of
Credit, (ii) each subsequent date on which such Letter of Credit shall be renewed or extended or
the stated amount of such Letter of Credit shall be increased, (iii) March 31 and September 30 in
each year and (iv) during the continuance of an Event of Default, as reasonably requested by the
Administrative Agent, in each case using the Exchange Rate for such currency in relation to dollars
in effect on the date of determination.




          (b) Each amount determined pursuant to clause (a) of this Section shall be the US Dollar
Equivalent of the applicable Letter of Credit until the next required calculation thereof pursuant
to clause (a) of this Section. The Administrative Agent shall notify the Borrower and the
applicable Lenders of each calculation of the US Dollar Equivalent of each Letter of Credit
denominated in a currency other than dollars.




          (c) Wherever in this Agreement in connection with the issuance, amendment or extension of a
Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in
dollars, but such Letter of Credit is denominated in euro, such amount shall be the relevant
Alternative Currency Equivalent of such dollar amount (rounded to the nearest unit of such euro
amount, with 0.5 of a unit being rounded upward).




          (d) Notwithstanding the foregoing, for purposes of any determination under Article V, Article
VI (other than Section 6.12) or Article VII or any determination under any other provision of this
Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding
or proposed to be incurred or outstanding in currencies other than dollars shall be translated into
dollars at currency exchange rates in effect on the date of such determination; provided,
however, that for purposes of determining compliance with Article VI with respect to the
amount of any Indebtedness, Lien, Investment, Disposition or Restricted Payment in a currency other
than dollars, no Default or Event of Default shall be deemed to have occurred solely as a result of
changes in rates of exchange occurring after the time such Indebtedness, Lien or Investment is
incurred or Disposition or Restricted Payment made; provided that, for the avoidance of
doubt, the foregoing provisions of this Section 1.06 shall otherwise apply to such Sections,
including with respect to determining whether any Indebtedness, Lien or Investment may be incurred
or Disposition or Restricted Payment made at any time under such Sections. For purposes of Section
6.12, amounts in currencies other than dollars shall be translated into dollars at the currency
exchange rates used in preparing the most recently delivered financial statements pursuant to
Section 5.01(a) or (b).




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          SECTION 1.07. Change of Currency. Each provision of this Agreement shall be subject to
such reasonable changes of construction as the Administrative Agent may from time to time specify
with the Borrower’s consent (such consent not to be unreasonably withheld) to appropriately reflect
a change in currency of any country and any relevant market conventions or practices relating to
such change in currency.




          SECTION
1.08. Pro Forma Calculations.




          (a) Notwithstanding anything to the contrary herein, Consolidated EBITDA (including the
component financial definitions used therein), the Net Senior Secured Leverage Ratio and the Net
Total Leverage Ratio shall be calculated in the manner prescribed by this Section 1.08; provided
that notwithstanding anything to the contrary in clauses (b), (c) or (d) of this Section 1.08, when
calculating Consolidated EBITDA and the Net Senior Secured Leverage Ratio for purposes of the
definitions of “Applicable Rate” and “Prepayment Event” and for purposes of Section 6.12, the
events described in this Section 1.08 that occurred subsequent to the end of the applicable Test
Period shall not be given pro forma effect.




          (b) Consolidated EBITDA (including the component financial definitions used therein), the Net
Senior Secured Leverage Ratio and the Net Total Leverage Ratio shall be calculated on a pro forma
basis assuming that all Specified Transactions (and the incurrence or repayment of any Indebtedness
in connection therewith) that have been made (i) during the applicable Test Period or (ii)
subsequent to such Test Period and prior to or simultaneously with the event for which the
calculation is made had occurred on the first day of the applicable Test Period. If since the
beginning of any applicable Test Period any Person that subsequently became a Restricted Subsidiary
or was merged, amalgamated or consolidated with or into the Borrower or any of its Restricted
Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that
would have required adjustment pursuant to this Section 1.08, then Consolidated EBITDA, the Net
Senior Secured Leverage Ratio and the Net Total Leverage Ratio shall be calculated to give pro
forma effect thereto in accordance with this Section 1.08.




          (c) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma
calculations shall be made in good faith by a responsible financial or accounting officer of the
Borrower and may include, for the avoidance of doubt, the amount of cost savings projected by the
Borrower in good faith to be realized as a result of specified actions taken, committed to be taken
or reasonably expected to be taken (which cost savings shall be added to Consolidated EBITDA until
fully realized and calculated on a pro forma basis as though such cost savings had been realized on
the first day of the relevant period) relating to such Specified Transaction, net of the amount of
actual benefits realized during such period from such actions; provided that (A) the amounts of
such cost savings are reasonably identifiable and quantifiable in the good faith judgment of the
Borrower, (B) such actions are taken, committed to be taken or reasonably expected to be taken no
later than twelve (12) months after the date of such Specified Transaction and (C) the amount of
such cost savings shall not be more than 20% of the Consolidated EBITDA for any Test Period
(calculated after giving effect to any adjustment pursuant to this Section 1.08).




          (d) To the extent compliance with the covenant set forth in Section 6.12 is being calculated
as of a date that is prior to the first test date under such Section 6.12 or after the final test
date under Section 6.12 in order to determine the permissibility of an action by the Borrower or
any of its Restricted Subsidiaries, such compliance shall be tested for such purpose against the
levels set forth opposite the first test date or the final test date, as applicable, in such
Section 6.12.





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ARTICLE II




The Credits



          SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, (a)
each Term Lender agrees to make a Term Loan to the Borrower on the Effective Date denominated in
dollars in a principal amount not exceeding its Term Commitment and (b) each Revolving Lender
agrees to make Revolving Loans to the Borrower denominated in dollars from time to time during the
Revolving Availability Period in an aggregate principal amount which will not result in such Lender’s
Revolving Exposure exceeding such Lender’s Revolving Commitment. Within the foregoing limits and
subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans. Amounts repaid or prepaid in respect of Term Loans may not be reborrowed.




          SECTION 2.02. Loans and Borrowings.




          (a) Each Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of
Loans of the same Class and Type made by the Lenders ratably in accordance with their respective
Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made
by it shall not relieve any other Lender of its obligations hereunder, provided that the
Commitments of the Lenders are several and other than as expressly provided herein with respect to
a Defaulting Lender, no Lender shall be responsible for any other Lender’s failure to make Loans as
required hereby.




          (b) Subject to Section 2.14, each Revolving Borrowing and Term Borrowing shall be comprised
entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith;
provided that all Borrowings made on the Effective Date must be made as ABR Borrowings
unless the Borrower shall have given the notice required for a Eurocurrency Borrowing under Section
2.03 and provided an indemnity letter extending the benefits of Section 2.16 to Lenders in respect
of such Borrowings. Each Swingline Loan shall be an ABR Loan.




          (c) At the commencement of each Interest Period for any Eurocurrency Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less
than the Borrowing Minimum; provided that a Eurocurrency Borrowing that results from a
continuation of an outstanding Eurocurrency Borrowing may be in an aggregate amount that is equal
to such outstanding Borrowing. At the time that each ABR Borrowing is made, such Borrowing shall be
in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the
Borrowing Minimum. Each Swingline Loan shall be in an amount that is an integral multiple of the
Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type and
Class may be outstanding at the same time; provided that there shall not at any time be
more than a total of twelve Eurocurrency Borrowings outstanding. Notwithstanding anything to the
contrary herein, an ABR Revolving Borrowing or a Swingline Loan may be in an aggregate amount equal
to the entire unused balance of the aggregate Revolving Commitments or that is required to finance
the reimbursement of an LC Disbursement as contemplated by Section 2.05(f).




          SECTION 2.03. Requests for Borrowings. To request a Revolving Borrowing or Term
Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurocurrency Borrowing, not later than 2:00 p.m., New York City time, three Business
Days before the date of the proposed Borrowing (or, in the case of any Eurocurrency Borrowing to be
made on the Effective Date, such shorter period of time as may be agreed to by the Administrative
Agent) or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on
the Business Day of




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such proposed Borrowing; provided that any such notice of an ABR
Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(f) may be given not later than 10:00 a.m., New York City time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed
promptly by hand delivery, email of a “pdf” or facsimile to the Administrative Agent of a written
Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall
specify the following information:





     (i) whether the requested Borrowing is to be a Revolving Borrowing, a Term Borrowing or
a Borrowing of any other Class (specifying the Class thereof);




     (ii) the aggregate amount of such Borrowing;




     (iii) the date of such Borrowing, which shall be a Business Day;




     (iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;




     (v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”;




     (vi) the location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.06, or, in the case of any
ABR Revolving Borrowing or Swingline Loan requested to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(f), the identity of the Issuing Bank that made such
LC Disbursement; and




     (vii) that as of the date of such Borrowing, the conditions set forth in Sections
4.02(a) and 4.02(b) are satisfied.


If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency
Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the applicable Class of the details thereof and of
the amount of such Lender’s Loan to be made as part of the requested Borrowing.




          SECTION 2.04. Swingline Loans.




          (a) Subject to the terms and conditions set forth herein (including Section 2.23), in reliance
upon the agreements of the other Lenders set forth in this Section 2.04, the Swingline Lender
agrees to make Swingline Loans to the Borrower from time to time during the Revolving Availability
Period denominated in dollars, in an aggregate principal amount at any time outstanding that will
not result in (i) subject to Section 9.04(b)(ii), the outstanding Swingline Loans of the Swingline
Lender exceeding its Swingline Commitment or (ii) the aggregate Revolving Exposures exceeding the
aggregate Revolving Commitments, provided that the Swingline Lender shall not be required
to make a Swingline Loan to refinance an outstanding Swingline Loan. Any such Swingline Loans will
reduce availability under the Revolving Credit Facility on a dollar-for-dollar basis. Within the
foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow,
prepay and reborrow Swingline Loans.




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          (b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent and the
Swingline Lender of such request (i) by telephone (confirmed in writing), not later than 10:00
a.m., New York City time, or, if agreed by the Swingline Lender, 2:00 p.m., New York City time or
(ii) by facsimile (confirmed by telephone), not later than 10:00 a.m., New York City time, or, if
agreed by the Swingline Lender, 11:00 a.m., New York City time on the day of such proposed
Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which
shall be a Business Day), the amount of the requested Swingline Loan and (x) if the funds are not
to be credited to a general deposit
account of the Borrower maintained with the Swingline Lender because the Borrower is unable to
maintain a general deposit account with the Swingline Lender under applicable Requirements of Law,
the location and number of the Borrower’s account to which funds are to be disbursed, which shall
comply with Section 2.06, or (y) in the case of any ABR Revolving Borrowing or Swingline Loan
requested to finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), the
identity of the Issuing Bank that made such LC Disbursement. The Swingline Lender shall make each
Swingline Loan available to the Borrower by means of a credit to the general deposit accounts of
the Borrower maintained with the Swingline Lender (or, in the case of a Swingline Loan made to
finance the reimbursement of an LC Disbursement as provided in Section 2.05(f), by remittance to
the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such
Swingline Loan.




          (c) The Swingline Lender may by written notice given to the Administrative Agent not later
than 1:00 p.m., New York City time, on any Business Day require the Revolving Lenders to acquire
participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such
notice shall specify the aggregate amount of Swingline Loans in which Revolving Lenders will
participate. Promptly upon receipt of such notice, the Administrative Agent will give notice
thereof to each Revolving Lender, specifying in such notice such Lender’s Applicable Percentage of
such Swingline Loan or Swingline Loans. Each Revolving Lender hereby absolutely and unconditionally
agrees, upon receipt of notice as provided above, to pay to the Administrative Agent, for the
account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or
Swingline Loans. Each Revolving Lender acknowledges and agrees that its obligation to acquire
participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a
Default or any reduction or termination of the Revolving Commitments, and that each such payment
shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving
Lender shall comply with its obligation under this paragraph by wire transfer of immediately
available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such
Lender (with references to 12:00 noon, New York City time, in such Section being deemed to be
references to 3:00 p.m., New York City time) (and Section 2.06 shall apply, mutatis mutandis, to
the payment obligations of the Revolving Lenders pursuant to this paragraph), and the
Administrative Agent shall promptly remit to the Swingline Lender the amounts so received by it
from the Revolving Lenders. The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments
in respect of such Swingline Loan shall be made to the Administrative Agent and not to the
Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other Person
on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of
the proceeds of a sale of participations therein shall be promptly remitted by the Swingline Lender
to the Administrative Agent; any such amounts received by the Administrative Agent shall be
promptly remitted by the Administrative Agent to the Revolving Lenders that shall have made their
payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear,
provided that any such payment so remitted shall be repaid to the Swingline Lender or the
Administrative Agent, as the case may be, and thereafter to the Borrower, if and to the extent such
payment is required to be refunded to the Borrower for any reason. The purchase of




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participations
in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the
payment thereof.




          (d) The Borrower may, at any time and from time to time, designate as additional Swingline
Lenders one or more Revolving Lenders that agree to serve in such capacity as provided below. The
acceptance by a Revolving Lender of an appointment as a Swingline Lender hereunder shall be
evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the
Administrative Agent and the Borrower, executed by the Borrower, the Administrative Agent and such
designated
Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving
Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and
(ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving
Lender in its capacity as a lender of Swingline Loans hereunder.




          (e) The Borrower may terminate the appointment of any Swingline Lender as a “Swingline Lender”
hereunder by providing a written notice thereof to such Swingline Lender, with a copy to the
Administrative Agent. Any such termination shall become effective upon the earlier of (i) such
Swingline Lender’s acknowledging receipt of such notice and (ii) the fifth Business Day following
the date of the delivery thereof, provided that no such termination shall become effective
until and unless the Swingline Exposure of such Swingline Lender shall have been reduced to zero.
Notwithstanding the effectiveness of any such termination, the terminated Swingline Lender shall
remain a party hereto and shall continue to have all the rights of a Swingline Lender under this
Agreement with respect to Swingline Loans made by it prior to such termination, but shall not make
any additional Swingline Loans.




          (f) If at any time that Swingline Loans are outstanding a Revolving Lender becomes a
Defaulting Lender, all or any part of such Swingline Loans shall be reallocated among the
non-Defaulting Lenders that are Revolving Lenders in accordance with their respective Applicable
Percentages (calculated without giving effect to any such Defaulting Lender’s Revolving
Commitments) but only to the extent the sum of all non-Defaulting Lenders’ Revolving Commitments
plus such Defaulting Lender’s pro rata share of such Swingline Loans does not exceed the total of
all non-Defaulting Lenders’ Revolving Commitments; provided that neither such reallocation
nor any payment by a non-Defaulting Lender pursuant hereto will constitute a waiver or release of
any claim the Borrower, any Lender, the Administrative Agent or Swingline Lender may have against
such Defaulting Lender or cause such Defaulting Lender to be a non-Defaulting Lender. If the
reallocation described above cannot, or can only partially, be effected, the Borrower shall within
one Business Day following notice by the Administrative Agent prepay such unreallocated portion of
the Swingline Loans. Notwithstanding the foregoing, the Swingline Lender shall be under no
obligation to make any Swingline Loan at any time that any Revolving Lender is a Defaulting Lender
unless it is reasonably satisfied that the related exposure will be 100% covered by the Revolving
Commitments of the non-Defaulting Lenders and participating interests in any such newly made
Swingline Loan shall be allocated among non-Defaulting Lenders in a manner consistent with this
Section 2.04(f) (and Defaulting Lenders shall not participate therein).




          SECTION 2.05. Letters of Credit.




          (a) General. Subject to the terms and conditions set forth herein (including Section
2.23), each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders set forth
in this Section 2.05, to issue Letters of Credit denominated in dollars or euro for the Borrower’s
own account (or for the account of any other Subsidiary of the Borrower so long as the Borrower and
such other Subsidiary are co-applicants in respect of such Letter of Credit), in a form reasonably
acceptable to the Administrative Agent and the applicable Issuing Bank, which shall reflect the
standard operating procedures





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 of such Issuing Bank, at any time and from time to time during the
Revolving Availability Period and prior to the fifth Business Day prior to the Revolving Maturity
Date. In the event of any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other agreement submitted by
the Borrower to, or entered into by the Borrower with, the applicable Issuing Bank relating to any
Letter of Credit, the terms and conditions of this Agreement shall control.




          (b) Issuance, Amendment, Renewal, Extension; Certain Conditions. To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall deliver in writing by hand delivery or facsimile (or transmit by
electronic communication, if arrangements for doing so have been approved by the recipient) to the
applicable Issuing Bank and the Administrative Agent (at least three Business Days before the
requested date of issuance, amendment, renewal or extension or such shorter period as the
applicable Issuing Bank and the Administrative Agent may agree) a notice requesting the issuance of
a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day),
the date on which such Letter of Credit is to expire (which shall comply with paragraph (d) of this
Section), the currency and amount of such Letter of Credit, the name and address of the beneficiary
thereof and such other information as shall be necessary to prepare, amend, renew or extend such
Letter of Credit. If requested by the applicable Issuing Bank, the Borrower also shall submit a
letter of credit application on such Issuing Bank’s standard form in connection with any request
for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of any Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or
extension, (i) subject to Section 9.04(b)(ii), the Applicable Fronting Exposure of each Issuing
Bank shall not exceed its Revolving Commitment, (ii) the aggregate Revolving Exposures shall not
exceed the aggregate Revolving Commitments, (iii) the aggregate LC Exposure shall not exceed the
Letter of Credit Sublimit and (iv) except in the case of a Letter of Credit that is cash
collateralized to at least 105% of its maximum stated amount, on a pro forma basis for the
issuance, amendment, renewal or extension of such Letter of Credit the Borrower shall be in
compliance, on a Pro Forma Basis, with the covenant set forth in Section 6.12 (whether or not such
covenant is then in effect) recomputed as of the last day of the most recent Test Period. No
Issuing Bank shall be under any obligation to issue any Letter of Credit if (i) any order, judgment
or decree of any Governmental Authority or arbitrator shall enjoin or restrain such Issuing Bank
from issuing the Letter of Credit, or any law applicable to such Issuing Bank any directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over
such Issuing Bank shall prohibit the issuance of letters of credit generally or the Letter of
Credit in particular or (ii) any Lender is at that time a Defaulting Lender, if after giving effect
to Section 2.23(a)(iv), any Defaulting Lender Fronting Exposure remains outstanding, unless such
Issuing Bank has entered into arrangements, including the delivery of cash collateral, reasonably
satisfactory to such Issuing Bank with the Borrower or such Lender to eliminate such Issuing Bank’s
Defaulting Lender Fronting Exposure arising from either the Letter of Credit then proposed to be
issued or such Letter of Credit and all other LC Exposure as to which such Issuing Bank has
Defaulting Lender Fronting Exposure.




          (c) Notice. Each Issuing Bank agrees that it shall not permit any issuance, amendment,
renewal or extension of a Letter of Credit to occur unless it shall have given to the
Administrative Agent written notice thereof required under paragraph (m) of this Section.




          (d) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date that is one year after the date of the issuance of such
Letter of Credit (or, in the case of any renewal or extension thereof, one year after such renewal
or extension) and (ii) the





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date that is five Business Days prior to the Revolving Maturity Date;
provided that if such expiry date is not a Business Day, such Letter of Credit shall expire
at or prior to the close of business on the next succeeding Business Day; provided,
further, that any Letter of Credit may, upon the request of the Borrower, include a
provision whereby such Letter of Credit shall be renewed automatically for additional consecutive
periods of one year or less (but not beyond the date that is five Business Days prior to the
Revolving Maturity Date except to the extent cash collateralized or backstopped pursuant to
arrangements reasonably acceptable to the relevant Issuing Bank) unless the applicable Issuing Bank
notifies the beneficiary
thereof within the time period specified in such Letter of Credit or, if no such time period
is specified, at least 30 days prior to the then-applicable expiration date, that such Letter of
Credit will not be renewed.




          (e) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter
of Credit increasing the amount thereof) and without any further action on the part of the Issuing
Bank that is the issuer thereof or the Lenders, such Issuing Bank hereby grants to each Revolving
Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such
Letter of Credit equal to such Revolving Lender’s Applicable Percentage of the aggregate amount
available to be drawn under such Letter of Credit. In consideration and in furtherance of the
foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the
Administrative Agent, for the account of such Issuing Bank, such Revolving Lender’s Applicable
Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on
the date due as provided in paragraph (f) of this Section in Dollars (in the amount of the US
Dollar Equivalent thereof in the case of a Letter of Credit denominated in euro), or of any
reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender
acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in
respect of Letters of Credit is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including any issuance, amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or any reduction or termination of the
Revolving Commitments, and that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.




          (f) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative
Agent an amount equal to the US Dollar Equivalent of such LC Disbursement not later than 4:00 p.m.,
New York City time, no later than two (2) Business Days following the day that the Borrower
receives notice of such LC Disbursement, provided that, if such LC Disbursement is not less
than $1,000,000 (in the case of an LC Disbursement denominated in dollars) or €1,000,000 (in the
case of an LC Disbursement denominated in euro), the Borrower may, subject to the conditions to
borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be
financed with an ABR Revolving Borrowing (in the case of an LC Disbursement denominated in dollars)
or a Swingline Loan, in each case in an equivalent amount, and, to the extent so financed, the
Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing or Swingline Loan. If the Borrower fails to make such payment when due, the
Administrative Agent shall notify each Revolving Lender of the applicable LC Disbursement, the
payment then due from the Borrower in respect thereof and such Revolving Lender’s Applicable
Percentage thereof (and in the case of a Letter of Credit denominated in euro, the US Dollar
Equivalent thereof). Promptly following receipt of such notice, each Revolving Lender shall pay to
the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in
the applicable currency and the same manner as provided in Section 2.06 with respect to Loans made
by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the
Revolving Lenders pursuant to this paragraph), and the Administrative Agent shall promptly remit to
the applicable Issuing Bank the amounts so received by it from the Revolving Lenders. Promptly
following receipt by the Administrative Agent of any payment from the Borrower pursuant to




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this
paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank
or, to the extent that Revolving Lenders have made payments pursuant to this paragraph to reimburse
such Issuing Bank, then to such Revolving Lenders and such Issuing Bank as their interests may
appear. Any payment made by a Revolving Lender pursuant to this paragraph to reimburse any Issuing
Bank for any LC Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan as
contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its
obligation to reimburse such LC Disbursement.




          (g) Obligations Absolute. The Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (f) of this Section is absolute, unconditional and irrevocable, and shall be
performed strictly in accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit
or this Agreement, or any term or provision therein, (ii) any draft or other document presented
under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any
statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under
a Letter of Credit against presentation of a draft or other document that does not comply with the
terms of such Letter of Credit, (iv) any adverse change in the relevant exchange rates or in the
availability of euro to the Borrower or any Subsidiary or in the relevant currency markets
generally or (v) any other event or circumstance whatsoever, whether or not similar to any of the
foregoing, that might, but for the provisions of this Section, constitute a legal or equitable
discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. None of
the Administrative Agent, the Lenders, the Issuing Banks or any of their Related Parties shall have
any liability or responsibility by reason of or in connection with the issuance or transfer of any
Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of
the circumstances referred to in the preceding sentence), or any error, omission, interruption,
loss or delay in transmission or delivery of any draft, notice or other communication under or
relating to any Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from causes beyond the
control of the Issuing Banks; provided that (i) the foregoing shall not be construed to
excuse any Issuing Bank from liability to the Borrower to the extent of any direct damages (as
opposed to consequential or punitive damages, claims in respect of which are hereby waived by the
Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by
such Issuing Bank’s failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof or (ii) result from such Issuing
Bank’s willful or grossly negligent failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with
the terms and conditions of such Letter of Credit. The parties hereto expressly agree that, in the
absence of gross negligence or willful misconduct on the part of any Issuing Bank (as determined by
a court of competent jurisdiction in a final, non-appealable judgment), such Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the foregoing and
without limiting the generality thereof, the parties agree that, with respect to documents
presented that appear on their face to be in substantial compliance with the terms of a Letter of
Credit, an Issuing Bank may, in its sole discretion, either accept and make payment upon such
documents without responsibility for further investigation, regardless of any notice or information
to the contrary, or refuse to accept and make payment upon such documents if such documents are not
in strict compliance with the terms of such Letter of Credit.




          (h) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. Each Issuing Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by hand delivery, e-mail of a “pdf” or facsimile) of such demand for payment
and whether such Issuing Bank has made or will make an LC Disbursement thereunder; provided
that any failure to




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give or delay in giving such notice shall not relieve the Borrower of its
obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC
Disbursement in accordance with paragraph (f) of this Section.




          (i) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless
the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made,
the unpaid amount thereof shall bear interest, for each day from and including the date such LC
Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement,
at the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (f) of this
Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be
paid to the Administrative Agent, for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Revolving Lender pursuant to paragraph (f)
of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the
extent of such payment and shall be payable on demand or, if no demand has been made, on the date
on which the Borrower reimburses the applicable LC Disbursement in full.




          (j) Cash Collateralization. If (i) any Event of Default shall occur and be continuing
or (ii) as of the fifth Business Day prior to the Revolving Maturity Date, any Letter of Credit may
for any reason remain outstanding and partially or wholly undrawn, on the Business Day on which the
Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity
of the Loans has been accelerated, Revolving Lenders with LC Exposure representing more than 50% of
the aggregate LC Exposure of all Revolving Lenders) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent,
in the name of the Administrative Agent and for the benefit of the Lenders, an amount in cash in
dollars and US Dollar Equivalent of euro equal to the portions of the LC Exposure attributable to
Letters of Credit denominated in dollars or US Dollar Equivalent of euro, respectively, as of such
date plus any accrued and unpaid interest thereon; provided that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence of any Event of
Default with respect to the Borrower described in paragraph (a), (b), (h) or (i) of Section 7.01.
The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent
required by Section 2.11(b) or to the extent the Borrower otherwise chooses to cash collateralize
any Letter of Credit. The Administrative Agent may, at any time and from time to time after the
initial deposit of cash collateral in respect of any one or more Letters of Credit denominated in
euro, request that additional cash collateral be provided in order to protect against the results
of Exchange Rate fluctuations, such additional cash collateral not to exceed 5.0% of the aggregate
LC Exposure. Each such deposit shall be held by the Administrative Agent as collateral for the
payment and performance of the obligations of the Borrower under this Agreement. At any time that
there shall exist a Defaulting Lender, if any Defaulting Lender Fronting Exposure remains
outstanding (after giving effect to Section 2.23(a)(iv)), then promptly upon the request of the
Administrative Agent, the Issuing Bank or the Swingline Lender, the Borrower shall deliver to the
Administrative Agent cash collateral in an amount sufficient to cover such Defaulting Lender
Fronting Exposure (after giving effect to any cash collateral provided by the Defaulting Lender).
The Administrative Agent shall have exclusive dominion and control, including the exclusive right
of withdrawal, over such account. Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of the Administrative
Agent in Permitted Investments and at the Borrower’s risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in such account.
Notwithstanding anything to the contrary in this Agreement, moneys in such account shall be applied
by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which they have
not




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been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the
reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of
the Loans has been accelerated (but subject to the consent of Revolving Lenders with LC Exposure
representing more than 50% of the aggregate LC Exposure of all the Revolving Lenders), be applied
to satisfy other obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default
or the existence of a Defaulting Lender, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three Business Days after all Events of Default have been cured
or waived or after the termination of Defaulting
Lender status, as applicable. If the Borrower is required to provide an amount of cash
collateral hereunder pursuant to Section 2.11(b), such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower as and to the extent that, after giving effect to such
return, the Borrower would remain in compliance with Section 2.11(b) and no Event of Default shall
have occurred and be continuing.




          (k) Designation of Additional Issuing Banks. The Borrower may, at any time and from
time to time, designate as additional Issuing Banks one or more Revolving Lenders that agree to
serve in such capacity as provided below. The acceptance by a Revolving Lender of an appointment as
an Issuing Bank hereunder shall be evidenced by an agreement, which shall be in form and substance
reasonably satisfactory to the Administrative Agent and the Borrower, executed by the Borrower, the
Administrative Agent and such designated Revolving Lender and, from and after the effective date of
such agreement, (i) such Revolving Lender shall have all the rights and obligations of an Issuing
Bank under this Agreement and (ii) references herein to the term “Issuing Bank” shall be deemed to
include such Revolving Lender in its capacity as an issuer of Letters of Credit hereunder.




          (l) Termination of an Issuing Bank. The Borrower may terminate the appointment of any
Issuing Bank as an “Issuing Bank” hereunder by providing a written notice thereof to such Issuing
Bank, with a copy to the Administrative Agent. Any such termination shall become effective upon the
earlier of (i) such Issuing Bank’s acknowledging receipt of such notice and (ii) the fifth Business
Day following the date of the delivery thereof; provided that no such termination shall
become effective until and unless the LC Exposure attributable to Letters of Credit issued by such
Issuing Bank (or its Affiliates) shall have been reduced to zero. At the time any such termination
shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the
terminated Issuing Bank pursuant to Section 2.12(b). Notwithstanding the effectiveness of any such
termination, the terminated Issuing Bank shall remain a party hereto and shall continue to have all
the rights of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such termination, but shall not issue any additional Letters of Credit.




          (m) Issuing Bank Reports to the Administrative Agent. Unless otherwise agreed by the
Administrative Agent, each Issuing Bank shall, in addition to its notification obligations set
forth elsewhere in this Section, report in writing to the Administrative Agent (i) periodic
activity (for such period or recurrent periods as shall be requested by the Administrative Agent)
in respect of Letters of Credit issued by such Issuing Bank, including all issuances, extensions,
amendments and renewals, all expirations and cancellations and all disbursements and
reimbursements, (ii) within five Business Days following the time that such Issuing Bank issues,
amends, renews or extends any Letter of Credit, the date of such issuance, amendment, renewal or
extension, and the currency and face amount of the Letters of Credit issued, amended, renewed or
extended by it and outstanding after giving effect to such issuance, amendment, renewal or
extension (and whether the amounts thereof shall have changed), (iii) on each Business Day on which
such Issuing Bank makes any LC Disbursement, the date, currency and amount of such LC Disbursement,
(iv) on any Business Day on which the Borrower fails to reimburse an LC Disbursement required to be
reimbursed to such Issuing Bank on such day, the date of such failure and the





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currency and amount
of such LC Disbursement and (v) on any other Business Day, such other information as the
Administrative Agent shall reasonably request as to the Letters of Credit issued by such Issuing
Bank.




          (n) Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable
Issuing Bank and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall
apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary
Credits, as most recently published by the International Chamber of Commerce at the time of
issuance, shall apply to each commercial Letter of Credit.




          (o) Reallocation of Participations in Letter of Credit; Cash Collateralization. If at
any time a Revolving Lender that has a participation with respect to any Letter of Credit becomes a
Defaulting Lender, (A) for purposes of computing the amount of the obligation of each
non-Defaulting Lender to acquire, refinance or fund participations with respect to Letters of
Credit, the “Applicable Percentage” of each non-Defaulting Lender shall be computed without giving
effect to the Revolving Commitment of that Defaulting Lender; provided that the aggregate
obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letter of
Credit shall not exceed the positive difference, if any, of (1) the Revolving Commitment of that
non-Defaulting Lender minus (2) the aggregate outstanding principal amount of the Revolving
Loans of such Non-Defaulting Lender or (B) if the Revolving Commitment of all applicable
non-Defaulting Lenders minus the aggregate outstanding principal amount of the Revolving Loans of
all applicable Revolving Lenders is less than the participations with respect to Letters of Credit
of such Defaulting Lender, the Borrower shall deposit cash collateral with the applicable Issuing
Bank in an amount equal to the unreallocated portion of the Defaulting Lender’s participations in
such Letter of Credit, which cash collateral shall be held as security by such Issuing Bank for the
Defaulting Lender’s funding obligations in respect of its participation in such Letter of Credit;
provided that such reallocation by a non-Defaulting Lender pursuant hereto will not
constitute a waiver or release of any claim the Borrower, any Lender, the Administrative Agent or
any Issuing Bank may have against such Defaulting Lender or cause such Defaulting Lender to be a
non-Defaulting Lender. Upon the earlier of (i) expiration of the Letter of Credit for which cash
collateral has been deposited with the applicable Issuing Bank and (ii) the Defaulting Lender whose
participation in such Letter of Credit was reallocated or cash collateralized ceasing to be a
Defaulting Lender, such cash collateral shall be returned by the applicable Issuing Bank to the
Borrower and/or for purposes of computing the amount of the obligation of each Revolving Lender to
acquire, refinance or fund a participation in any Letter of Credit, the “Applicable Percentage” of
each Lender shall be computed after giving effect to the Revolving Commitment of the Revolving
Lender who ceased to be a Defaulting Lender. Notwithstanding anything to the contrary in this
Agreement, at any time that a Revolving Lender with respect to any Letter of Credit is a Defaulting
Lender and commitments are reallocated pursuant to clause (A) above, any calculation of fronting
fees, letter of credit fees or commitment fees shall be calculated after giving effect to such
reallocation.




          SECTION 2.06. Funding of Borrowings.




          (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 12:00 noon, New York City time, to the
Applicable Account of the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as provided in Section
2.04. The Administrative Agent will make such Loans available to the Borrower by promptly crediting
the amounts so received, in like funds, to an account of the Borrower maintained with the
Administrative Agent in New York City and designated by the Borrower in the applicable Borrowing
Request; provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(f)




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shall be remitted by the Administrative Agent to the
applicable Issuing Bank or, to the extent that Revolving Lenders have made payments pursuant to
Section 2.05(f) to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their
interests may appear.




          (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with paragraph (a) of this Section
and may, in reliance on such assumption and in its sole discretion, make available to the Borrower
a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender agrees to pay to the
Administrative Agent an amount equal to such share on demand of the Administrative Agent. If such
Lender does not pay such corresponding amount forthwith upon demand of the Administrative Agent
therefor, the Administrative Agent shall promptly notify the Borrower, and the Borrower agrees to
pay such corresponding amount to the Administrative Agent forthwith on demand. The Administrative
Agent shall also be entitled to recover from such Lender or Borrower interest on such corresponding
amount, for each day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender,
the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation, or (ii) in the case of the
Borrower, the interest rate applicable to such Borrowing in accordance with Section 2.13. If such
Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.




          (c) The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund
participations in Letters of Credit and Swingline Loans and to make payments pursuant to Section
9.03(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such
participation or to make any payment under Section 9.03(c) on any date required hereunder shall not
relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall
be responsible for the failure of any other Lender to so make its Loan, to purchase its
participation or to make its payment under Section 9.03(c).




          SECTION 2.07. Interest Elections.




          (a) Each Revolving Borrowing and Term Borrowing initially shall be of the Type specified in
the applicable Borrowing Request or designated by Section 2.03 and, in the case of a Eurocurrency
Borrowing, shall have an initial Interest Period as specified in such Borrowing Request or
designated by Section 2.03. Thereafter, the Borrower may elect to convert such Borrowing to a
different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may
elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different
options with respect to different portions of the affected Borrowing, in which case each such
portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing,
and the Loans comprising each such portion shall be considered a separate Borrowing. This Section
shall not apply to Swingline Loans, which may not be converted or continued.




          (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative
Agent of such election by telephone by the time that a Revolving Borrowing Request would be
required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from
such election to be made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand delivery, facsimile
or other




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electronic transmission to the Administrative Agent of a written Interest Election Request
signed by the Borrower.




          (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.03:





     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency
Borrowing; and




     (iv) if the resulting Borrowing is to be a Eurocurrency Borrowing, the Interest Period
to be applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period.”


If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an
Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




          (d) Promptly following receipt of an Interest Election Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the applicable Class of the details
thereof and of such Lender’s portion of each resulting Borrowing.




          (e) If the Borrower fails to deliver a timely Interest Election Request with respect to a
Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless
such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to a Eurocurrency Borrowing with an Interest Period with a duration of one
month. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is
continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding Borrowing
denominated in dollars may be converted to or continued as a Eurocurrency Borrowing and (ii) unless
repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the
Interest Period applicable thereto.




          SECTION 2.08. Termination and Reduction of Commitments.




          (a) Unless previously terminated, (i) the Term Commitments shall terminate at 5:00 p.m., New
York City time, on the Effective Date and (ii) the Revolving Commitments shall terminate on the
Revolving Maturity Date.




          (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments of
any Class, provided that (i) each reduction of the Commitments of any Class shall be in an
amount that is an integral multiple of $500,000 and not less than $1,000,000 and (ii) the Borrower
shall not terminate or reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment




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of the Revolving Loans or Swingline Loans in accordance with Section 2.11, the aggregate
Revolving Exposures would exceed the aggregate Revolving Commitments.




          (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce
the Commitments under paragraph (b) of this Section at least one Business Day prior to the
effective date of such termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the
Lenders of the
contents thereof. Each notice delivered by the Borrower pursuant to this Section shall be
irrevocable, provided that a notice of termination of the Revolving Commitments delivered
by the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence
of some other identifiable event or condition, in which case such notice may be revoked by the
Borrower (by notice to the Administrative Agent on or prior to the specified effective date of
termination) if such condition is not satisfied. Any termination or reduction of the Commitments of
any Class shall be permanent. Each reduction of the Commitments of any Class shall be made ratably
among the Lenders in accordance with their respective Commitments of such Class.




          SECTION 2.09. Repayment of Loans; Evidence of Debt.




          (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for
the account of each Lender the then unpaid principal amount of each Revolving Loan of such Lender
on the Revolving Maturity Date, (ii) to the Administrative Agent for the account of each Lender the
then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii)
to the Swingline Lender the then unpaid principal amount of each Swingline Loan made by the
Swingline Lender on the earlier to occur of (A) the date that is ten (10) Business Days after such
Loan is made and (B) the Revolving Maturity Date; provided that on each date that a
Revolving Borrowing is made, the Borrower shall repay all Swingline Loans that were outstanding on
the date such Borrowing was requested.




          (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.




          (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Class and Type thereof and the Interest Period applicable thereto,
(ii) the amount of any principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.




          (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded
therein, provided that the failure of any Lender or the Administrative Agent to maintain
such accounts or any error therein shall not in any manner affect the obligation of the Borrower to
pay any amounts due hereunder in accordance with the terms of this Agreement. In the event of any
inconsistency between the entries made pursuant to paragraphs (b) and (c) of this Section, the
accounts maintained by the Administrative Agent pursuant to paragraph (c) of this Section shall
control.




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          (e) Any Lender may request through the Administrative Agent that Loans of any Class made by it
be evidenced by a promissory note. In such event, the Borrower shall execute and deliver to such
Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to
such Lender and its registered assigns) and in a form provided by the Administrative Agent and
approved by the Borrower.




          SECTION 2.10. Amortization of Term Loans.




          (a) Subject to adjustment pursuant to paragraph (c) of this Section, the Borrower shall repay
Term Borrowings on the last day of each September, December, March and June (commencing with the
last day of the first full fiscal quarter following the Effective Date) in the principal amount of
Term Loans equal to (i) the aggregate outstanding principal amount of Term Loans immediately after
closing on the Effective Date multiplied by (ii) 0.25%; provided that if any such date is
not a Business Day, such payment shall be due on the next preceding Business Day.




          (b) To the extent not previously paid, all Term Loans shall be due and payable on the Term
Maturity Date.




          (c) Any prepayment of a Term Borrowing of any Class (i) pursuant to Section 2.11(a)(i) shall
be applied to reduce the subsequent scheduled and outstanding repayments of the Term Borrowings of
such Class to be made pursuant to this Section as directed by the Borrower (and absent such
direction in direct order of maturity) and (ii) pursuant to Section 2.11(c) or 2.11(d) shall be
applied, subject to Section 2.11(e), to reduce the subsequent scheduled and outstanding repayments
of the Term Borrowings of such Class to be made pursuant to this Section, or, except as otherwise
provided in any Refinancing Amendment, pursuant to the corresponding section of such Refinancing
Amendment, as directed by the Borrower (and absent such direction in direct order of maturity).




          (d) Prior to any repayment of any Term Borrowings of any Class hereunder, the Borrower shall
select the Borrowing or Borrowings of the applicable Class to be repaid and shall notify the
Administrative Agent by telephone (confirmed by hand delivery or facsimile) of such election not
later than 2:00 p.m., New York City time, one Business Day before the scheduled date of such
repayment. In the absence of a designation by the Borrower as described in the preceding sentence,
the Administrative Agent shall make such designation in its reasonable discretion with a view, but
no obligation, to minimize breakage costs owing under Section 2.16. Each repayment of a Borrowing
shall be applied ratably to the Loans included in the repaid Borrowing. Repayments of Term
Borrowings shall be accompanied by accrued interest on the amount repaid.




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          SECTION 2.11. Prepayment of Loans.




          (a) (i) The Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to the requirements of this Section; provided that
in the event that, on or prior to the first anniversary of the Effective Date, the Borrower (x)
makes any optional prepayment of Term Loans incurred on the Effective Date in connection with any
Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing
Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of
the applicable Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount
of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the
aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment.




          (ii) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or
Event of Default has occurred and is continuing, the Borrower may prepay the outstanding Term Loans
on the following basis:





     (A) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a
discount to par (such prepayment, the “Discounted Term Loan Prepayment”) pursuant to
a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range
Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers, in each case
made in accordance with this Section 2.11(a)(ii); provided that (v) the Borrower
shall not make any Borrowing of Revolving Loans to fund any Discounted Term Loan Prepayment,
(w) the Borrower shall not initiate any action under this Section 2.11(a)(ii) in order to
make a Discounted Term Loan Prepayment unless (I) at least ten (10) Business Days shall have
passed since the consummation of the most recent Discounted Term Loan Prepayment as a result
of a prepayment made by the Borrower on the applicable Discounted Prepayment Effective Date;
or (II) at least three (3) Business Days shall have passed since the date the Borrower was
notified that no Term Lender was willing to accept any prepayment of any Term Loan,
Incremental Term Loan, Extended Term Loan and/or Other Term Loan at the Specified Discount,
within the Discount Range or at any discount to par value, as applicable, or in the case of
a Borrower solicitation of Discounted Prepayment Offers, the date of the Borrower’s election
not to accept any Solicited Discounted Prepayment Offers, (x) no Default or Event of Default
has occurred or is continuing or would result therefrom, (y) such Term Loans are cancelled
and (z) the Borrower represents and warrants as of the date of any Discounted Prepayment
Offer, that the Borrower nor any of its Affiliate has any MNPI with respect to Holdings, the
Borrower or any of its Subsidiaries or securities that either (a) has not been disclosed to
the Lenders (other than Lenders that do not wish to receive MNPI with respect to Holdings,
any of its Subsidiaries or Affiliates) prior to such time or (b) could not reasonably be
expected to have a material effect upon, or otherwise be material, (i) to a Lender’s
decision to participate in Discounted Term Loan Prepayment or (ii) to the market price of
the Term Loans.




     (B) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to
time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with
three (3) Business Days’ notice in the form of a Specified Discount Prepayment Notice;
provided that (I) any such offer shall be made available, at the sole discretion of
the Borrower, to each Term Lender and/or each Lender with respect to any Class of Term Loans
on an individual tranche basis (but, for the avoidance of doubt, pro rata within such
tranche), (II) any such offer shall specify the aggregate principal amount offered to be
prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable
tranche, the tranche or tranches of Term Loans subject to such offer and the specific
percentage discount to par (the “Specified Discount”) of such Term Loans to be
prepaid (it being understood that different Specified Discounts and/or Specified Discount
Prepayment Amounts may be offered with respect to different tranches of Term



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Loans and, in
such an event, each such offer will be treated as a separate offer pursuant to the terms of
this Section), (III) the Specified Discount Prepayment Amount shall be in an aggregate
amount not less than $1,000,000 and whole increments of $500,000 in excess thereof and (IV)
each such offer shall remain outstanding through the Specified Discount Prepayment Response
Date. The Auction Agent will promptly provide each relevant Term Lender with a copy of such
Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment
Response to be completed and returned by each such Lender to the Auction Agent (or its
delegate) by no later than 5:00 p.m., New York time, on the third Business Day after the
date of delivery of such notice to the relevant Term Lenders (the “Specified Discount
Prepayment Response Date”).




     (2) Each relevant Term Lender receiving such offer shall notify the Auction Agent (or
its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to
accept a prepayment of any of its relevant then outstanding Term Loans at the Specified
Discount and, if so (such accepting Term Lender, a “Discount Prepayment Accepting
Lender”), the amount and the tranches of such Lender’s Term Loans to be prepaid at such
Offered Discount. Each acceptance of a Discounted Term Loan Prepayment by a Discount
Prepayment Accepting Lender
shall be irrevocable. Any Term Lender whose Specified Discount Prepayment Response is
not received by the Auction Agent by the Specified Discount Prepayment Response Date shall
be deemed to have declined to accept the applicable Borrower Offer of Specified Discount
Prepayment.




     (3) If there is at least one Discount Prepayment Accepting Lender, the Borrower will
make prepayment of outstanding Term Loans pursuant to this subsection (B) to each Discount
Prepayment Accepting Lender in accordance with the respective outstanding amount and
tranches of Term Loans specified in such Lender’s Specified Discount Prepayment Response
given pursuant to subsection (2); provided that, if the aggregate principal amount
of Term Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds
the Specified Discount Prepayment Amount, such prepayment shall be made pro-rata among the
Discount Prepayment Accepting Lenders in accordance with the respective principal amounts
accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction
Agent (in consultation with the Borrower and subject to rounding requirements of the Auction
Agent made in its reasonable discretion) will calculate such proration (the “Specified
Discount Proration”). The Auction Agent shall promptly, and in any case within three (3)
Business Days following the Specified Discount Prepayment Response Date, notify (I) the
Borrower of the respective Term Lenders’ responses to such offer, the Discounted Prepayment
Effective Date and the aggregate principal amount of the Discounted Term Loan Prepayment and
the tranches to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective
Date, and the aggregate principal amount and the tranches of Term Loans to be prepaid at the
Specified Discount on such date and (III) each Discount Prepayment Accepting Lender of the
Specified Discount Proration, if any, and confirmation of the principal amount, tranche and
Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each
determination by the Auction Agent of the amounts stated in the foregoing notices to the
Borrower and Lenders shall be conclusive and binding for all purposes absent manifest error.
The payment amount specified in such notice to the Borrower shall be due and payable by the
Borrower on the Discounted Prepayment Effective Date in accordance with subsection (F) below
(subject to subsection (J) below).



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     (C) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to
time solicit Discount Range Prepayment Offers by providing the Auction Agent with three (3)
Business Days’ notice in the form of a Discount Range Prepayment Notice; provided
that (I) any such solicitation shall be extended, at the sole discretion of the Borrower, to
each Term Lender and/or each Lender with respect to any Class of Loans on an individual
tranche basis (but, for the avoidance of doubt, pro rata within such
tranche), (II) any such notice shall specify the maximum aggregate principal amount of the
relevant Term Loans (the “Discount Range Prepayment Amount”), the tranche or
tranches of Term Loans subject to such offer and the maximum and minimum percentage
discounts to par (the “Discount Range”) of the principal amount of such Term Loans
with respect to each relevant tranche of Term Loans willing to be prepaid by the Borrower
(it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts
may be offered with respect to different tranches of Term Loans and, in such an event, each
such offer will be treated as a separate offer pursuant to the terms of this Section), (III)
the Discount Range Prepayment Amount shall be in an aggregate amount not less than
$1,000,000 and whole increments of $500,000 in excess thereof and (IV) each such
solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment
Response Date. The Auction Agent will promptly provide each relevant Term Lender with a copy
of such Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer
to be submitted by a responding relevant Term Lender to the Auction Agent (or its delegate)
by no later than 5:00 p.m., New York time, on the third Business Day after the date of delivery of such
notice to the relevant Term Lenders (the “Discount Range Prepayment Response Date”).
Each relevant Term Lender’s Discount Range Prepayment Offer shall be irrevocable and shall
specify a discount to par within the Discount Range (the “Submitted Discount”) at
which such Term Lender is willing to allow prepayment of any or all of its then outstanding
Term Loans of the applicable tranche or tranches and the maximum aggregate principal amount
and tranches of such Lender’s Term Loans (the “Submitted Amount”) such Lender is
willing to have prepaid at the Submitted Discount. Any Term Lender whose Discount Range
Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment
Response Date shall be deemed to have declined to accept a Discounted Term Loan Prepayment
of any of its Term Loans at any discount to their par value within the Discount Range.




     (2) The Auction Agent shall review all Discount Range Prepayment Offers received on or
before the applicable Discount Range Prepayment Response Date and shall determine (in
consultation with the Borrower and subject to rounding requirements of the Auction Agent
made in its sole reasonable discretion) the Applicable Discount and Term Loans to be prepaid
at such Applicable Discount in accordance with this subsection (C). The Borrower agrees to
accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers
received by Auction Agent by the Discount Range Prepayment Response Date, in the order from
the Submitted Discount that is the largest discount to par to the Submitted Discount that is
the smallest discount to par, up to and including the Submitted Discount that is the
smallest discount to par within the Discount Range (such Submitted Discount that is the
smallest discount to par within the Discount Range being referred to as the “Applicable
Discount”) which yields a Discounted Term Loan Prepayment in an aggregate principal
amount equal to the lower of (I) the Discount Range Prepayment Amount and (II) the sum of
all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to
accept prepayment at a discount to par that is larger than or equal to the Applicable
Discount shall be deemed to have irrevocably consented to prepayment of Term Loans equal to
its Submitted Amount (subject to any required proration pursuant to the following subsection
(3)) at the Applicable Discount (each such Lender, a “Participating Lender”).



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     (3) If there is at least one Participating Lender, the Borrower will prepay the
respective outstanding Term Loans of each Participating Lender in the aggregate principal
amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the
Applicable Discount; provided that if the Submitted Amount by all Participating
Lenders offered at a discount to par greater than the Applicable Discount exceeds the
Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Term
Loans for those Participating Lenders whose Submitted Discount is a discount to par greater
than or equal to the Applicable Discount (the “Identified Participating Lenders”)
shall be made pro rata among the Identified Participating Lenders in
accordance with the Submitted Amount of each such Identified Participating Lender and the
Auction Agent (in consultation with the Borrower and subject to rounding requirements of the
Auction Agent made in its sole reasonable discretion) will calculate such proration (the
“Discount Range Proration”). The Auction Agent shall promptly, and in any case
within five (5) Business Days following the Discount Range Prepayment Response Date, notify
(I) the Borrower of the respective Term Lenders’ responses to such solicitation, the
Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal
amount of the Discounted Term Loan Prepayment and the tranches to be prepaid, (II) each Term
Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the
aggregate principal amount and tranches of Term Loans to be prepaid at the Applicable
Discount on such date, (III) each Participating Lender of the aggregate principal amount and tranches of such Lender to be
prepaid at the Applicable Discount on such date, and (IV) if applicable, each Identified
Participating Lender of the Discount Range Proration. Each determination by the Auction
Agent of the amounts stated in the foregoing notices to the Borrower and Lenders shall be
conclusive and binding for all purposes absent manifest error. The payment amount specified
in such notice to the Borrower shall be due and payable by such Borrower on the Discounted
Prepayment Effective Date in accordance with subsection (F) below (subject to subsection (J)
below).




     (D) (1) Subject to the proviso to subsection (A) above, the Borrower may from time to
time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with
three (3) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice;
provided that (I) any such solicitation shall be extended, at the sole discretion of
the Borrower, to each Term Lender and/or each Lender with respect to any Class of Term Loans
on an individual tranche basis (but, for the avoidance of doubt, pro rata
within such tranche), (II) any such notice shall specify the maximum aggregate dollar amount
of the Term Loans (the “Solicited Discounted Prepayment Amount”) and the tranche or
tranches of Term Loans the Borrower is willing to prepay at a discount (it being understood
that different Solicited Discounted Prepayment Amounts may be offered with respect to
different tranches of Term Loans and, in such an event, each such offer will be treated as a
separate offer pursuant to the terms of this Section), (III) the Solicited Discounted
Prepayment Amount shall be in an aggregate amount not less than $1,000,000 and whole
increments of $500,000 in excess thereof and (IV) each such solicitation by the Borrower
shall remain outstanding through the Solicited Discounted Prepayment Response Date. The
Auction Agent will promptly provide each relevant Term Lender with a copy of such Solicited
Discounted Prepayment Notice and a form of the Solicited Discounted Prepayment Offer to be
submitted by a responding Term Lender to the Auction Agent (or its delegate) by no later
than 5:00 p.m., New York time on the third Business Day after the date of delivery of such
notice to the relevant Term Lenders (the “Solicited Discounted Prepayment Response
Date”). Each Term Lender’s Solicited Discounted Prepayment Offer shall (x) be
irrevocable, (y) remain outstanding until the Acceptance Date, and (z) specify both a
discount to par (the “Offered Discount”) at which such Term Lender is willing to
allow prepayment of its then outstanding Term Loan and the maximum aggregate principal
amount and tranches of such Term Loans (the “Offered Amount”) such Lender



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is willing
to have prepaid at the Offered Discount. Any Term Lender whose Solicited Discounted
Prepayment Offer is not received by the Auction Agent by the Solicited Discounted Prepayment
Response Date shall be deemed to have declined prepayment of any of its Term Loans at any
discount.




     (2) The Auction Agent shall promptly provide the Borrower with a copy of all Solicited
Discounted Prepayment Offers received on or before the Solicited Discounted Prepayment
Response Date. The Borrower shall review all such Solicited Discounted Prepayment Offers and
select the largest of the Offered Discounts specified by the relevant responding Term
Lenders in the Solicited Discounted Prepayment Offers that is acceptable to the Borrower
(the “Acceptable Discount”), if any. If the Borrower elects to accept any Offered
Discount as the Acceptable Discount, then as soon as practicable after the determination of
the Acceptable Discount, but in no event later than by the third Business Day after the date
of receipt by the Borrower from the Auction Agent of a copy of all Solicited Discounted
Prepayment Offers pursuant to the first sentence of this subsection (2) (the “Acceptance
Date”), the Borrower shall submit a Acceptance and Prepayment Notice to the Auction
Agent setting forth the Acceptable Discount. If the Auction Agent shall fail to receive an
Acceptance and Prepayment Notice from the Borrower by the Acceptance Date, the Borrower
shall be deemed to have rejected all Solicited Discounted Prepayment Offers.




     (3) Based upon the Acceptable Discount and the Solicited Discounted Prepayment Offers
received by Auction Agent by the Solicited Discounted Prepayment Response Date, within three
(3) Business Days after receipt of an Acceptance and Prepayment Notice (the “Discounted
Prepayment Determination Date”), the Auction Agent will determine (in consultation with
the Borrower and subject to rounding requirements of the Auction Agent made in its sole
reasonable discretion) the aggregate principal amount and the tranches of Term Loans (the
“Acceptable Prepayment Amount”) to be prepaid by the Borrower at the Acceptable
Discount in accordance with this subsection (D). If the Borrower elects to accept any
Acceptable Discount, then the Borrower agrees to accept all Solicited Discounted Prepayment
Offers received by Auction Agent by the Solicited Discounted Prepayment Response Date, in
the order from largest Offered Discount to smallest Offered Discount, up to and including
the Acceptable Discount. Each Lender that has submitted a Solicited Discounted Prepayment
Offer with an Offered Discount that is greater than or equal to the Acceptable Discount
shall be deemed to have irrevocably consented to prepayment of Term Loans equal to its
Offered Amount (subject to any required pro rata reduction pursuant to the
following sentence) at the Acceptable Discount (each such Lender, a “Qualifying
Lender”). The Borrower will prepay outstanding Term Loans pursuant to this subsection
(D) to each Qualifying Lender in the aggregate principal amount and of the tranches
specified in such Lender’s Solicited Discounted Prepayment Offer at the Acceptable Discount;
provided that if the aggregate Offered Amount by all Qualifying Lenders whose
Offered Discount is greater than or equal to the Acceptable Discount exceeds the Solicited
Discounted Prepayment Amount, prepayment of the principal amount of the Term Loans for those
Qualifying Lenders whose Offered Discount is greater than or equal to the Acceptable
Discount (the “Identified Qualifying Lenders”) shall be made pro
rata among the Identified Qualifying Lenders in accordance with the Offered Amount
of each such Identified Qualifying Lender and the Auction Agent (in consultation with the
Borrower and subject to rounding requirements of the Auction Agent made in its sole
reasonable discretion) will calculate such proration (the “Solicited Discount
Proration”). On or prior to the Discounted Prepayment Determination Date, the Auction
Agent shall promptly notify (I) the Borrower of the Discounted Prepayment Effective Date and
Acceptable Prepayment Amount comprising the Discounted Term Loan Prepayment and the tranches
to be prepaid, (II) each Term Lender of the Discounted Prepayment Effective Date, the
Acceptable Discount, and the Acceptable



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 Prepayment Amount of all Term Loans and the tranches
to be prepaid at the Applicable Discount on such date, (III) each Qualifying Lender of the
aggregate principal amount and the tranches of such Lender to be prepaid at the Acceptable
Discount on such date, and (IV) if applicable, each Identified Qualifying Lender of the
Solicited Discount Proration. Each determination by the Auction Agent of the amounts stated
in the foregoing notices to such Borrower and Lenders shall be conclusive and binding for
all purposes absent manifest error. The payment amount specified in such notice to such
Borrower shall be due and payable by such Borrower on the Discounted Prepayment Effective
Date in accordance with subsection (F) below (subject to subsection (J) below).




     (E) In connection with any Discounted Term Loan Prepayment, the Borrower and the
Lenders acknowledge and agree that the Auction Agent may require as a condition to any
Discounted Term Loan Prepayment, the payment of customary fees and expenses from the
Borrower in connection therewith.




     (F) If any Term Loan is prepaid in accordance with paragraphs (B) through (D) above,
the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The
Borrower shall make such prepayment to the Auction Agent, for the account of the Discount
Prepayment Accepting Lenders, Participating Lenders, or Qualifying Lenders, as applicable,
at the Administrative Agent’s Office in immediately available funds not later
than 11:00 a.m. (New York City time) on the Discounted Prepayment Effective Date and all
such prepayments shall be applied to the remaining principal installments of the relevant
tranche of Term Loans on a pro rata basis across such installments. The Term
Loans so prepaid shall be accompanied by all accrued and unpaid interest on the par
principal amount so prepaid up to, but not including, the Discounted Prepayment Effective
Date. Each prepayment of the outstanding Term Loans pursuant to this Section 2.11(a)(ii)
shall be paid to the Discount Prepayment Accepting Lenders, Participating Lenders, or
Qualifying Lenders, as applicable. The aggregate principal amount of the tranches and
installments of the relevant Term Loans outstanding shall be deemed reduced by the full par
value of the aggregate principal amount of the tranches of Term Loans prepaid on the
Discounted Prepayment Effective Date in any Discounted Term Loan Prepayment.




     (G) To the extent not expressly provided for herein, each Discounted Term Loan
Prepayment shall be consummated pursuant to procedures consistent, with the provisions in
this Section 2.11(a)(ii), established by the Auction Agent acting in its reasonable
discretion and as reasonably agreed by the Borrower.




     (H) Notwithstanding anything in any Loan Document to the contrary, for purposes of this
Section 2.11(a)(ii), each notice or other communication required to be delivered or
otherwise provided to the Auction Agent (or its delegate) shall be deemed to have been given
upon Auction Agent’s (or its delegate’s) actual receipt during normal business hours of such
notice or communication; provided that any notice or communication actually received
outside of normal business hours shall be deemed to have been given as of the opening of
business on the next Business Day.




     (I) Each of the Borrower and the Lenders acknowledges and agrees that the Auction Agent
may perform any and all of its duties under this Section 2.11(a)(ii) by itself or through
any Affiliate of the Auction Agent and expressly consents to any such delegation of duties
by the Auction Agent to such Affiliate and the performance of such delegated duties by such
Affiliate. The exculpatory provisions pursuant to this Agreement shall apply to each
Affiliate of the



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Auction Agent and its respective activities in connection with any
Discounted Term Loan Prepayment provided for in this Section 2.11(a)(ii) as well as
activities of the Auction Agent.




     (J) The Borrower shall have the right, by written notice to the Auction Agent, to
revoke in full (but not in part) its offer to make a Discounted Term Loan Prepayment and
rescind the applicable Specified Discount Prepayment Notice, Discount Range Prepayment
Notice or Solicited Discounted Prepayment Notice therefor at its discretion at any time on
or prior to the applicable Specified Discount Prepayment Response Date (and if such offer is
revoked pursuant to the preceding clauses, any failure by such Borrower to make any
prepayment to a Term Lender, as applicable, pursuant to this Section 2.11(a)(ii) shall not
constitute a Default or Event of Default under Section 7.01 or otherwise).



          (b) In the event and on each occasion that the aggregate Revolving Exposures exceed the
aggregate Revolving Commitments (including as a result of a determination with respect to the US
Dollar Equivalent of any Letter of Credit made by the Administrative Agent pursuant to Section
1.06), the Borrower shall prepay Revolving Borrowings or Swingline Loans (or, if no such Borrowings
are outstanding, deposit cash collateral in an account with the Administrative Agent pursuant to
Section 2.05(j)) in an aggregate amount necessary to eliminate such excess.




          (c) In the event and on each occasion that any Net Proceeds are received by or on behalf of
Holdings, any Intermediate Parent, the Borrower or any of its Restricted Subsidiaries in respect of
any Prepayment Event, the Borrower shall, within three Business Days after such Net Proceeds are
received (or, in the case of a Prepayment Event described in clause (b) of the definition of the
term “Prepayment Event,” on the date of such Prepayment Event), prepay Term Borrowings in an
aggregate amount equal to 100% of the amount of such Net Proceeds minus the portion of the
Net Proceeds applied (to the extent Holdings, any Intermediate Parent, the Borrower or any
Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase Indebtedness
that is secured by the Collateral on a pari passu with the Loan Document
Obligations on a no more than pro rata basis with the Term Loans; provided
that, in the case of any event described in clause (a) of the definition of the term “Prepayment
Event”, if the Borrower and its Restricted Subsidiaries invest (or commit to invest) the Net
Proceeds from such event (or a portion thereof) within 12 months after receipt of such Net Proceeds
in assets useful in the business of the Borrower and the other Subsidiaries (including any
acquisitions permitted under Section 6.04), then no prepayment shall be required pursuant to this
paragraph in respect of such Net Proceeds in respect of such event (or the applicable portion of
such Net Proceeds, if applicable) except to the extent of any such Net Proceeds therefrom that have
not been so invested (or committed to be invested) by the end of such 12-month period (or if
committed to be so invested within such 12-month period, have not been so invested within 180 days
after such commitment is made), at which time a prepayment shall be required in an amount equal to
such Net Proceeds that have not been so invested (or committed to be invested); provided,
however, that any proceeds from the sale or other disposition by a Loan Party shall be
reinvested in the assets of a Loan Party.




          (d) Following the end of each Fiscal Year of the Borrower, commencing with the Fiscal Year
ending June 30, 2012, the Borrower shall prepay Term Loans in an aggregate amount equal to the ECF
Percentage of Excess Cash Flow for such Fiscal Year; provided that such amount shall be
reduced by (i) the aggregate amount of prepayments of Term Loans (and, to the extent the Revolving
Commitments are reduced in a corresponding amount pursuant to Section 2.08, Revolving Loans) made
pursuant to Section 2.11(a)(i) during such Fiscal Year or (at the option of the Borrower) on or
before the date such prepayment is due pursuant to this clause (d) (excluding all such prepayments
funded with the proceeds of Funded Debt (other than the proceeds of revolving loans)) and (ii) the
portion of Excess Cash




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Flow applied (to the extent Holdings, any Intermediate Parent, the Borrower
or any Restricted Subsidiary is required by the terms thereof) to prepay, repay or purchase
Indebtedness that is secured by the Collateral on a pari passu with the Loan
Document Obligations on a no more than pro rata basis with the Term Loans. Each
prepayment pursuant to this paragraph shall be made within ten (10) days after the date financial
statements are required to be delivered pursuant to Section 5.01 with respect to the Fiscal Year
for which Excess Cash Flow is being calculated.




          (e) Prior to any optional prepayment of Borrowings pursuant to Section 2.11(a)(i), the
Borrower shall select the Borrowing or Borrowings (including the Class) to be prepaid and shall
specify such selection in the notice of such prepayment pursuant to paragraph (f) of this Section.
In the event of any mandatory prepayment of Term Borrowings made at a time when Term Borrowings of
more than one Class remain outstanding, the Borrower shall select Term Borrowings to be prepaid so
that the aggregate amount of such prepayment is allocated between Term Borrowings (and, to the
extent provided in the Refinancing Amendment for any Class of Other Term Loans, the Borrowings of
such Class) pro rata based on the aggregate principal amount of outstanding
Borrowings of each such Class; provided that any Term Lender (and, to the extent provided
in the Refinancing Amendment for any Class of Other Term Loans, any Lender that holds Other Term
Loans of such Class) may elect, by notice to the Administrative Agent by telephone (confirmed by
facsimile) at least one Business Day prior to the prepayment date, to decline all or any portion of
any prepayment of its Term Loans or Other Term Loans of any such Class
pursuant to this Section (other than an optional prepayment pursuant to paragraph (a)(i) of
this Section, which may not be declined and mandatory prepayments pursuant to clause (c) of this
Section as it relates to clause (b) of the definition of “Prepayment Event,” which may be declined
only with the consent of the Borrower), in which case the aggregate amount of the prepayment that
would have been applied to prepay Term Loans or Other Term Loans of any such Class but was so
declined shall be retained by the Borrower. Optional prepayments of Term Borrowings shall be
allocated among the Classes of Term Borrowings as directed by the Borrower. In the absence of a
designation by the Borrower as described in the preceding provisions of this paragraph of the Type
of Borrowing of any Class, the Administrative Agent shall make such designation in its reasonable
discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.16.




          (f) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a
Swingline Loan, the Swingline Lender) by telephone (confirmed by facsimile) of any prepayment
hereunder (i) in the case of prepayment of a Eurocurrency Borrowing, not later than 11:00 a.m., New
York City time, three Business Days before the date of prepayment, or (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day
before the date of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and principal amount of each Borrowing or portion thereof to be prepaid;
provided that a notice of optional prepayment may state that such notice is conditional
upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance
of other Indebtedness or the occurrence of some other identifiable event or condition, in which
case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative
Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly
following receipt of any such notice (other than a notice relating solely to Swingline Loans), the
Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of
any Borrowing shall be in an amount that would be permitted in the case of an advance of a
Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the
required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.




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          SECTION 2.12. Fees.




          (a) The Borrower agrees to pay to the Administrative Agent in dollars for the account of each
Revolving Lender (other than any Defaulting Lender) a commitment fee, which shall accrue at the
rate of 0.50% per annum on the average daily unused amount of the Revolving Commitment of such
Lender during the period from and including the Effective Date to but excluding the date on which
the Revolving Commitments terminate. Accrued commitment fees shall be payable in arrears on the
third Business Day following the last day of March, June, September and December of each year and
on the date on which the Revolving Commitments terminate, commencing on the first such date to
occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360
days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day). For purposes of computing commitment fees, a Revolving Commitment of a
Lender shall be deemed to be used to the extent of the outstanding Revolving Loans and LC Exposure
of such Lender (and the Swingline Exposure of such Lender shall be disregarded for such purpose).




          (b) The Borrower agrees to pay (i) to the Administrative Agent in dollars for the account of
each Revolving Lender (other than any Defaulting Lender) a participation fee with respect to its
participations in Letters of Credit, which shall accrue at the Applicable Rate used to determine
the interest rate applicable to Eurocurrency Revolving Loans with an Interest Period with a
duration of one-month on
the daily amount of such Lender’s LC Exposure (excluding any portion thereof attributable to
unreimbursed LC Disbursements) during the period from and including the Effective Date to and
including the later of the date on which such Lender’s Revolving Commitment terminates and the date
on which such Lender ceases to have any LC Exposure, and (ii) to each Issuing Bank in dollars a
fronting fee, which shall accrue at the rate of 0.125% per annum on the daily amount of the LC
Exposure attributable to Letters of Credit issued by such Issuing Bank (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from and including the
Effective Date to and including the later of the date of termination of the Revolving Commitments
and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard
fees with respect to the issuance, amendment, renewal or extension of any Letter of Credit or
processing of drawings thereunder. Participation fees and fronting fees accrued through and
including the last day of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees shall be payable on the date on which the
Revolving Commitments terminate and any such fees accruing after the date on which the Revolving
Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Bank
pursuant to this paragraph shall be payable within 10 days after demand. All participation fees and
fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last day).




          (c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Borrower and the Administrative
Agent.




          (d) The Borrower agrees to pay on the Effective Date to each Term Lender party to this
Agreement as a Term Lender on the Effective Date, as fee compensation for the funding of such Term
Lender’s Term Loan, a closing fee in an amount equal to 5.0% of the stated principal amount of such
Term Lender’s Term Loan. Such fees shall be payable to each Lender out of the proceeds of such Term
Lender’s Term Loan as and when funded on the Effective Date. Such closing fee will be in all
respects fully earned, due and payable on the Effective Date.




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          (e) Notwithstanding the foregoing, and subject to Section 2.23, the Borrower shall not be
obligated to pay any amounts to any Defaulting Lender pursuant to this Section 2.12.




          SECTION 2.13. Interest.




          (a) The Loans comprising each ABR Borrowing (including each Swingline Loan denominated in
dollars) shall bear interest at the Alternate Base Rate plus the Applicable Rate.




          (b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.




          (c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% per
annum plus the rate otherwise applicable to such Loan as provided in the preceding
paragraphs of this Section or (ii) in the case of any other amount, 2.00% per annum plus
the rate applicable to ABR Revolving Loans as provided in paragraph (a) of this Section;
provided that no amount shall be payable pursuant to this Section 2.13(c) to a Defaulting
Lender so long as such Lender shall be a Defaulting Lender; provided further that
no amounts shall accrue pursuant to this Section 2.13(c) on any overdue amount, reimbursement
obligation in respect of any LC Disbursement or other amount payable to a Defaulting Lender so long
as such Lender shall be a Defaulting Lender.




          (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the Revolving Commitments,
provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be
payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Revolving Loan prior to the end of the Revolving Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (iii) in the event of any conversion of any Eurocurrency Loan prior to the end of
the current Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.




          (e) All interest hereunder shall be computed on the basis of a year of 360 days, except that
interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year
of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number
of days elapsed (including the first day but excluding the last day). The applicable Alternate Base
Rate or Adjusted LIBO Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.




          SECTION 2.14. Alternate Rate of Interest. If at least two Business Days prior to the
commencement of any Interest Period for a Eurocurrency Borrowing:





     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the
Adjusted LIBO Rate for such Interest Period; or




     (b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest
Period;



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the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or
facsimile as promptly as practicable thereafter and, until the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any
Interest Election Request that requests the conversion of any Borrowing to, or continuation of any
Borrowing as, a Eurocurrency Borrowing and shall be ineffective and (ii) if any Borrowing Request
requests a Eurocurrency Borrowing and then such Borrowing shall be made as an ABR Borrowing;
provided, however, that, in each case, the Borrower may revoke any Borrowing
Request that is pending when such notice is received.




          SECTION 2.15. Increased Costs.




          (a) If any Change in Law shall:





     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended by, any Lender or any Issuing Bank (except any such reserve
requirement reflected in the Adjusted LIBO Rate);




     (ii) impose on any Lender or any Issuing Bank or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurocurrency Loans or ABR Loans made
by such Lender or any Letter of Credit or participation therein


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Loan or ABR Loan (or of maintaining its obligation to make any such
Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or issue any
Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or
Issuing Bank hereunder (whether of principal, interest or otherwise), then, from time to time upon
request of such Lender or Issuing Bank, the Borrower will pay to such Lender or Issuing Bank, as
the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank,
as the case may be, for such increased costs actually incurred or reduction actually suffered.
Notwithstanding the foregoing, this paragraph will not apply to any such increased costs or
reductions resulting from Taxes.




          (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital
requirements has the effect of reducing the rate of return on such Lender’s or Issuing Bank’s
capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a
consequence of this Agreement or the Loans made by, or participations in Letters of Credit or
Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding
company could have achieved but for such Change in Law (taking into consideration such Lender’s or
Issuing Bank’s policies and the policies of such Lender’s or Issuing Bank’s holding company with
respect to capital adequacy), then, from time to time upon request of such Lender or Issuing Bank,
the Borrower will pay to such Lender or Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding
company for any such reduction actually suffered.




          (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary
to compensate such Lender or Issuing Bank or its holding company in reasonable detail, as the case
may be, as specified in paragraph (a) or (b) of this Section delivered to the Borrower shall be
conclusive absent manifest error. The Borrower shall pay such Lender or Issuing Bank, as the case
may be, the amount shown as due on any such certificate within 15 days after receipt thereof.




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          (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant
to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand
such compensation, provided that the Borrower shall not be required to compensate a Lender
or Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered
more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such
Lender’s or Issuing Bank’s intention to claim compensation therefor; provided further that,
if the Change in Law giving rise to such increased costs or reductions is retroactive, then the
180-day period referred to above shall be extended to include the period of retroactive effect
thereof.




          SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal
of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan or Term Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(f) and is
revoked in accordance therewith) or (d)
the assignment of any Eurocurrency Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to Section 2.19 or Section
9.02(c), then, in any such event, the Borrower shall, after receipt of a written request by any
Lender affected by any such event (which request shall set forth in reasonable detail the basis for
requesting such amount), compensate each Lender for the loss, cost and expense attributable to such
event. For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 2.16, each Lender shall be deemed to have funded each Eurocurrency Loan made by it at the
Adjusted LIBO Rate for such Loan by a matching deposit or other borrowing in the applicable
interbank eurodollar market in dollars for a comparable amount and for a comparable period, whether
or not such Eurocurrency Loan was in fact so funded. A certificate of any Lender setting forth any
amount or amounts that such Lender is entitled to receive pursuant to this Section delivered to the
Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 15 days after receipt of such demand. Notwithstanding
the foregoing, this Section 2.16 will not apply to losses, costs or expenses resulting from Taxes,
as to which Section 2.17 shall govern.




          SECTION 2.17. Taxes.




          (a) Unless required by applicable Requirements of Law, any and all payments by or on account
of any obligation of any Loan Party under any Loan Document shall be made without deduction for any
Taxes, provided that if the applicable withholding agent shall be required by applicable
Requirements of Law to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
amount payable by the applicable Loan Party shall be increased as necessary so that after all
required deductions have been made (including deductions applicable to additional amounts payable
under this Section) the Administrative Agent, Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been made, (ii) the
applicable withholding agent shall make such deductions and (iii) the applicable withholding agent
shall timely pay the full amount deducted to the relevant Governmental Authority in accordance with
applicable Requirements of Law.




          (b) Without limiting the provisions of paragraph (a) above, the Borrower shall timely pay any
Other Taxes to the relevant Governmental Authority in accordance with Requirements of Law.




          (c) The Borrower shall indemnify the Administrative Agent, each Lender and each Issuing Bank,
within 30 days after written demand therefor, for the full amount of any such Indemnified




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Taxes
paid by the Administrative Agent, such Lender or such Issuing Bank, as the case may be, on or with
respect to any payment by or on account of any obligation of any Loan Party under any Loan Document
and any such Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in
reasonable detail the basis and calculation of the amount of such payment or liability delivered to
the Borrower by a Lender or an Issuing Bank, or by the Administrative Agent on its own behalf or on
behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.




          (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by a Loan
Party to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the
original or a certified copy of a receipt issued by such Governmental Authority evidencing such
payment, a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.




          (e) Each Lender shall, at such times as are reasonably requested by Borrower or the
Administrative Agent, provide the Borrower and the Administrative Agent with any properly completed
and executed documentation prescribed by Law, or reasonably requested by the Borrower or the
Administrative Agent, certifying as to any entitlement of such Lender to an exemption from, or
reduction in, any withholding Tax with respect to any payments to be made to such Lender under the
Loan Documents (including, in the case of a Lender seeking exemption from the withholding imposed
under FATCA, any documentation necessary to prevent such withholding). Each such Lender shall,
whenever a lapse in time or change in circumstances renders such documentation expired, obsolete or
inaccurate in any material respect, deliver promptly to the Borrower and the Administrative Agent
updated or other appropriate documentation (including any new documentation reasonably requested by
the applicable withholding agent) or promptly notify the Borrower and the Administrative Agent of
its inability to do so. Unless the applicable withholding agent has received forms or other
documents satisfactory to it indicating that payments under any Loan Document to or for a Lender
are not subject to withholding tax or are subject to such Tax at a rate reduced by an applicable
tax treaty, the Borrower, Administrative Agent or other applicable withholding agent shall withhold
amounts required to be withheld by applicable Law from such payments at the applicable statutory
rate.




          Without limiting the generality of the foregoing:





     (i) Each Lender that is a United States person (as defined in Section 7701(a)(30) of
the Code) shall deliver to the Borrower and the Administrative Agent on or before the date
on which it becomes a party to this Agreement two properly completed and duly signed
original copies of Internal Revenue Service Form W-9 (or any successor forms) certifying
that such Lender is a United States person exempt from U.S. federal backup withholding.




     (ii) Each Lender that is not a United States person (as defined in Section 7701(a)(30)
of the Code) shall deliver to the Borrower and the Administrative Agent on or before the
date on which it becomes a party to this Agreement (and from time to time thereafter when
required by Law or upon the reasonable request of the Borrower or the Administrative Agent)
whichever of the following is applicable:



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     (A) two properly completed and duly signed copies of Internal Revenue Service
Form W-8BEN (or any successor forms) claiming eligibility for benefits of an income
tax treaty to which the United States of America is a party,




     (B) two properly completed and duly signed copies of Internal Revenue Service
Form W-8ECI (or any successor forms),




     (C) in the case of a Lender claiming the benefits of the exemption for
portfolio interest under Section 881(c) of the Code, (x) a certificate, in
substantially the form of Exhibit S-1, S-2, S-3 or S-4, as applicable (any such
certificate a “United States Tax Compliance Certificate”), or any other form
approved by the Administrative Agent with the written consent of the Borrower (not
to be unreasonably withheld or delayed), to the effect that such Lender is not (1) a
“bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent
shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code,
or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the
Code, and that no payments in connection with the Loan Documents are effectively
connected with such Lender’s conduct of a U.S. trade or business and (y)
two properly completed and duly signed copies of Internal Revenue Service Form
W-8BEN (or any successor forms),




     (D) to the extent a Lender is not the beneficial owner of the applicable Loan
(for example, where the Lender is a partnership or a participating Lender), two
properly completed and duly signed copies of Internal Revenue Service Form W-8IMY
(or any successor forms) of the Lender, each accompanied by a Form W-8ECI, W-8BEN,
United States Tax Compliance Certificate, Form W-9, Form W-8IMY (or other successor
forms) or any other required information from each beneficial owner, as applicable
(provided that, if the Lender is a partnership (and not a participating
Lender) and one or more beneficial owners are claiming the portfolio interest
exemption, the United States Tax Compliance Certificate shall be provided by such
Lender on behalf of such beneficial owner(s)), or




     (E) any other form prescribed by applicable Requirements of Law as a basis for
claiming exemption from or a reduction in U.S. federal withholding tax duly
completed together with such supplementary documentation as may be prescribed by
applicable Requirements of Law to permit the Borrower and the Administrative Agent
to determine the withholding or deduction required to be made.



          Each Lender shall, from time to time after the initial delivery by such Lender of the forms
described above, whenever a lapse in time or change in such Lender’s circumstances renders such
forms, certificates or other evidence so delivered expired, obsolete or inaccurate, promptly (1)
deliver to the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) renewals, amendments or additional or successor forms, properly
completed and duly signed by such Lender, together with any other certificate or statement of
exemption required in order to confirm or establish such Lender’s status or that such Lender is
entitled to an exemption from or reduction in U.S. federal withholding tax or (2) notify
Administrative Agent and the Borrower of its inability to deliver any such forms, certificates or
other evidence.




          Notwithstanding any other provision of this clause (e), a Lender shall not be required to
deliver any form that such Lender is not legally eligible to deliver.




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          (f) If the Borrower determines in good faith that a reasonable basis exists for contesting any
Taxes for which indemnification has been demanded hereunder, the Administrative Agent, the relevant
Lender or the relevant Issuing Bank, as applicable, shall cooperate with the Borrower in a
reasonable challenge of such Taxes if so requested by the Borrower, provided that (a) the
Administrative Agent, such Lender or such Issuing Bank determines in its reasonable discretion that
it would not be prejudiced by cooperating in such challenge, (b) the Borrower pays all related
expenses of the Administrative Agent, such Lender or such Issuing Bank, as applicable and (c) the
Borrower indemnifies the Administrative Agent, such Lender or such Issuing Bank, as applicable, for
any liabilities or other costs incurred by such party in connection with such challenge. The
Administrative Agent, a Lender or an Issuing Bank shall claim any refund that it determines is
reasonably available to it, unless it concludes in its reasonable discretion that it would be
adversely affected by making such a claim. If the Administrative Agent, an Issuing Bank or a Lender
determines, in its reasonable discretion, that it has received a refund of any Indemnified Taxes or
Other Taxes as to which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay over such refund to the
Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Indemnified Taxes or Other Taxes giving rise to
such refund), net of all out-of-pocket expenses (including Taxes) of the Administrative Agent,
such Issuing Bank or such Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund), provided that the Borrower, upon the
request of the Administrative Agent, such Issuing Bank or such Lender, agrees promptly to repay the
amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to the Administrative Agent, such Issuing Bank or such Lender in
the event the Administrative Agent, such Issuing Bank or such Lender is required to repay such
refund to such Governmental Authority. The Administrative Agent, such Lender or such Issuing Bank,
as the case may be, shall, at the Borrower’s request, provide the Borrower with a copy of any
notice of assessment or other evidence of the requirement to repay such refund received from the
relevant taxing authority (provided that the Administrative Agent, such Lender or such Issuing Bank
may delete any information therein that the Administrative Agent, such Lender or such Issuing Bank
deems confidential). Notwithstanding anything to the contrary, this Section shall not be construed
to require the Administrative Agent, any Lender or any Issuing Bank to make available its tax
returns (or any other information relating to taxes which it deems confidential).




          (g) The agreements in this Section 2.17 shall survive the termination of this Agreement and
the payment of the Loans and all other amounts payable hereunder.




          (h) For purposes of this Section 2.17, the term “Lender” shall include any Issuing Bank and
the Swingline Lender.




          (i) On or before the Effective Date, the Administrative Agent shall provide to the Borrower a
properly executed Internal Revenue Service Form W-9 (or any successor form) certifying that it is a
United States person exempt from U.S. federal backup withholding.




          SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs.




          (a) The Borrower shall make each payment required to be made by it under any Loan Document
(whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable
under Section 2.15, 2.16 or 2.17, or otherwise) prior to the time expressly required hereunder or
under such other Loan Document for such payment (or, if no such time is expressly required, prior
to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without
condition or deduction for any counterclaim, recoupment or setoff. Any amounts received after such
time



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on any date may, in the discretion of the Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to such account as may be specified by the Administrative Agent, except
payments to be made directly to any Issuing Bank or the Swingline Lender shall be made as expressly
provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be
made directly to the Persons entitled thereto and payments pursuant to other Loan Documents shall
be made to the Persons specified therein. The Administrative Agent shall distribute any such
payments received by it for the account of any other Person to the appropriate recipient promptly
following receipt thereof. If any payment (other than payments on the Eurocurrency Loans) under any
Loan Document shall be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day. If any payment on a Eurocurrency Loan becomes due and
payable on a day other than a Business Day, the maturity thereof shall be extended to the next
succeeding Business Day unless the result of such extension would be to extend such payment into
another calendar month, in which event such payment shall be made on the immediately preceding
Business Day. In the case of any payment of principal pursuant to the preceding two sentences,
interest thereon shall be payable at the then applicable rate for the period of such extension. All
payments or prepayments of any Loan, all reimbursements of any LC Disbursements, all payments
of accrued interest payable on a Loan or LC Disbursement and all other payments under
each Loan Document shall be made in dollars except as otherwise expressly provided herein.




          (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of
interest and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of principal and unreimbursed LC Disbursements then due to such
parties.




          (c) If any Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Revolving Loans, Term Loans
or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Revolving Loans, Term Loans and
participations in LC Disbursements and Swingline Loans and accrued interest thereon than the
proportion received by any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans, Term Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so
that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Revolving Loans, Term
Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any
such participations are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price restored to the extent of
such recovery, without interest and (ii) the provisions of this paragraph shall not be construed to
apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms
of this Agreement (including the application of funds arising from the existence of a Defaulting
Lender), (B) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements or Swingline Loans to any
assignee or participant or (C) any disproportionate payment obtained by a Lender of any Class as a
result of the extension by Lenders of the maturity date or expiration date of some but not all
Loans or Revolving Commitments of that Class or any increase in the Applicable Rate in respect of
Loans of Lenders that have consented to any such extension. The Borrower consents to the foregoing
and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the




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foregoing arrangements may exercise against the Borrower rights of
setoff and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation.




          (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of the Lenders or the
Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may
assume that the Borrower has made such payment on such date in accordance herewith and may, in
reliance upon such assumption and in its sole discretion, distribute to the Lenders or Issuing
Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or Issuing Banks, as the case may be, severally agrees to repay
to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing
Bank with interest thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal
Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.




          SECTION
2.19. Mitigation Obligations; Replacement of Lenders.




          (a) If any Lender requests compensation under Section 2.15, or if the Borrower is required to
pay any additional amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section 2.17 or any event gives rise to the operation of Section 2.24, then such Lender
shall use reasonable efforts (and at the expense of the Borrower) to designate a different lending
office for funding or booking its Loans hereunder or its participation in any Letter of Credit
affected by such event, or to assign and delegate its rights and obligations hereunder to another
of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or
assignment and delegation (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or
2.17 or mitigate the applicability of Section 2.24, as the case may be, and (ii) would not subject
such Lender to any unreimbursed cost or expense reasonably deemed by such Lender to be material and
would not be disadvantageous in any material economic, legal or regulatory respect to, such Lender.




          (b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section
2.24, (ii) the Borrower is required to pay any additional amount to any Lender or to any
Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender
is a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate at par, without
recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under this Agreement and the other Loan Documents to an Eligible
Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment and delegation); provided that (A) the Borrower shall have received the
prior written consent of the Administrative Agent to the extent such consent would be required
under Section 9.04(b) for an assignment of Loans or Commitments, as applicable (and if a Revolving
Commitment is being assigned and delegated, each Principal Issuing Bank and each Swingline Lender),
which consents, in each case, shall not unreasonably be withheld or delayed, (B) such Lender shall
have received payment of an amount equal to the outstanding principal of its Loans and unreimbursed
participations in LC Disbursements and Swingline Loans, accrued but unpaid interest thereon,
accrued but unpaid fees and all other amounts payable to it hereunder from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts), (C) the Borrower or such assignee shall have paid (unless waived) to the
Administrative Agent the processing and recordation fee specified in Section 9.04(b)(ii) and (D) in
the case of any such assignment resulting from a claim for compensation under Section 2.15, or
payments required to be




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made pursuant to Section 2.17 or a notice given under Section 2.24, such
assignment will result in a material reduction in such compensation or payments. A Lender shall not
be required to make any such assignment and delegation if, prior thereto, as a result of a waiver
by such Lender or otherwise (including as a result of any action taken by such Lender under
paragraph (a) above), the circumstances entitling the Borrower to require such assignment and
delegation cease to apply. Each party hereto agrees that an assignment required pursuant to this
paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the
Administrative Agent and the assignee and that the Lender required to make such assignment need not
be a party thereto.




          SECTION 2.20. Incremental Credit Extensions.




          (a) (i) At any time and from time to time after the Effective Date, subject to the terms and
conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly make available to each of the Lenders), request to effect one
or more additional revolving credit facility tranches (“Incremental Revolving Loans” and,
the Commitments with respect thereto, the “Incremental Revolving Commitments”) or increases
in the aggregate amount of the Revolving Commitments (each such increase, a “Revolving Commitment
Increase”; together with the Incremental Revolving Loans (and the Incremental Revolving
Commitments with respect thereto), “Incremental Revolving Facilities”) from Additional
Revolving Lenders; provided that at the time of each such request and upon the
effectiveness of each Incremental Revolving Facility Amendment, (A) no Event of Default shall have
occurred and be continuing or shall result therefrom, (B) the Borrower shall have delivered a
certificate of a Financial Officer to the effect set forth in clause (A) above, together with
reasonably detailed calculations demonstrating compliance with clause (y) of the definition of
“Incremental Cap” below to the extent applicable, (C) in the case of Incremental Revolving Loans,
the maturity date of such Incremental Revolving Loans shall be no earlier than 91 days after the
Initial Revolving Maturity Date, (D) in the case of any Revolving Commitment Increase shall require
no scheduled amortization or mandatory commitment reduction prior to the Revolving Maturity Date
and such Revolving Commitment Increase shall be on the same terms governing the Revolving
Commitments pursuant to this Agreement, (E) any Incremental Revolving Facility shall be secured by
the Collateral on a pari passu or (at the option of the Borrower) junior basis
with, and have the same guarantees as, the Loans, (F) the interest rate margins and maturity
applicable to any Incremental Revolving Loans shall be determined by the Borrower and the lenders
thereunder; provided that, prior to the second anniversary of the Effective Date, in the
event that the interest rate margins for such Incremental Revolving Loans (which shall be
calculated to be equal to the sum of (x) the margin above the LIBO Rate on such Incremental
Revolving Loans (which shall be increased by the amount that any “LIBO floor” applicable to such
Incremental Revolving Loans on the date such Incremental Revolving Loans are made would exceed the
LIBO Rate that would be in effect for a three-month Interest Period commencing on such date) and
(y) if such Incremental Revolving Loans are initially made at a discount or the Lenders making the
same receive a fee directly or indirectly from Holdings, any Intermediate Parent, the Borrower or
any Restricted Subsidiary for doing so (the amount of such discount or fee, expressed as a
percentage of the Incremental Revolving Loans, as applicable, being referred to herein as
“OID”), the amount of such OID divided by four) exceed by more than 50 basis points the
interest rate margins for the Revolving Loans (which shall be calculated to be the sum of (A) the
Applicable Rate then in effect for Eurocurrency Revolving Loans increased by the amount that any
“LIBO floor” applicable to such Eurocurrency Revolving Loans on such date would exceed the LIBO
Rate that would be in effect for a three-month Interest Period commencing on such date)
plus (B) the amount of OID initially paid in respect of such Revolving Loans divided by
four) then the Applicable Rate for the Revolving Loans shall be increased to the extent necessary
so that such interest rate margins are equal to the interest rate margins for such Incremental
Revolving Loans minus 50 basis points; and (G) any Incremental Revolving Facility Amendment shall
be on the terms and pursuant to documentation





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to be determined by the Borrower and the Additional
Revolving Lenders with respect to the applicable Incremental Revolving Facilities; provided
that to the extent such terms and documentation are not consistent with this Agreement (except to
the extent permitted by clause (C) or (F) above), they shall be reasonably satisfactory to the
Administrative Agent; provided, further, that no Issuing Bank or Swingline Lender
shall be required to act as “issuing bank” or “swingline lender” under any such Incremental
Revolving Facility without its written consent. Notwithstanding anything to contrary herein, at the
time of effectiveness of any given Incremental Revolving Facility, the sum of (i) the aggregate
principal amount of the Incremental Revolving Facilities entered into after the Effective Date,
(ii) the aggregate principal amount of all Term Commitment Increases incurred after the Effective
Date and (iii) the aggregate principal amount of all Additional Notes issued after the Effective
Date pursuant to Section 6.01(a)(xxiii) shall not exceed the sum of (x) $250,000,000 and (y) up to
an additional amount such that at the time of such incurrence and after giving effect thereto on a
Pro Forma Basis, the Net Senior Secured Leverage Ratio is less than or equal to 4.50 to 1.00
(provided that (i) for purposes of calculating the Net Senior Secured Leverage Ratio any
Incremental Revolving Facility being entered into shall be assumed to be fully drawn and (ii)
Incremental Revolving Facilities shall not exceed $100,000,000 in the
aggregate) (the “Incremental Cap”). Each Incremental Revolving Facility shall be in a
minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof;
provided that such amount may be less than $10,000,000 if such amount represents all the
remaining availability under the aggregate principal amount of Incremental Revolving Facilities set
forth above. For the avoidance of doubt, no Lender shall be required to provide any such
Incremental Revolving Facility.




          (ii) At any time and from time to time after the Effective Date, subject to the terms and
conditions set forth herein, the Borrower may, by notice to the Administrative Agent (whereupon the
Administrative Agent shall promptly make available to each of the Lenders), request to effect one
or more additional tranches of terms loans hereunder or increases in the aggregate amount of the
Term Commitments which shall take the form of an additional tranche of term loans hereunder (each
such tranche or increase, a “Term Commitment Increase” and, the Loans with respect thereto,
“Incremental Term Loans”) from one or more Additional Term Lenders; provided that
at the time of each such request and upon the effectiveness of each Incremental Term Facility
Amendment, (A) no Event of Default shall have occurred and be continuing or shall result therefrom,
(B) the Borrower shall have delivered a certificate of a Financial Officer to the effect set forth
in clause (A) above, together with reasonably detailed calculations demonstrating compliance with
clause (y) of the definition of “Incremental Cap” above to the extent applicable above, (C) the
maturity date of any term loans incurred pursuant to such Term Commitment Increase shall not be
earlier than 91 days after the Initial Term Maturity Date and the Weighted Average Life to Maturity
shall be no shorter than the remaining Weighted Average Life to Maturity of the Term Loans, (D) the
Incremental Term Loans shall be secured by the Collateral on a pari passu or junior basis with, and
have the same guarantees as, the Loans, (E) the interest rate margins and, subject to clause (C),
the amortization schedule for any Incremental Term Loans shall be determined by the Borrower and
the Additional Term Lenders with the applicable Term Commitment Increases; provided that,
prior to the second anniversary of the Effective Date, in the event that the interest rate margins
for any Incremental Term Loans (which shall be calculated to be equal to the sum of (x) the margin
above the LIBO Rate on such Incremental Term Loans (which shall be increased by the amount that any
“LIBO floor” applicable to such Incremental Term Loans on the date such Incremental Term Loans are
made would exceed the LIBO Rate (without giving effect to the last sentence of the definition of
such term) that would be in effect for a three-month Interest Period commencing on such date) and
(y) if such Incremental Term Loans are initially made with OID or the Lenders making the same
receive a fee directly or indirectly from Holdings, any Intermediate Parent, the Borrower or any
Restricted Subsidiary for doing so, the amount of such OID divided by four) exceed by more than 50
basis points the interest rate margins for the Term Loans (which shall be calculated to be the sum
of (A) the Applicable Rate then in effect for Eurocurrency







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Term Loans increased by the amount that
any “LIBO floor” applicable to such Eurocurrency Term Loans on such date would exceed the LIBO Rate
that would be in effect for a three-month Interest Period commencing on such date) plus (B)
the amount of OID initially paid in respect of such Term Loans divided by four), then the
Applicable Rate for the Term Loans shall be increased to the extent necessary so that such interest
rate margins are equal to the interest rate margins for such Incremental Term Loans minus 50 basis
points; (F) any Incremental Term Facility Amendment shall be on the terms and pursuant to
documentation to be determined by the Borrower and the Additional Term Lenders with respect to the
applicable Term Commitment Increases; provided that to the extent such terms and
documentation are not consistent with this Agreement (except to the extent permitted by clauses (C)
or (E) above), they shall be reasonably satisfactory to the Administrative Agent. Notwithstanding
anything to contrary herein, at the time of effectiveness of any given Term Commitment Increase,
the sum of (i) the aggregate principal amount of the Term Commitment Increases incurred after the
Effective Date, (ii) the aggregate principal amount of all Incremental Revolving Facilities entered
into after the Effective Date and (iii) the aggregate principal amount of all Additional Notes
issued after the Effective Date pursuant to Section 6.01(a)(xxiii) shall not exceed the Incremental
Cap. Each Term Commitment Increase shall be in a minimum principal amount of
$10,000,000 and integral multiples of $1,000,000 in excess thereof; provided that such
amount may be less than $10,000,000 if such amount represents all the remaining availability under
the aggregate principal amount of Term Commitment Increases set forth above. For the avoidance of
doubt, no Lender shall be required to provide any such Incremental Term Loan.




          (b) (i) Each notice from the Borrower pursuant to this Section shall set forth the requested
amount of the relevant Incremental Revolving Loan, Revolving Commitment Increase or Term Commitment
Increase.




          (ii) Commitments in respect of any Incremental Revolving Loan or Revolving Commitment Increase
shall become Commitments (or in the case of any Revolving Commitment Increase to be provided by an
existing Revolving Lender, an increase in such Revolving Lender’s Revolving Commitment) under this
Agreement pursuant to an amendment (an “Incremental Revolving Facility Amendment”) to this
Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, such Additional
Revolving Lender and the Administrative Agent. Incremental Revolving Loans and Revolving Commitment
Increases may be provided, subject to the prior written consent of the Borrower (such consent not
to be unreasonably withheld), by any existing Lender (it being understood that no existing Lender
shall have the right to participate in any Incremental Revolving Facility or, unless it agrees, be
obligated to provide any Incremental Revolving Loan or Revolving Commitment Increase) or by any
Additional Revolving Lender. An Incremental Revolving Facility Amendment may, without the consent
of any other Lenders, effect such amendments to any Loan Documents as may be necessary or
appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of
this Section. The effectiveness of any Incremental Revolving Facility Amendment shall, unless
otherwise agreed to by the Administrative Agent and the Additional Revolving Lenders, be subject to
the satisfaction on the date thereof (each, an “Incremental Revolving Facility Closing
Date”) of each of the conditions set forth in Section 4.02 (it being understood that all
references to “the date of such Borrowing” in Section 4.02 shall be deemed to refer to the
Incremental Revolving Facility Closing Date) and, to the extent reasonably requested by the
Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions,
officers’ certificates, amendments to Security Documents and/or reaffirmation agreements consistent
with those delivered on the Effective Date under Section 4.01 (other than changes to such legal
opinions resulting from a change in law, change in fact or change to counsel’s form of opinion
reasonably satisfactory to the Administrative Agent).




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          (iii) Commitments in respect of any Term Commitment Increase shall become Commitments under
this Agreement pursuant to an amendment (an “Incremental Term Facility Amendment”) to this
Agreement and, as appropriate, the other Loan Documents executed by the Borrower, such Additional
Term Lender and the Administrative Agent. Term Commitment Increases may be provided, subject to the
prior written consent of the Borrower (such consent not to be unreasonably withheld), by any
existing Lender (it being understood that no existing Lender shall have any right to participate in
any Term Commitment Increase or, unless it agrees, be obligated to provide any Term Commitment
Increases) or by any Additional Term Lender. An Incremental Term Facility Amendment may, without
the consent of any other Lenders, effect such amendments to any Loan Documents as may be necessary
or appropriate, in the reasonable opinion of the Administrative Agent, to effect the provisions of
this Section. The effectiveness of any Incremental Term Facility Amendment shall, unless otherwise
agreed to by the Administrative Agent and the Additional Term Lenders, be subject to the
satisfaction on the date thereof (each, an “Incremental Term Facility Closing Date”) of
each of the conditions set forth in Section 4.02 (it being understood that all references to “the
date of such Borrowing” in Section 4.02 shall be deemed to refer to the Incremental Term Facility
Closing Date) and, to the extent reasonably requested by the Administrative Agent, receipt by the
Administrative Agent of legal opinions, board resolutions, officers’ certificates, amendments to Security Documents and/or reaffirmation agreements
consistent with those delivered on the Effective Date under Section 4.01 (other than changes to
such legal opinions resulting from a change in law, change in fact or change to counsel’s form of
opinion reasonably satisfactory to the Administrative Agent).




          (c) (i) Upon each Revolving Commitment Increase pursuant to this Section, each Revolving
Lender immediately prior to such increase will automatically and without further act be deemed to
have assigned to each Additional Revolving Lender providing a portion of such Revolving Commitment
Increase (each a “Revolving Commitment Increase Lender”), and each such Revolving
Commitment Increase Lender will automatically and without further act be deemed to have assumed, a
portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and
Swingline Loans such that, after giving effect to such Revolving Commitment Increase and each such
deemed assignment and assumption of participations, the percentage of the aggregate outstanding (A)
participations hereunder in Letters of Credit and (B) participations hereunder in Swingline Loans
held by each Revolving Lender (including each such Revolving Commitment Increase Lender) will equal
such Revolving Lender’s Applicable Percentage. Any Revolving Loans outstanding immediately prior to
the date of such Revolving Commitment Increase that are Eurocurrency Loans will (except to the
extent otherwise repaid in accordance herewith) continue to be held by, and all interest thereon
will continue to accrue for the accounts of, the Revolving Lenders holding such Loans immediately
prior to the date of such Revolving Commitment Increase, in each case until the last day of the
then-current Interest Period applicable to any such Loan, at which time it will be repaid or
refinanced with new Revolving Loans made pursuant to Section 2.01 in accordance with the Applicable
Percentages of the Revolving Lenders after giving effect to the Revolving Commitment Increase;
provided, however, that upon the occurrence of any Event of Default, each Revolving
Commitment Increase Lender will promptly purchase (for cash at face value) assignments of portions
of such outstanding Revolving Loans of other Revolving Lenders so that, after giving effect
thereto, all Revolving Loans that are Eurocurrency Loans are held by the Revolving Lenders in
accordance with their then-current Applicable Percentages. Any such assignments shall be effected
in accordance with the provisions of Section 9.04; provided that the parties hereto hereby
consent to such assignments and the minimum assignment amounts and processing and recordation fee
set forth in Section 9.04(b)(ii) shall not apply thereto. If there are any ABR Revolving Loans
outstanding on the date of such Revolving Commitment Increase, such Loans shall either be prepaid
by the Borrower on such date or refinanced on such date (subject to satisfaction of applicable
borrowing conditions) with Revolving Loans made on such date by the Revolving Lenders (including
the Revolving Commitment Increase




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Lenders) in accordance with their Applicable Percentages. In
order to effect any such refinancing, (i) each Revolving Commitment Increase Lender will make ABR
Revolving Loans to the Borrower by transferring funds to the Administrative Agent in an amount
equal to the aggregate outstanding amount of such Loans of such Type times a percentage obtained by
dividing the amount of such Revolving Commitment Increase Lender’s Revolving Commitment Increase by
the aggregate amount of the Revolving Commitments (after giving effect to the Revolving Commitment
Increase on such date) and (ii) such funds will be applied to the prepayment of outstanding ABR
Revolving Loans held by the Revolving Lenders other than the Revolving Commitment Increase Lenders,
and transferred by the Administrative Agent to the Revolving Lenders other than the Revolving
Commitment Increase Lenders, in such amounts so that, after giving effect thereto, all ABR
Revolving Loans will be held by the Revolving Lenders in accordance with their then-current
Applicable Percentages. On the date of such Revolving Commitment Increase, the Borrower will pay to
the Administrative Agent, for the accounts of the Revolving Lenders receiving such prepayments,
accrued and unpaid interest on the principal amounts of their Revolving Loans being prepaid. The
Administrative Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing
and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the
transactions effected pursuant to the immediately preceding sentence.




          (ii) Upon each Term Commitment Increase pursuant to this Section, each Additional Term Lender
shall make an Incremental Term Loan to the Borrower in a principal amount equal to such Lender’s
Term Commitment Increase. Any such term loan shall be a “Term Loan” for all purposes of this
Agreement and the other Loan Documents.




          (d) This Section 2.20 shall supersede any provisions in Section 2.18 or Section 9.02 to the
contrary.




          SECTION 2.21. Refinancing Amendments.




          (a) At any time after the Effective Date, the Borrower may obtain, from any Lender or any
Additional Lender, Credit Agreement Refinancing Indebtedness in respect of (a) all or any portion
of the Term Loans then outstanding under this Agreement (which for purposes of this clause (a) will
be deemed to include any then outstanding Other Term Loans or Extended Term Loans ) or (b) all or
any portion of the Revolving Loans (or unused Revolving Commitments) under this Agreement (which
for purposes of this clause (b) will be deemed to include any then outstanding Other Revolving
Loans, Other Revolving Commitments, Extended Revolving Loans and Extended Revolving Commitments),
in the form of (x) Other Term Loans or Other Term Commitments or (y) Other Revolving Loans or Other
Revolving Commitments, as the case may be, in each case pursuant to a Refinancing Amendment. Any
such Credit Agreement Refinancing Indebtedness and all obligations in respect thereto shall be Loan
Document Obligations that are secured by the Collateral on a pari passu or (an the
option of the Borrower) junior basis with all other applicable Loan Document Obligations. The
effectiveness of any Refinancing Amendment shall be subject to the satisfaction on the date thereof
of each of the conditions set forth in Section 4.02 and, to the extent reasonably requested by the
Administrative Agent, receipt by the Administrative Agent of legal opinions, board resolutions,
officers’ certificates, amendments to Security Documents and/or reaffirmation agreements consistent
with those delivered on the Effective Date under Section 4.01 (other than changes to such legal
opinions resulting from a change in law, change in fact or change to counsel’s form of opinion
reasonably satisfactory to the Administrative Agent). Each Class of Credit Agreement Refinancing
Indebtedness incurred under this Section 2.21 shall be in an aggregate principal amount that is (x)
not less than $10,000,000 in the case of Other Term Loans or $10,000,000 in the case of Other
Revolving Loans and (y) an integral multiple of $1,000,000 in excess thereof. Any Refinancing
Amendment may provide for the issuance of Letters of Credit for the account of the Company,




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or the provision to the Company of Swingline Loans, pursuant to any Other Revolving Commitments
established thereby, in each case on terms substantially equivalent to the terms applicable to
Letters of Credit and Swingline Loans under the Revolving Commitments. The Administrative Agent
shall promptly notify each Lender as to the effectiveness of each Refinancing Amendment. Each of
the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this
Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the
existence and terms of the Credit Agreement Refinancing Indebtedness incurred pursuant thereto
(including any amendments necessary to treat the Loans and Commitments subject thereto as Other
Term Loans, Other Revolving Loans, Other Revolving Commitments and/or Other Term Commitments and as
a separate “Tranche” and “Class” of Loans and Commitments hereunder). Any Refinancing Amendment
may, without the consent of any other Lenders, effect such amendments to this Agreement and the
other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the
Administrative Agent and the Borrower, to effect the provisions of this Section 2.21. In addition,
if so provided in the relevant Refinancing Amendment and with the consent of each Issuing Bank,
participations in Letters of Credit expiring on or after the Initial Revolving Maturity Date shall
be reallocated from Lenders holding Revolving Commitments to Lenders holding Other Revolving
Commitments in accordance with the terms of such Refinancing Amendment; provided,
however, that such participation interests shall, upon receipt thereof by the relevant
Lenders holding Revolving Commitments, be deemed to be participation interests in respect
of such Revolving Commitments and the terms of such participation interests (including, without
limitation, the commission applicable thereto) shall be adjusted accordingly.




          (b) This Section 2.21 shall supersede any provisions in Section 2.18 or Section 9.02 to the
contrary.




          SECTION 2.22. Maturity Extension.




          (a) Notwithstanding anything to the contrary in this Agreement, pursuant to one or more offers
(each, an “Extension Offer”) made from time to time by the Borrower to all Lenders of Term
Loans with a like maturity date or Revolving Commitments with a like maturity date, in each case on
a pro rata basis (based on the aggregate outstanding principal amount of the respective Term Loans
or Revolving Commitments with a like maturity date, as the case may be) and on the same terms to
each such Lender, the Borrower is hereby permitted to consummate from time to time transactions
with individual Lenders that accept the terms contained in such Extension Offers to extend the
maturity date of each such Lender’s Term Loans and/or Revolving Commitments and otherwise modify
the terms of such Term Loans and/or Revolving Commitments pursuant to the terms of the relevant
Extension Offer (including, without limitation, by increasing or decreasing the interest rate or
fees payable in respect of such Term Loans and/or Revolving Commitments (and related outstandings)
and/or modifying the amortization schedule in respect of such Lender’s Term Loans) (each, an
“Extension”), so long as the following terms are satisfied: (i) no Default or Event of
Default shall have occurred and be continuing at the time the offering document in respect of an
Extension Offer is delivered to the Lenders or after giving effect to such Extension, (ii) except
as to interest rates, fees and final maturity (which shall be determined by the Borrower and set
forth in the relevant Extension Offer), the Revolving Commitment of any Revolving Lender that
agrees to an Extension with respect to such Revolving Commitment (an “Extending Revolving
Lender”) extended pursuant to an Extension (an “Extended Revolving Commitment”), and
the related outstandings, shall be a Revolving Commitment (or related outstandings, as the case may
be) with the same terms as the original Revolving Commitments being extended (and related
outstandings); provided that (1) the borrowing and repayment (except for (A) payments of
interest and fees at different rates on Extended Revolving Commitments (and related outstandings),
(B) repayments required upon the maturity date of the non-extending Revolving Commitments and (C)
repayment made in connection with a permanent




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repayment and termination of commitments) of Loans
with respect to Extended Revolving Commitments after the applicable Extension date shall be made on
a pro rata basis with all other Revolving Commitments, (2) the permanent repayment of Revolving
Loans with respect to, and termination of, Extended Revolving Commitments after the applicable
Extension date shall be made on a pro rata basis with all other Revolving Commitments, except that
the Borrower shall be permitted to permanently repay and terminate commitments of any such Class on
a better than a pro rata basis as compared to any other Class with a later maturity date than such
Class and (3) assignments and participations of Extended Revolving Commitments and Extended
Revolving Loans shall be governed by the same assignment and participation provisions applicable to
Revolving Commitments and Revolving Loans so extended, (iii) except as to interest rates, fees,
amortization, final maturity date, premium, required prepayment dates and participation in
prepayments (which shall, subject to immediately succeeding clauses (iv), (v) and (vi), be
determined between the Borrower and the Extending Term Lenders and be set forth in the relevant
Extension Offer), the Term Loans of any Term Lender that agrees to an Extension with respect to
such Term Loans (an “Extending Term Lender”) extended pursuant to any Extension
(“Extended Term Loans”) shall have the same terms as the tranche of Term Loans subject to
such Extension Offer, (iv) the final maturity date of any Extended Term Loans shall be no earlier
than the Latest Maturity Date, (v) the Weighted Average Life to Maturity of any Extended Term Loans
shall be no shorter than the remaining Weighted Average
Life to Maturity of the Term Loans extended thereby, (vi) any Extended Term Loans may
participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata
basis) in any voluntary or mandatory repayments or prepayments hereunder, in each case as specified
in the respective Extension Offer, (vii) if the aggregate principal amount of Term Loans
(calculated on the face amount thereof) or Revolving Commitments, as the case may be, in respect of
which Term Lenders or Revolving Lenders, as the case may be, shall have accepted the relevant
Extension Offer shall exceed the maximum aggregate principal amount of Term Loans or Revolving
Commitments, as the case may be, offered to be extended by the Borrower pursuant to such Extension
Offer, then the Term Loans or Revolving Loans, as the case may be, of such Term Lenders or
Revolving Lenders, as the case may be, shall be extended ratably up to such maximum amount based on
the respective principal amounts (but not to exceed actual holdings of record) with respect to
which such Term Lenders or Revolving Lenders, as the case may be, have accepted such Extension
Offer, (viii) all documentation in respect of such Extension shall be consistent with the
foregoing, (ix) any applicable Minimum Extension Condition shall be satisfied unless waived by the
Borrower and (x) at no time shall there be (A) Revolving Commitments hereunder which have more than
three different maturity dates and (B) Term Loans hereunder which have more than five different
maturity dates, unless, in either case, the Administrative Agent agrees to permit additional
maturity dates. For the avoidance of doubt, no Lender shall be required to participate in any
Extension.




          (b) With respect to all Extensions consummated by the Borrower pursuant to this Section, (i)
such Extensions shall not constitute voluntary or mandatory payments or prepayments for purposes of
Section 2.11 and (ii) no Extension Offer is required to be in any minimum amount or any minimum
increment; provided that the Borrower may at its election specify as a condition (a
“Minimum Extension Condition”) to consummating any such Extension that a minimum amount (to
be determined and specified in the relevant Extension Offer in the Borrower’s sole discretion and
may be waived by the Borrower) of Term Loans or Revolving Commitments (as applicable) of any or all
applicable tranches be tendered. The Administrative Agent and the Lenders hereby consent to the
transactions contemplated by this Section (including, for the avoidance of doubt, payment of any
interest, fees or premium in respect of any Extended Term Loans and/or Extended Revolving
Commitments on the such terms as may be set forth in the relevant Extension Offer) and hereby waive
the requirements of any provision of this Agreement or any other Loan Document that may otherwise
prohibit any such Extension or any other transaction contemplated by this Section.




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          (c) No consent of any Lender or the Administrative Agent shall be required to effectuate any
Extension, other than (A) the consent of each Lender agreeing to such Extension with respect to one
or more of its Term Loans and/or Revolving Commitments (or a portion thereof) and (B) with respect
to any Extension of the Revolving Commitments, the consent of the Issuing Bank and Swingline
Lender. All Extended Term Loans, Extended Revolving Loans, Extended Revolving Commitments and all
obligations in respect thereof shall be Loan Document Obligations that are secured by the
Collateral on a pari passu basis with all other applicable Loan Document Obligations. Each of the
parties hereto hereby agrees that the Administrative Agent and the Borrower may, without the
consent of any Lender, effect such amendments to this Agreement and the other Loan Documents as may
be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the
Borrower, to effect the provisions of this Section and any Extension (including any amendments
necessary to treat the Loans and Commitments subject thereto as Extended Term Loans, Extended
Revolving Loans and/or Extended Revolving Commitments and as a separate “Tranche” and “Class”
hereunder of Loans and Commitments, as the case may be). In addition, if so provided in such
amendment and with the consent of each Issuing Bank and the Swingline Lender, as applicable,
participations in Letters of Credit and Swingline Loans expiring on or after the Revolving Maturity
Date in respect of Revolving Loans and Revolving Commitments shall be re-allocated from Lenders
holding Revolving Commitments to Lenders holding Extended Revolving
Commitments in accordance with the terms of such amendment; provided that such
participation interests shall, upon receipt thereof by the relevant Lenders holding Revolving
Commitments, be deemed to be participation interests in respect of such Revolving Commitments and
the terms of such participation interests (including, without limitation, the commission applicable
thereto) shall be adjusted accordingly.




          (d) In connection with any Extension, the Borrower shall provide the Administrative Agent at
least 10 Business Days (or such shorter period as may be agreed by the Administrative Agent) prior
written notice thereof, and shall agree to such procedures (including, without limitation,
regarding timing, rounding and other adjustments and to ensure reasonable administrative management
of the credit facilities hereunder after such Extension), if any, as may be established by, or
acceptable to, the Administrative Agent, in each case acting reasonably to accomplish the purposes
of this Section.




          SECTION 2.23. Defaulting Lenders.




          (a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement,
if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a
Defaulting Lender, to the extent permitted by applicable law:





     (i) Waivers and Amendments. Such Defaulting Lender’s right to approve or
disapprove any amendment, waiver or consent with respect to this Agreement shall be
restricted as set forth in Section 9.02.




     (ii) Reallocation of Payments. Any payment of principal, interest, fees or
other amounts received by the Administrative Agent for the account of that Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise, and
including any amounts made available to the Administrative Agent by that Defaulting Lender
pursuant to Section 9.08), shall be applied at such time or times as may be determined by
the Administrative Agent as follows: first, to the payment of any amounts owing by
that Defaulting Lender to the Administrative Agent hereunder; second, in the case of
a Revolving Lender, to the payment on a pro rata basis of any amounts owing by that
Defaulting Lender to each Issuing Bank and the Swingline Lender hereunder; third, if
so determined by the Borrower (so long as no Default or Event of Default exists), to the
funding of any Loan in respect of which that Defaulting Lender



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has failed to fund its
portion thereof as required by this Agreement, as determined by the Administrative Agent;
fourth, in the case of a Revolving Lender, if so determined by the Administrative
Agent and the Borrower, to be held in an interest bearing deposit account and released in
order to satisfy obligations of that Defaulting Lender to fund Loans under this Agreement;
fifth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the
Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained
by any Lender, such Issuing Bank or the Swingline Lender against that Defaulting Lender as a
result of that Defaulting Lender’s breach of its obligations under this Agreement;
sixth, so long as no Default or Event of Default exists, to the payment of any
amounts owing to the Borrower as a result of any judgment of a court of competent
jurisdiction obtained by the Borrower or any other Loan Party against that Defaulting Lender
as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and
seventh, to that Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if such payment is a payment of the principal amount of
any Loans or LC Disbursements and such Lender is a Defaulting Lender under clause (a) of the
definition thereof, such payment shall be applied solely to pay the relevant Loans of, and
LC Disbursements owed to, the relevant non-Defaulting Lenders on a pro rata basis prior to
being applied pursuant to Section 2.05(j). Any payments, prepayments or other amounts paid
or payable to a Defaulting
Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post
cash collateral pursuant to Section 2.05(j) shall be deemed paid to and redirected by that
Defaulting Lender, and each Lender irrevocably consents hereto.




     (iii) Certain Fees. That Defaulting Lender (x) shall not be entitled to receive
or accrue any commitment fee pursuant to Section 2.12(a) for any period during which that
Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee
that otherwise would have been required to have been paid to that Defaulting Lender) and (y)
shall be limited in its right to receive Letter of Credit fees as provided in Section
2.12(b).




     (iv) Reallocation of Applicable Percentages to Reduce Fronting Exposure. During
any period in which there is a Defaulting Lender, for purposes of computing the amount of
the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in
Swingline Loans and Letters of Credit pursuant to Sections 2.04 and 2.05, the “Applicable
Percentage” of each non-Defaulting Lender shall be computed without giving effect to the
Revolving Commitment of that Defaulting Lender; provided that the aggregate
obligation of each non-Defaulting Lender to acquire, refinance or fund participations in
Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of
(1) the Revolving Commitment of that non-Defaulting Lender minus (2) the aggregate
principal amount of the Revolving Loans of that Lender.



          (b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, Swingline
Lender and each Issuing Bank agree in writing in their sole discretion that a Defaulting Lender
should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the
parties hereto, whereupon as of the effective date specified in such notice and subject to any
conditions set forth therein (which may include arrangements with respect to any cash collateral),
such Lender will, to the extent applicable, purchase that portion of outstanding Loans of the other
Lenders or take such other actions as the Administrative Agent may determine to be necessary to
cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to
be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages (without
giving effect to Section 2.23(a)(iv)), whereupon that Lender will cease to be a Defaulting Lender;
provided that no adjustments will be made retroactively with respect to fees accrued or
payments made by or on behalf of the Borrower while that Lender was a




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Defaulting Lender; and
provided, further, that except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting
Lender.




          SECTION 2.24. Illegality. If any Lender determines that any law has made it unlawful,
or that any Governmental Authority has asserted that it is unlawful, for any Lender to make,
maintain or fund Loans whose interest is determined by reference to the Adjusted LIBO Rate, or to
determine or charge interest rates based upon the Adjusted LIBO Rate, then, on notice thereof by
such Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to
make or continue Eurocurrency Loans or to convert ABR Loans to Eurocurrency Loans shall be
suspended and (ii) if such notice asserts the illegality of such Lender making or maintaining ABR
Loans the interest rate on which is determined by reference to the Adjusted LIBO Rate component of
the Alternate Base Rate, the interest rate on such ABR Loans of such Lender shall, if necessary to
avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted
LIBO Rate component of the Alternate Base Rate, in each case until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, (x) the Borrower shall, upon three Business Days’ notice
from such Lender (with a copy to the Administrative Agent), prepay or,
if applicable, convert all Eurocurrency Loans denominated in dollars of such Lender to ABR
Loans (the interest rate on which ABR Loans of such Lender shall, if necessary to avoid such
illegality, be determined by the Administrative Agent without reference to the Adjusted LIBO Rate
component of the Alternate Base Rate), either on the last day of the Interest Period therefor, if
such Lender may lawfully continue to maintain such Eurocurrency Loans to such day, or immediately,
if such Lender may not lawfully continue to maintain such Eurocurrency Loans, and (y) if such
notice asserts the illegality of such Lender determining or charging interest rates based upon the
Adjusted LIBO Rate, the Administrative Agent shall during the period of such suspension compute the
Alternate Base Rate applicable to such Lender without reference to the Adjusted LIBO Rate component
thereof until the Administrative Agent is advised in writing by such Lender that it is no longer
illegal for such Lender to determine or charge interest rates based upon the Adjusted LIBO Rate.
Each Lender agrees to notify the Administrative Agent and the Borrower in writing promptly upon
becoming aware that it is no longer illegal for such Lender to determine or charge interest rates
based upon the Adjusted LIBO Rate. Upon any such prepayment or conversion, the Borrower shall also
pay accrued interest on the amount so prepaid or converted.




ARTICLE III




Representations and Warranties



          Each of Holdings and the Borrower represents and warrants to the Lenders that:




          SECTION 3.01. Organization; Powers. Each of Holdings, the Borrower and the Restricted
Subsidiaries is duly organized and validly existing under the laws of the jurisdiction of its
organization, has the corporate or other organizational power and authority to carry on its
business as now conducted and as proposed to be conducted and to execute, deliver and perform its
obligations under each Loan Document to which it is a party and to effect the Transactions and,
except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required to the extent such concept
exists in such jurisdiction.




          SECTION 3.02. Authorization; Enforceability. The Transactions to be entered into by
each Loan Party have been duly authorized by all necessary corporate or other action and, if
required,




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action by the holders of such Loan Party’s Equity Interests. This Agreement has been duly
executed and delivered by each of Holdings and the Borrower and constitutes, and each other Loan
Document to which any Loan Party is to be a party, when executed and delivered by such Loan Party,
will constitute, a legal, valid and binding obligation of Holdings, the Borrower or such Loan
Party, as the case may be, enforceable against it in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.




          SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not
require any consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and effect,
except as required by the Defense Security Service, and except filings necessary to perfect Liens
created under the Loan Documents, (b) will not violate (i) the Organizational Documents of, or (ii)
any Requirements of Law applicable to, Holdings, the Borrower or any Restricted Subsidiary, (c)
will not violate or result in a default under any indenture or other agreement or instrument
binding upon Holdings, the Borrower or any Restricted Subsidiary or their respective assets, or
give rise to a right thereunder to require any payment, repurchase or redemption to be made by
Holdings, the Borrower or any Restricted Subsidiary, or give rise
to a right of, or result in, termination, cancellation or acceleration of any obligation
thereunder and (d) will not result in the creation or imposition of any Lien on any asset of
Holdings, the Borrower or any Restricted Subsidiary, except Liens permitted under Section 6.02, and
except (in the case of each of clauses (a), (b)(ii) and (c)) to the extent any of the foregoing, as
the case may be, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect.




          SECTION 3.04. Financial Condition; No Material Adverse Effect.




          (a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein and (ii)
fairly present in all material respects the financial condition of the Borrower and its
subsidiaries as of the date thereof and their results of operations for the period covered thereby
in accordance with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein.




          (b) The unaudited consolidated balance sheet of the Borrower and its subsidiaries dated March
31, 2011 and the related consolidated statements of income or operations, shareholders’ equity and
cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise expressly noted
therein, and (ii) fairly present in all material respects the financial condition of the Borrower
and its subsidiaries as of the date thereof and their results of operations for the period covered
thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal
year-end audit adjustments.




          (c) Holdings has heretofore furnished to the Lenders the consolidated pro forma balance sheet
of the Borrower and its Subsidiaries as at March 31, 2011, and the related consolidated pro forma
statement of income of the Borrower as of and for the twelve-month period then ended (such pro
forma balance sheet and statement of income, the “Pro Forma Financial Statements”), which
have been prepared giving effect to the Transactions, the other transactions related thereto and
any other transactions that would be required to be given pro forma effect by Regulation S-X for a
Form S-1 registration statement under the Securities Act of 1933, as amended, and such other
adjustments as shall be agreed between the Borrower and the Joint Bookrunners (excluding the impact
of purchase accounting effects



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required by GAAP) as if such transactions had occurred on such date
or at the beginning of such period, as the case may be.




          (d) Since June 30, 2010, there has been no Material Adverse Effect (provided that the
representation set forth in this Section 3.04(d) shall not be deemed made on the Effective Date).




          SECTION 3.05. Properties.




          (a) Each of Holdings, the Borrower and the Restricted Subsidiaries has good title to, or valid
leasehold interests in, all its real and personal property material to its business, if any
(including the Mortgaged Properties), (i) free and clear of all Liens except for Liens permitted by
Section 6.02 and (ii) except for minor defects in title that do not interfere with its ability to
conduct its business as currently conducted or as proposed to be conducted or to utilize such
properties for their intended purposes, in each case, except where the failure to do so could not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.




          (b) As of the Effective Date after giving effect to the Transactions, none of Holdings, the
Borrower or any Restricted Subsidiary owns any real property with a fair market value in excess of
$2,000,000.




          SECTION 3.06. Litigation and Environmental Matters.




          (a) There are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower, threatened in writing
against or affecting Holdings, the Borrower or any Restricted Subsidiary that could reasonably be
expected, individually or in the aggregate, to result in a Material Adverse Effect.




          (b) Except with respect to any other matters that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, none of Holdings, the Borrower or
any Restricted Subsidiary (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any Environmental Law,
(ii) has, to the knowledge of Holdings or the Borrower, become subject to any Environmental
Liability, (iii) has received written notice of any claim with respect to any Environmental
Liability or (iv) has any basis to reasonably expect that Holdings, the Borrower or any Restricted
Subsidiary will become subject to any Environmental Liability.




          SECTION 3.07. Compliance with Laws and Agreements. Each of Holdings, the Borrower and
its Restricted Subsidiaries is in compliance with (a) its Organizational Documents, (b) all
Requirements of Law applicable to it or its property and (c) all indentures and other agreements
and instruments binding upon it or its property, except, in the case of clauses (b) and (c) of this
Section, where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.




          SECTION 3.08. Investment Company Status. No Loan Party is an “investment company” as
defined in, or subject to regulation under, the Investment Company Act of 1940, as amended from
time to time.




          SECTION 3.09. Taxes. Except as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect, each of Holdings and the Borrower and each





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Restricted Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports
required to have been filed and (b) has paid or caused to be paid all Taxes required to have been
paid (whether or not shown on a Tax return) including in their capacity as tax withholding agents,
except any Taxes (i) that are not overdue by more than 30 days or (ii) that are being contested in
good faith by appropriate proceedings, provided that Holdings, the Borrower or such
Subsidiary, as the case may be, has set aside on its books adequate reserves therefor in accordance
with GAAP. Each of Holdings and the Borrower and each Restricted Subsidiary has made adequate
provision in accordance with GAAP for all taxes not yet due and payable.




          SECTION 3.10. ERISA.




          (a) Except as could not, individually or in the aggregate, reasonably be expected to result in
a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the
Code and other federal or state laws.




          (b) Except as could not reasonably be expected, individually or in the aggregate, to result in
a Material Adverse Effect, (i) no ERISA Event has occurred or is reasonably expected to occur, (ii)
neither Holdings nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Plan (other than premiums due and not
delinquent under Section 4007 of ERISA), (iii) neither Holdings nor any ERISA Affiliate has
incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the
giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201
or 4243 of ERISA with respect to a Multiemployer Plan and (iv) neither Holdings nor any ERISA
Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.




          SECTION 3.11. Disclosure. (i) The Information Memorandum as of the Effective Date when
taken as a whole does not contain any material misstatement of fact or omits to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not materially misleading and (ii) each other report or certificate furnished by or on
behalf, and at the request, of any Loan Party to the Administrative Agent or any Lender in
connection with the negotiation of any Loan Document or delivered thereunder (as modified or
supplemented by other information so furnished) is accurate and true in all material respects;
provided that, with respect to projected financial information, Holdings and the Borrower
represent only that such information was prepared in good faith based upon assumptions believed by
them to be reasonable when furnished and at the time of preparation thereof, it being understood
that (i) Holdings and the Borrower have updated any projected financial information provided prior
to the Effective Date if such representation would be untrue with respect to such information if it
were provided on the Effective Date and (ii) such projected financial information may vary from
actual results and such variations could be material and no representation is made with respect to
information of a general economic nature.




          SECTION 3.12. Subsidiaries. As of the Effective Date, Schedule 3.12 sets forth the
name of, and the ownership interest of Holdings, the Borrower and each Subsidiary in, each
Subsidiary.




          SECTION 3.13. Intellectual Property; Licenses, Etc. Holdings, the Borrower and its
Restricted Subsidiaries own, license or possess the right to use, all Intellectual Property
reasonably necessary for the operation of their businesses as currently conducted, and, without
conflict with the Intellectual Property rights of any Person, in each case, except, individually or
in the aggregate, as could not reasonably be expected to have a Material Adverse Effect. To the
knowledge of Holdings and the Borrower, no Intellectual Property, advertising, product, process,
method, substance, part or other material used by



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Holdings, the Borrower or any Restricted
Subsidiary in the operation of its business as currently conducted infringes upon any Intellectual
Property rights held by any Person except for such infringements, individually or in the aggregate,
which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation
regarding any of the Intellectual Property of Holdings, the Borrower or any Restricted Subsidiary
is pending or, to the knowledge of Holdings and the Borrower, threatened against Holdings, the
Borrower or any Restricted Subsidiary, which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect.




          SECTION 3.14. Solvency. After giving effect to the consummation of the Transactions,
the Borrower, together with its Restricted Subsidiaries on a consolidated basis, is Solvent.




          SECTION 3.15. Insurance. The properties of each Loan Party and each Subsidiary thereof
are insured with financially sound and reputable insurance companies, in such amounts (after giving
effect to any self-insurance that is reasonable and customary) and covering such risks as are
customarily carried by companies engaged in similar businesses and owning similar properties in
locations where
the Loan Parties and their Subsidiaries operate, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.




          SECTION 3.16. Federal Reserve Regulations. No Loan Party is engaged or will engage,
principally or as one of its important activities, in the business of purchasing or carrying margin
stock (within the meaning of Regulation U of the Board of Governors), or extending credit for the
purpose of purchasing or carrying margin stock. No part of the proceeds of the Loans will be used,
directly or indirectly, to purchase or carry any margin stock or to refinance any Indebtedness
originally incurred for such purpose, or for any other purpose that entails a violation (including
on the part of any Lender) of the provisions of Regulations U or X of the Board of Governors.




          SECTION 3.17. Use of Proceeds. The Borrower will use the proceeds of (a) the Term
Loans made on the Effective Date to finance the Transaction and pay Transaction Costs and (b) the
Revolving Loans and Swingline Loans after the Effective Date for general corporate purposes;
provided that Revolving Loans may be made on the Effective Date (i) to fund original issue
discount and pay upfront fees accrued in connection with the Transactions and (ii) for general
corporate purposes in an amount not to exceed the lesser of (x) $25,000,000 and (y) an amount such
that the Total Leverage Ratio of the Borrower and its Restricted Subsidiaries after giving effect
to the Transactions does not exceed 7.0 to 1.0 for the period of four fiscal quarters most recently
ended prior to the Effective Date for which financial statements have been delivered.




          SECTION 3.18. Anti-Terrorism Laws. As of the Effective Date, Holdings, the Borrower
and its Restricted Subsidiaries are in compliance with the Uniting and Strengthening of America by
Providing the Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, except as
could not reasonably be expected to have a Material Adverse Effect.




          SECTION 3.19. Absence of Defaults. No event has occurred or is continuing which
constitutes a Default or an Event of Default.




          SECTION 3.20. Collateral Documents.




          (a) Valid Liens. Each Security Document delivered pursuant to Sections 4.01, 5.11,
5.12 and 5.14 will, upon execution and delivery thereof, be effective to create in favor of the
collateral agent for the benefit of the Secured Parties, legal, valid and enforceable Liens on, and
security interests




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in, the Collateral described therein to the extent intended to be created
thereby and (i) when financing statements and other filings in appropriate form are filed in or
recorded by the offices required by the applicable Requirement of Law and (ii) upon the taking of
possession or control by the collateral agent of such Collateral with respect to which a security
interest may be perfected only by possession or control (which possession or control shall be given
to the collateral agent to the extent possession or control by the collateral agent is required by
the Loan Documents), the Liens created by the Security Documents shall constitute fully first
priority perfected Liens on, and security interests in (to the extent intended to be created
thereby and required to be perfected under the Loan Documents), all right, title and interest of
the grantors in such Collateral to the extent perfection can be obtained by filing and recording
financing statements or possession or control, as the case may be, in each case subject to no Liens
other than Liens permitted hereunder.




          (b) PTO Filing; Copyright Office Filing. When the Collateral Agreement or a short form
thereof is properly filed and recorded in the United States Patent and Trademark Office and the
United States Copyright Office, to the extent such filings and recordations together with the
financing statements filed in the offices required by the applicable Requirement of Law may perfect such
interests, the Liens created by such Collateral Agreement shall constitute fully perfected Liens
on, and security interests in, all right, title and interest of the grantors thereunder in Patents
and Trademarks (each as defined in the Collateral Agreement) registered or applied for with the
United States Patent and Trademark Office or Copyrights (as defined in such Collateral Agreement)
registered or applied for with the United States Copyright Office, as the case may be, in each case
free and clear of Liens other than Liens permitted under Section 6.02 hereof (it being understood
that subsequent recordings in the United States Patent and Trademark Office and the United States
Copyright Office may be necessary to establish a Lien on Patents, Trademarks and Copyrights
acquired, registered or applied for by the grantors thereof after the Effective Date).




          (c) Mortgages. Upon recording thereof in the appropriate recording office, each
Mortgage is effective to create, in favor of the collateral agent, for its benefit and the benefit
of the Secured Parties, legal, valid and enforceable perfected first-priority Liens on, and
security interest in, all of the Loan Parties’ right, title and interest in and to the Mortgaged
Properties thereunder and the proceeds thereof, subject only to Liens permitted hereunder.




          SECTION 3.21. Labor Matters. Except as, in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, (a) there are no strikes or other labor disputes
against the Borrower or any of its Subsidiaries pending or, to the knowledge of the Borrower,
threatened; (b) hours worked by and payment made to employees of the Borrower or any of its
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable
Requirements of Law dealing with such matters; and (c) all payments due from the Borrower or any of
its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a
liability on the books of the relevant party.




          SECTION 3.22. Government Contracts.




          (a) As of the Effective Date, Schedule 3.22 accurately and completely lists Subject
Government Contracts representing at least 65% of “backlog” of all Government Contracts (as
determined by the Borrower in good faith).




          (b) Each Notice of Assignment delivered pursuant to Section 5.17, upon filing with the
applicable Governmental Authority in accordance with Section 5.17 and the notice provisions of the
Assignment of Claims Act, shall, subject to Requirements of Law, be effective to create a valid and
effective




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 right in favor of the Administrative Agent to receive all moneys due or to become due
under the Subject Government Contract corresponding to such Notice of Assignment.




ARTICLE IV




Conditions



          SECTION 4.01. Effective Date. The obligations of the Lenders to make Loans and of each
Issuing Bank to issue Letters of Credit hereunder shall not become effective until the date on
which each of the following conditions shall be satisfied (or waived in accordance with Section
9.02):





     (a) The Administrative Agent (or its counsel) shall have received from each Loan Party
hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii)
written evidence satisfactory to the Administrative Agent (which may include facsimile or
other electronic transmission of a signed counterpart of this Agreement) that such party has
signed a counterpart of this Agreement.




     (b) The Administrative Agent shall have received a written opinion (addressed to the
Administrative Agent, the Lenders and the Issuing Banks and dated the Effective Date) of (i)
Debevoise & Plimpton LLP, New York counsel for the Loan Parties, substantially in the form
of Exhibit F and (ii) Richards, Layton & Finger, P.A., Delaware counsel for the Loan
Parties, substantially in the form of Exhibit F-2 and (iii) McGuire Woods LLP, North
Carolina and Virginia counsel for the Loan Parties, substantially in the form of Exhibit
F-3. Each of Holdings and the Borrower hereby requests such counsel to deliver such
opinions.




     (c) The Administrative Agent shall have received a certificate of each Loan Party,
dated the Effective Date, substantially in the form of Exhibit I with appropriate
insertions, executed by any Responsible Officer of such Loan Party, and including or
attaching the documents referred to in paragraph (d) of this Section.




     (d) The Administrative Agent shall have received a copy of (i) each Organizational
Document of each Loan Party certified, to the extent applicable, as of a recent date by the
applicable Governmental Authority, (ii) signature and incumbency certificates of the
Responsible Officers of each Loan Party executing the Loan Documents to which it is a party,
(iii) resolutions of the board of directors and/or similar governing bodies of each Loan
Party approving and authorizing the execution, delivery and performance of Loan Documents to
which it is a party, certified as of the Effective Date by its secretary, an assistant
secretary or a Responsible Officer as being in full force and effect without modification or
amendment, and (iv) a good standing certificate (to the extent such concept exists) from the
applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation,
organization or formation.




     (e) The Administrative Agent shall have received all fees and other amounts previously
agreed in writing by the Joint Bookrunners and Sterling Merger Inc. to be due and payable on
or prior to the Effective Date, including, to the extent invoiced at least three Business
Days prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses
(including reasonable fees, charges and disbursements of counsel) required to be reimbursed
or paid by any Loan Party under any Loan Document.



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     (f) The Collateral and Guarantee Requirement shall have been satisfied and the
Administrative Agent shall have received a completed Perfection Certificate dated the
Effective Date and signed by a Responsible Officer of the Borrower, together with all
attachments contemplated thereby and none of such Collateral shall be subject to any other
pledges, security interests or mortgages except for Permitted Liens; provided that
if, notwithstanding the use by Holdings and the Borrower of commercially reasonable efforts
without undue burden or expense to cause the Collateral and Guarantee Requirement to be
satisfied on the Effective Date, the requirements thereof (other than (a) the execution and
delivery of the Guarantee Agreement and the Collateral Agreement by the Loan Parties, (b)
creation of and perfection of security interests in the Equity Interests of (i) Domestic
Subsidiaries of Holdings and (ii) the Borrower, (c) delivery of Uniform Commercial Code
financing statements with respect to perfection of security interests in the assets of the
Loan Parties that may be perfected by the filing of a financing statement under the Uniform
Commercial Code) are not satisfied as of the Effective Date, the satisfaction of such
requirements shall not be a condition to the availability of the initial Loans on the
Effective Date (but shall be required to be satisfied as promptly as practicable after the
Effective Date and in any
event within the period specified therefor in Schedule 5.14 or such later date as the
Administrative Agent may reasonably agree).




     (g) Since March 31, 2011, there shall not have been any change, state of facts, event,
development or effect that has had or would be reasonably expected to have, individually or
in the aggregate, a Company Material Adverse Effect.




     (h) The Joint Bookrunners shall have received, as described in Section 3.04, (i) the
Audited Financial Statements, which financial statements shall be prepared in accordance
with GAAP and accompanied by audit reports thereon (and such audit reports shall not be
subject to any qualification or “going concern” disclosures) and (ii) unaudited consolidated
financial statements of the Borrower comprising a balance sheet, a statement of changes in
equity and a statement of cash flows for each fiscal quarter ending after June 30, 2011 and
at least 40 days prior to the Effective Date, which financial statements shall be prepared
in accordance with GAAP (except as otherwise noted therein); provided that the
obligation in paragraph (i) of this Section 4.01 may be satisfied by furnishing the Form
10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company
thereof) filed with the SEC.




     (i) The Joint Bookrunners shall have received the Pro Forma Financial Statements.




     (j) The Acquisition shall have been consummated or shall be consummated substantially
simultaneously with or prior to the initial funding of Loans on the Effective Date
substantially pursuant to the provisions of the Acquisition Agreement (without giving effect
to any amendments, consents, waivers or other modifications to or of the Acquisition
Agreement that are materially adverse to the Lenders or the Joint Bookrunners that is not
approved by the Joint Bookrunners (it being agreed that any reduction in the purchase price
shall not be deemed materially adverse to the Lenders but shall be allocated (A) 70% to a
reduction of the Senior Notes (followed by the Term Commitments) and (B) 30% to the Equity
Financing)).




     (k) The Equity Financing shall have been made and the Borrower shall have received cash
proceeds from the Equity Financing in an amount that, together with the Rolled Equity, is at
least equal to 30% (rounded to the nearest whole percentage) of the total pro forma total
capitalization of the Borrower and its Subsidiaries on the Effective Date after giving
effect to the Transactions; provided that (x) a cash common equity investment will
represent at least 50% of the



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Equity Financing and (y) the Sponsor shall retain direct or
indirect ownership of at least 51% of the Borrower.




     (l) The Refinancing shall have been consummated or shall be consummated simultaneously
with the initial funding of Loans on the Effective Date and the Administrative Agent shall
have received reasonably satisfactory evidence of repayment of all Indebtedness for borrowed
money to be repaid on the Effective Date pursuant to the Refinancing. Immediately following
the Transactions, neither Holdings nor any of its subsidiaries will have any Indebtedness
for borrowed money or preferred equity in each case held by third-parties other than
Indebtedness expressly permitted by Sections 6.01(a)(i), 6.01(a)(ii)(A) and 6.01(a)(xx).




     (m) The Lenders shall have received a certificate from the chief financial officer of
the Borrower in the form of Exhibit K certifying as to the Solvency of the Borrower and its
Subsidiaries on a consolidated basis after giving effect to the Transactions.




     (n) The Senior Notes shall have been issued or shall be issued simultaneously with the
initial funding of Loans on the Effective Date.




     (o) The Administrative Agent shall have received at least 3 days prior to the Effective
Date all documentation and other information about the Loan Parties as shall have been
reasonably requested in writing at least 10 days prior to the Effective Date by the
Administrative Agent or any Joint Bookrunner that the Administrative Agent or such Joint
Bookrunner shall have reasonably determined is required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including
without limitation the USA Patriot Act.


Notwithstanding the foregoing, the obligations of the Lenders to make Loans and of the Issuing
Banks to issue Letters of Credit hereunder shall not become effective unless each of the foregoing
conditions shall have been satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m.,
New York City time, on July 20, 2011 (and, in the event such conditions are not so satisfied or
waived, the Commitments shall terminate at such time).




          SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any Letter of
Credit, is subject to receipt of the request therefor in accordance herewith and to the
satisfaction of the following conditions:





     (a) The representations and warranties of each Loan Party set forth in the Loan
Documents shall be true and correct in all material respects on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit,
as the case may be before and after giving effect to such Borrowing or issuance, amendment,
renewal or extension of such Letter of Credit and to the application of proceeds therefrom,
as though made on and as of such date; provided that, to the extent that such
representations and warranties specifically refer to an earlier date or period, they shall
be true and correct in all material respects as of such earlier date or period;
provided further that any representation and warranty that is qualified as to
“materiality,” “Material Adverse Effect” or similar language shall be true and correct in
all respects on the date of such credit extension or on such earlier date, as the case may
be (after giving effect to such qualification); provided further that with
respect to any Borrowing or issuance of any Letter of Credit on the Effective Date this
condition shall be required to be satisfied only



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with respect to those representations and
warranties set forth in the Loan Documents that are Specified Representations.




     (b) (i) At the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as the case may be, no
Default or Event of Default shall have occurred and be continuing (other than, in the case
of any Borrowing or issuance, amendment, renewal or extension of a Letter of Credit on the
Effective Date; provided that on the Effective Date no Default or Event of Default
resulting solely from the breach of any representations and warranties set forth in the Loan
Documents that are Specified Representations shall have occurred and be continuing) and (ii)
with respect to any Borrowing of Revolving Loans or the issuance, amendment, renewal or
extension of such Letter of Credit, as the case may be, (other than (1) in the case of any
Borrowing or the issuance, amendment, renewal or extension of such Letter of Credit, on the
Effective Date, (2) any Borrowing of Revolving Loans to reimburse an LC Disbursement and (3)
any issuance, amendment, renewal or extension of a Letter of Credit that is cash
collateralized to at least 105% of its maximum stated
amount), after giving effect to such Borrowing or issuance, amendment, renewal or
extension of such Letter of Credit, on a Pro Forma Basis, the Net Senior Secured Leverage
Ratio (excluding the cash proceeds of any such Borrowing), is less than or equal to the
ratio set forth in Section 6.12 for the most recently ended Test Period.




     (c) The Administrative Agent shall have received a notice of borrowing in accordance
with Article II hereof.


Each Borrowing (provided that a conversion or a continuation of a Borrowing shall not
constitute a “Borrowing” for purposes of this Section) and each issuance, amendment, renewal or
extension of a Letter of Credit shall be deemed to constitute a representation and warranty by
Holdings and the Borrower on the date thereof as to the matters specified in paragraphs (a) and (b)
of this Section.




ARTICLE V




Affirmative Covenants



          Until the Commitments shall have expired or been terminated, the principal of and interest on
each Loan and all fees, expenses and other amounts (other than contingent amounts not yet due and
liabilities under Secured Cash Management Obligations and Secured Swap Obligations) payable under
any Loan Document shall have been paid in full and all Letters of Credit shall have expired or been
terminated (or cash collateralized or backstopped pursuant to arrangements reasonably satisfactory
to the relevant Issuing Bank) and all LC Disbursements shall have been reimbursed, each of Holdings
and the Borrower covenants and agrees with the Lenders that:




          SECTION 5.01. Financial Statements and Other Information. Holdings or the Borrower
will furnish to the Administrative Agent, on behalf of each Lender:





     (a) on or before 5 Business Days after the date that is 90 days after the end of each
such fiscal year of the Borrower, audited consolidated balance sheet and audited
consolidated statements of operations and comprehensive income, stockholders’ equity and
cash flows of the Borrower as of the end of and for such year, and related notes thereto,
setting forth in each case in comparative form the figures for the previous fiscal year and
accompanied by a customary “management discussion & analysis” section, all reported on by
Deloitte & Touche LLP or other



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independent public accountants of recognized national
standing (without a “going concern” or like qualification or exception and without any
qualification or exception as to the scope of such audit) and certified by a Financial
Officer, in each case, to the effect that such consolidated financial statements present
fairly in all material respects the financial condition as of the end of and for such year
and results of operations and cash flows of the Borrower and its Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied;




     (b) commencing with the financial statements for the fiscal quarter ending September
30, 2011, on or before 5 Business Days after the date that is 45 days after the end of each
such fiscal quarter, unaudited consolidated balance sheet and unaudited consolidated
statements of operations and comprehensive income, stockholders’ equity and cash flows as of
the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or
periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by a Financial Officer as presenting fairly in all material respects the
financial condition as of the end of and for such fiscal
quarter and such portion of the fiscal year and results of operations and cash flows of
the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the absence of
footnotes and accompanied by a customary “management discussion & analysis”;




     (c) simultaneously with the delivery of each set of consolidated financial statements
referred to in clauses (a) and (b) above, the related consolidating financial statements
reflecting adjustments necessary (as determined by the Borrower in good faith) to eliminate
the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial
statements;




     (d) simultaneously with any delivery of financial statements under paragraph (a) or (b)
above, a certificate of a Financial Officer (i) certifying as to whether a Default has
occurred and, if a Default has occurred, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) if applicable as of the last day of the
Test Period most recently ended for which financial statements were required to be delivered
under paragraph (a) or (b) above, setting forth reasonably detailed calculations
demonstrating compliance with the covenant contained in Section 6.12 and (iii) in the case
of financial statements delivered under paragraph (a) above, (A) beginning with the
financial statements for the fiscal year of the Borrower ending June 30, 2012, setting forth
a reasonably detailed calculation of Excess Cash Flow for such fiscal year and (B) setting
forth a reasonably detailed calculation of the Net Proceeds received during the applicable
period by or on behalf of, the Borrower or any of its Restricted Subsidiary in respect of
any event described in clause (a) of the definition of the term “Prepayment Event” and the
portion of such Net Proceeds that has been invested or are intended to be reinvested in
accordance with the proviso in Section 2.11(c);




     (e) if Holdings was required to comply with the covenant set forth in Section 6.12 for
any fiscal quarter during any fiscal year for which financial statements were delivered
under paragraph (a) or (b) above, not later than five days after the delivery of such
financial statements for such fiscal year under paragraph (a) above, a certificate of the
accounting firm that reported on such financial statements stating whether it obtained
knowledge during the course of its examination of such financial statements of any Default
relating to Section 6.12 and, if such knowledge has been obtained, describing such Default
(which certificate may be limited to the extent required by accounting rules or guidelines);



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     (f) not later than 5 Business Days after 90 days after the commencement of each fiscal
year of the Borrower (beginning with the fiscal year ending June 30, 2013), a detailed
consolidated budget for the Borrower and its Subsidiaries for such fiscal year (including a
projected consolidated balance sheet and consolidated statements of projected operations,
comprehensive income and cash flows as of the end of and for such fiscal year and setting
forth the material assumptions used for purposes of preparing such budget);




     (g) promptly after the same become publicly available, copies of all periodic reports
and registration statements (other than amendments to any registration statement (to the
extent such registration statement, in the form it became effective, is delivered to the
Administrative Agent), exhibits to any registration statement and, if applicable, any
registration statement on Form S-8) filed by the Borrower or any of its Restricted
Subsidiaries with the SEC or with any national securities exchange, or distributed by the
Borrower or any of its Restricted Subsidiaries to the public holders of its Equity Interests
generally, as the case may be; and




     (h) promptly following any request therefor, such other information regarding the
operations, business affairs and financial condition of Holdings, any Intermediate Parent,
the Borrower or any of its Restricted Subsidiaries, or compliance with the terms of any Loan
Document, as the Administrative Agent on its own behalf or on behalf of any Lender may
reasonably request in writing.



          Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 5.01
may be satisfied with respect to financial information of the Borrower and its Subsidiaries by
furnishing the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent
company thereof) filed with the SEC; provided that (i) to the extent such information
relates to a parent of the Borrower, such information is accompanied by consolidating information,
which may be unaudited, that explains in reasonable detail the differences between the information
relating to such parent, on the one hand, and the information relating to the Borrower and its
Subsidiaries on a standalone basis, on the other hand, and (ii) to the extent such information is
in lieu of information required to be provided under Section 5.01(a), such materials are
accompanied by a report and opinion of Deloitte & Touche LLP or any other independent registered
public accounting firm of nationally recognized standing, which report and opinion shall be
prepared in accordance with generally accepted auditing standards and shall not be subject to any
“going concern” or like qualification or exception or any qualification or exception as to the
scope of such audit.




          Documents required to be delivered pursuant to Section 5.01(a), (b) or (f) (to the extent any
such documents are included in materials otherwise filed with the SEC) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which
the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the
Internet at the website address listed on Schedule 9.01 (or otherwise notified pursuant to Section
9.01(d)); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or
intranet website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent); provided
that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent
upon its reasonable request until a written notice to cease delivering paper copies is given by the
Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by facsimile or
electronic mail) of the posting of any such documents and upon its reasonable request, provide to
the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such
documents. The Administrative Agent shall have no obligation to request the delivery of




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or maintain
paper copies of the documents referred to above, and each Lender shall be solely responsible for
timely accessing posted documents and maintaining its copies of such documents.




          The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint
Bookrunners will make available to the Lenders and the Issuing Bank materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have
personnel who do not wish to receive material non-public information with respect to the Borrower
or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in
investment and other market-related activities with respect to such Persons’ securities. The
Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of
the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower
Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that
the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the
Joint Bookrunners, the Issuing Bank and the Lenders to treat such Borrower Materials as not containing
any material non-public information (although it may be sensitive and proprietary) with
respect to the Borrower or its securities for purposes of United States Federal and state
securities laws (provided, however, that to the extent such Borrower Materials
constitute Information, they shall be treated as set forth in Section 9.12); (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform
designated “Public Side Information”; and (z) the Administrative Agent and the Joint Lead Arrangers
shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting
on a portion of the Platform not designated “Public Side Information.” Notwithstanding the
foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC.”




          SECTION 5.02. Notices of Material Events. Promptly after any Responsible Officer of
Holdings or the Borrower obtains actual knowledge thereof, Holdings or the Borrower will furnish to
the Administrative Agent (for distribution to each Lender through the Administrative Agent) written
notice of the following:





     (a) the occurrence of any Default;




     (b) the filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or, to the knowledge of a Financial Officer or
another executive officer of Holdings, the Borrower or any Subsidiary, affecting Holdings,
any Intermediate Parent, the Borrower or any Subsidiary or the receipt of a notice of an
Environmental Liability, in each case that could reasonably be expected to result in a
Material Adverse Effect; and




     (c) the occurrence of any ERISA Event that could reasonably be expected, individually
or in the aggregate, to result in a Material Adverse Effect.


Each notice delivered under this Section shall be accompanied by a written statement of a
Responsible Officer of Holdings or the Borrower setting forth the details of the event or
development requiring such notice and any action taken or proposed to be taken with respect
thereto.




          SECTION 5.03. Information Regarding Collateral.




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          (a) Holdings or the Borrower will furnish to the Administrative Agent prompt (and in any event
within 30 days or such longer period as reasonably agreed to by the Administrative Agent) written
notice of any change (i) in any Loan Party’s legal name (as set forth in its certificate of
organization or like document), (ii) in the jurisdiction of incorporation or organization of any
Loan Party or in the form of its organization or (iii) in any Loan Party’s organizational
identification number.




          (b) Not later than five days after delivery of financial statements pursuant to Section
5.01(a), Holdings or the Borrower shall deliver to the Administrative Agent a certificate executed
by a Responsible Officer of Holdings or the Borrower (i) setting forth the information required
pursuant to Sections 1(a)(i), 1(b), 2, 4, 5 and 6 of the Perfection Certificate or confirming that
there has been no change in such information since the date of the Perfection Certificate delivered
on the Effective Date or the date of the most recent certificate delivered pursuant to this
Section.




          SECTION 5.04. Existence; Conduct of Business. Each of Holdings and the Borrower will,
and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to
obtain, preserve, renew and keep in full force and effect its legal existence and the rights,
licenses, permits, privileges, franchises, patents, copyrights, trademarks, trade names and
Governmental Approvals material to
the conduct of its business, except to the extent (other than with respect to the preservation
of the existence of Holdings and the Borrower) that the failure to do so could not reasonably be
expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit
any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any
Disposition permitted by Section 6.05.




          SECTION 5.05. Payment of Taxes, etc. Each of Holdings and the Borrower will, and will
cause each Restricted Subsidiary to, pay its obligations in respect of Tax liabilities, assessments
and governmental charges, before the same shall become delinquent or in default, except where the
amount or validity thereof is being contested in good faith by appropriate proceedings and
Holdings, the Borrower or a Subsidiary thereof has set aside on its books adequate reserves
therefor in accordance with GAAP and except where the failure to make payment could not reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.




          SECTION 5.06. Maintenance of Properties. Each of Holdings and the Borrower will, and
will cause each Restricted Subsidiary to, keep and maintain all property material to the conduct of
its business in good working order and condition, ordinary wear and tear excepted, except where the
failure to do so could not reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.




          SECTION 5.07. Insurance.




          (a) Except as could not reasonably be expected to have a Material Adverse Effect, each of
Holdings and the Borrower will, and will cause each Restricted Subsidiary to, maintain, with
insurance companies that Holdings believes (in the good faith judgment of the management of
Holdings) are financially sound and responsible at the time the relevant coverage is placed or
renewed, insurance in at least such amounts (after giving effect to any self-insurance which
Holdings believes (in the good faith judgment of management of Holdings) is reasonable and prudent
in light of the size and nature of its business) and against at least such risks (and with such
risk retentions) as Holdings believes (in the good faith judgment or the management of Holdings)
are reasonable and prudent in light of the size and nature of its business, and will furnish to the
Lenders, upon written request from the Administrative Agent, information presented in reasonable
detail as to the insurance so carried. Each such policy of business interruption or general
liability insurance of any Loan Party shall name the Administrative Agent, on behalf




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of the
Lenders, as an additional insured thereunder as its interests may appear and each such casualty
insurance policy of any Loan Party shall, contain a loss payable clause or endorsement that names
the Administrative Agent, on behalf of the Lenders as the loss payee thereunder.




          (b) If any improvements located on any Mortgaged Property are at any time located in an area
identified by the Federal Emergency Management Agency (or any successor agency) as a Special Flood
Hazard Area with respect to which flood insurance has been made available under the National Flood
Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), then the Borrower
shall, or shall cause the applicable Loan Party to (i) maintain, or cause to be maintained, with a
financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to
comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws
and (ii) deliver to the Administrative Agent evidence of such compliance in form and substance
reasonably acceptable to the Administrative Agent. In addition, with respect to each such policy of
flood insurance, the Borrower shall use commercially reasonable efforts to cause the insurer to
provide to the Administrative Agent ten days prior written notice of the cancellation or
non-renewal of such policy.




          SECTION 5.08. Books and Records; Inspection and Audit Rights. Each of Holdings and the
Borrower will, and will cause each Restricted Subsidiary to, maintain proper books of record and
account in which entries that are full, true and correct in all material respects and are in
conformity with GAAP consistently applied shall be made of all material financial transactions and
matters involving the assets and business of Holdings, the Borrower or its Restricted Subsidiary,
as the case may be. Subject to applicable Law each of Holdings and the Borrower will, and will
cause each Restricted Subsidiary to, permit any representatives designated by the Administrative
Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs, finances and condition
with its officers and (with the opportunity for a representative of the Borrower or Holdings to be
present) independent accountants, all at such reasonable times and as often as reasonably
requested; provided that, excluding any such visits and inspections during the continuation
of an Event of Default, only the Administrative Agent on behalf of the Lenders may exercise
visitation and inspection rights of the Administrative Agent and the Lenders under this Section
5.08, and the Administrative Agent shall not exercise such rights more often than two times during
any calendar year (and only once at the expense of the Borrower); provided further
that when an Event of Default exists, the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the foregoing at the expense
of the Borrower at any time during normal business hours and upon reasonable advance notice.




          SECTION 5.09. Compliance with Laws. Each of Holdings and the Borrower will, and will
cause each Restricted Subsidiary to, comply with its Organizational Documents and all Requirements
of Law (including Environmental Laws and ERISA) with respect to it, its property and operations,
except where the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.




          SECTION 5.10. Use of Proceeds and Letters of Credit. The Borrower will use the
proceeds of the Term Loans made on the Effective Date to pay a portion of the Transaction Costs and
to consummate the Transactions. The proceeds of the Revolving Loans, Swingline Loans and any other
Loans drawn after the Effective Date will be used for general corporate purposes (including
Permitted Acquisitions, Restricted Payments and performance of Government Contracts). Proceeds of
Revolving Loans will not be made on the Effective Date other than (i) for general corporate
purposes in an amount not to exceed the lesser of (x) $25,000,000 and (y) an amount such that the
Total Leverage Ratio of the Borrower and its Restricted Subsidiaries after giving effect to the
Transactions does not exceed 7.0 to 1.0



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for the period of four fiscal quarters most recently ended
prior to the Effective Date for which financial statements have been delivered and (ii) to fund
original issue discount and pay upfront fees accrued in connection with the Transactions. Letters
of Credit will be used on and after the Effective Date for general corporate purposes.




          SECTION 5.11. Additional Subsidiaries. If (i) any additional Restricted Subsidiary or
Intermediate Parent (in each case other than an Excluded Subsidiary) is formed or acquired after
the Effective Date or (ii) if any Restricted Subsidiary ceases to be an Excluded Subsidiary,
Holdings or the Borrower will, within 30 days (or such longer period as the Administrative Agent
may agree) after such newly formed or acquired Restricted Subsidiary or Intermediate Parent is
formed or acquired or such Restricted Subsidiary ceases to be an Excluded Subsidiary, notify the
Administrative Agent thereof, and will (x) cause such Restricted Subsidiary or Intermediate Parent
to satisfy the Collateral and Guarantee Requirement with respect to such Restricted Subsidiary or
Intermediate Parent, (y) cause such Loan Party to satisfy the Collateral and Guarantee Requirement
with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary or
Intermediate Parent owned by or on behalf of any Loan Party and (z) deliver to the Administrative
Agent a completed Perfection Certificate with respect to such Restricted Subsidiary or Intermediate Parent signed by a Responsible Officer, together with all attachments
contemplated thereby (in each case within thirty days after the date of such notice or such longer
period as the Administrative Agent may agree) (it being understood that any supplement to the
Guarantee Agreement or the Collateral Agreement entered into by a Restricted Subsidiary acquired
after the Effective Date may include schedules reasonably acceptable to the Administrative Agent to
qualify representations and warranties made by such Restricted Subsidiary and that in such case all
such representations and warranties shall be so qualified with respect to such Restricted
Subsidiary).




          SECTION 5.12. Further Assurances.




          (a) Each of Holdings and the Borrower will, and will cause each Loan Party to, execute any and
all further documents, financing statements, agreements and instruments, and take all such further
actions (including the filing and recording of financing statements, fixture filings, mortgages,
deeds of trust and other documents), that may be required under any applicable law and that the
Administrative Agent or the Required Lenders may reasonably request, to cause the Collateral and
Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties.




          (b) If, after the Effective Date, any material assets (including any owned (but not leased)
real property or improvements thereto or any interest therein) with a fair market value in excess
of $5,000,000 are acquired by the Borrower or any other Loan Party (or, in the case of a Person
that became a Loan Party after the Effective Date, after the date it became a Loan Party) (other
than assets constituting Collateral under a Security Document that become subject to the Lien
created by such Security Document upon acquisition thereof or constituting Excluded Assets), the
Borrower will notify the Administrative Agent thereof simultaneously with the delivery of the
certificate of a Financial Officer pursuant to Section 5.01(d) with respect to the financial
statements delivered pursuant to Section 5.01(a) or (b) (it being understood that such notice shall
include a description of all such assets acquired since the date of the previous notice), and, if
requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a
Lien securing the Secured Obligations and will take and cause the other Loan Parties to take, such
actions as shall be necessary and reasonably requested by the Administrative Agent to grant and
perfect such Liens, including actions described in paragraph (a) of this Section and to cause the
Collateral and Guarantee Requirement to be satisfied, all at the expense of the Loan Parties and
subject to the last paragraph of the definition of the term “Collateral and Guarantee Requirement.”




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          SECTION 5.13. Designation of Subsidiaries. The Borrower may at any time after the
Effective Date designate any Restricted Subsidiary of the Borrower as an Unrestricted Subsidiary or
any Unrestricted Subsidiary as a Restricted Subsidiary; provided that (i) immediately
before and after such designation on a Pro Forma Basis, no Event of Default shall have occurred and
be continuing, (ii) immediately after giving effect to such designation, the Net Senior Secured
Leverage Ratio, on a Pro Forma Basis, is less than or equal to the ratio set forth in Section 6.12
(whether or not such covenant is then in effect) for the most recently ended Test Period and (iii)
no Subsidiary may be designated as an Unrestricted Subsidiary or continue as an Unrestricted
Subsidiary if it is a “Restricted Subsidiary” for the purpose of the Senior Notes or any other
Indebtedness of Holdings or the Borrower pursuant to which a Subsidiary may be designated an
“Unrestricted Subsidiary.” The designation of any Subsidiary as an Unrestricted Subsidiary after
the Effective Date shall constitute an Investment by the Borrower therein at the date of
designation in an amount equal to the fair market value of the Borrower’s or its Subsidiary’s (as
applicable) investment therein. The designation of any Unrestricted Subsidiary as a Restricted
Subsidiary shall constitute (i) the incurrence at the time of designation of any Investment,
Indebtedness or Liens of such Subsidiary existing at such time and (ii) a return on any Investment
by the Borrower in Unrestricted
Subsidiaries in an amount equal to the fair market value at the date of such designation of
the Borrower’s or its Subsidiary’s (as applicable) Investment in such Subsidiary.




          SECTION 5.14. Certain Post-Closing Obligations. As promptly as practicable, and in any
event within the time periods after the Effective Date specified in Schedule 5.14 or such later
date as the Administrative Agent agrees to in writing, including to reasonably accommodate
circumstances unforeseen on the Effective Date, Holdings, the Borrower and each other Loan Party
shall deliver the documents or take the actions specified on Schedule 5.14 that would have been
required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in
each case except to the extent otherwise agreed by the Administrative Agent pursuant to its
authority as set forth in the definition of the term “Collateral and Guarantee Requirement.”




          SECTION 5.15. Maintenance of Ratings. The Borrower shall use commercially reasonable
efforts to maintain a public corporate rating from S&P and a public corporate family rating from
Moody’s, in each case in respect of the Borrower, and a public rating of the Term Loans under this
Agreement by each of S&P and Moody’s.




          SECTION 5.16. Interest Rate Protection. No later than the 120th day after the
Effective Date or such later date as the Administrative Agent agrees, Borrower shall enter into,
and for a minimum of two years after the Effective Date maintain, Swap Agreements that result in at
least 50% of the aggregate principal amount of Borrower’s Indebtedness for borrowed money as of the
Effective Date other than Revolving Loans being effectively subject to a fixed or maximum interest
rate.




          SECTION 5.17. Notices of Assignment.




          (a) (i) With respect to any Subject Government Contract listed on Schedule 3.22, the Borrower
agrees to deliver or cause to be delivered to the Administrative Agent within 90 days following the
Effective Date (or such longer period as the Administrative Agent may agree) Notices of Assignment
executed by such Loan Party with respect to such Subject Government Contracts, and (ii) with
respect to any Subject Government Contract (x) entered into by any Loan Party on or after the
Effective Date that is expected to contribute at least $30,000,000 to “backlog” at the time such
new contract is entered into or (y) amended by any Loan Party on or after the Effective Date if
such amended contract is expected to contribute at least $30,000,000 to “backlog” as a result of
such amendment (in each case as determined by the Borrower in good faith), the Borrower agrees to
deliver or cause to be delivered Notices of Assignment




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executed by such Loan Party to the
Administrative Agent with respect to such Subject Government Contract on or before the date that is
15 days after the final date of the fiscal quarter during which such contract is entered into or
amended (or on such later date as the Administrative Agent shall agree), beginning with the fiscal
quarter ended September 30, 2011.




          (b) Upon the occurrence of any Event of Default, within five (5) Business Days after request
by the Administrative Agent, the Borrower agrees to file with the relevant United States
Governmental Authority any Notices of Assignment delivered to the Administrative Agent under clause
(a) above for any Subject Government Contract that is not terminated and to use commercially
reasonable efforts to cause such Notices of Assignment to be executed by such United States
Governmental Authority and delivered to the Administrative Agent.




ARTICLE VI




Negative Covenants



          Until the Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees, expenses and other amounts payable (other than contingent amounts not yet
due and liabilities under Secured Cash Management Obligations and Secured Swap Obligations) under
any Loan Document have been paid in full and all Letters of Credit have expired or been terminated
(or cash collateralized or backstopped pursuant to arrangements reasonably acceptable to the
applicable Issuing Bank) and all LC Disbursements shall have been reimbursed, each of Holdings and
the Borrower covenants and agrees with the Lenders that:




          SECTION 6.01. Indebtedness.




          (a) Holdings and the Borrower will not, and will not permit any Restricted Subsidiary or
Intermediate Parent to, create, incur, assume or permit to exist any Indebtedness, except:





     (i) Indebtedness of Holdings, any Intermediate Parent, the Borrower and any of the
Restricted Subsidiaries under the Loan Documents (including any Indebtedness incurred
pursuant to Section 2.20, 2.21 or 2.22);




     (ii) Indebtedness (A) outstanding on the date hereof and listed on Schedule 6.01 and
any Permitted Refinancing thereof and (B) intercompany Indebtedness outstanding on the date
hereof and listed on Schedule 6.01;




     (iii) Guarantees by Holdings, any Intermediate Parent, the Borrower and the Restricted
Subsidiaries in respect of Indebtedness of the Borrower or any Restricted Subsidiary
otherwise permitted hereunder; provided that such Guarantee is otherwise permitted by
Section 6.04; provided further that (A) no Guarantee by any Restricted Subsidiary of
the Senior Notes or any Junior Financing shall be permitted unless such Restricted
Subsidiary shall have also provided a Guarantee of the Loan Document Obligations pursuant to
the Guarantee Agreement and (B) if the Indebtedness being Guaranteed is subordinated to the
Loan Document Obligations, such Guarantee shall be subordinated to the Guarantee of the Loan
Document Obligations on terms at least as favorable to the Lenders as those contained in the
subordination of such Indebtedness;




     (iv) Indebtedness of the Borrower owing to any Restricted Subsidiary or of any
Restricted Subsidiary owing to any other Restricted Subsidiary or the Borrower, Holdings or
any



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Intermediate Parent to the extent permitted by Section 6.04; provided that all
such Indebtedness of any Loan Party owing to any Restricted Subsidiary that is not a Loan
Party shall be subordinated to the Loan Document Obligations (but only to the extent
permitted by applicable law and not giving rise to adverse tax consequences) on terms (i) at
least as favorable to the Lenders as those set forth in the form of intercompany note
attached as Exhibit J or (ii) otherwise reasonably satisfactory to the Administrative Agent;




     (v) (A) Indebtedness (including Capitalized Lease Obligations) of the Borrower or any
Restricted Subsidiaries financing the acquisition, construction, repair, replacement or
improvement of property (real or personal) or equipment; provided that such
Indebtedness is incurred concurrently with or within 270 days after the applicable
acquisition, construction, repair, replacement or improvement, and (B) any Permitted
Refinancing of any Indebtedness set forth in the immediately preceding clause (A);
provided further that, at the time of any such incurrence or assumption of
Indebtedness and after giving Pro Forma Effect thereto and the use of the proceeds thereof,
the aggregate principal amount of Indebtedness that is outstanding in reliance on this
clause (v) shall not exceed the greater of $45,000,000 and 22.5% of Consolidated EBITDA
for the most recently ended Test Period;




     (vi) Indebtedness in respect of Swap Agreements;




     (vii) Indebtedness of any Person that becomes a Restricted Subsidiary (or of any Person
not previously a Restricted Subsidiary that is merged or consolidated with or into the
Borrower or a Restricted Subsidiary) after the date hereof as a result of a Permitted
Acquisition, or Indebtedness of any Person that is assumed by the Borrower or any Restricted
Subsidiary in connection with an acquisition of assets by the Borrower or such Restricted
Subsidiary in a Permitted Acquisition, and Permitted Refinancings thereof; provided
that (A) such Indebtedness is not incurred in contemplation of such Permitted Acquisition,
and (B) (x) if such Indebtedness is unsecured, at the time of any such incurrence or
assumption of such Indebtedness and after giving effect thereto on a Pro Forma Basis, the
Net Total Leverage Ratio is less than or equal to 6.75 to 1.0 or the Net Total Leverage
Ratio, after giving effect to such Permitted Acquisition on a Pro Forma Basis, is lower than
the Net Total Leverage Ratio immediately prior thereto and (y) if such Indebtedness is
secured, at the time of any such incurrence or assumption of such Indebtedness and after
giving effect thereto on a Pro Forma Basis, the Net Senior Secured Leverage Ratio is less
than or equal to the ratio set forth in Section 6.12 (whether or not such covenant is then
in effect) for the most recently ended Test Period;




     (viii) Indebtedness of the Borrower and the Restricted Subsidiaries and any Permitted
Refinancing in respect thereof; provided that (A) such Indebtedness is unsecured or
secured by a Lien permitted pursuant to Section 6.02(xxi), (B) such Indebtedness does not
mature prior to the Latest Maturity Date, (C) at the time of any such incurrence of
Indebtedness and after giving effect thereto on a Pro Forma Basis, the Net Total Leverage
Ratio is less than or equal to 6.75 to 1.0, (D) (x) such Indebtedness does not contain any
mandatory prepayments that do not apply to the Term Loans and (y) the terms and conditions
of such Indebtedness taken as a whole are customary for similar Indebtedness in light of
then-prevailing market conditions as reasonably determined by the Borrower (except any such
mandatory prepayment provisions and other terms and conditions that are only applicable to
periods after the Latest Maturity Date) and (E) the aggregate principal amount of
Indebtedness then outstanding in reliance on this clause (viii) together with Indebtedness
then outstanding in reliance on Section 6.01(a)(xiv) in respect of which the primary obligor
or a guarantor is a Restricted Subsidiary that is not a Loan Party shall not exceed



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$50,000,000 in the aggregate; provided that Holdings shall have delivered a
certificate of a Responsible Officer to the Administrative Agent at least five Business Days
prior to the incurrence of such Indebtedness, stating that the Borrower has determined in
good faith that such terms and conditions satisfy the foregoing requirements;




     (ix) Indebtedness representing deferred compensation to employees of Holdings, any
Intermediate Parent, the Borrower and its Restricted Subsidiaries incurred in the ordinary
course of business;




     (x) Indebtedness consisting of unsecured promissory notes issued by any Loan Party to
current or former officers, directors and employees or their respective estates, spouses or
former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any
direct or indirect parent thereof) permitted by Section 6.08(a)(v);




     (xi) Indebtedness constituting indemnification obligations or obligations in respect of
purchase price or other similar adjustments (including earn-out payments) incurred in a
Permitted Acquisition, any other Investment or any Disposition, in each case permitted under
this Agreement;




     (xii) Indebtedness consisting of obligations under deferred compensation or other
similar arrangements incurred in connection with the Transactions or any Permitted
Acquisition or other Investment permitted hereunder;




     (xiii) Cash Management Obligations and other Indebtedness in respect of netting
services, overdraft protections and similar arrangements, in each case, in connection with
deposit accounts;




     (xiv) Indebtedness of the Borrower and its Restricted Subsidiaries; provided
that at the time of the incurrence or assumption thereof and after giving Pro Forma Effect
thereto and the use of the proceeds thereof, (A) the aggregate principal amount of
Indebtedness outstanding in reliance on this clause (xiv) shall not exceed $50,000,000 and
(B) the aggregate principal amount of Indebtedness outstanding in reliance on this clause
(xiv) together with Indebtedness then outstanding in reliance on Section 6.01(a)(viii) in
respect of which the primary obligor or a guarantor is a Restricted Subsidiary that is not a
Loan Party shall not exceed $50,000,000 in the aggregate;




     (xv) Indebtedness consisting of (A) the financing of insurance premiums or (B)
take-or-pay obligations contained in supply arrangements, in each case in the ordinary
course of business;




     (xvi) Indebtedness incurred by the Borrower or any of the Restricted Subsidiaries in
respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments
issued or created in the ordinary course of business, including in respect of workers
compensation claims, health, disability or other employee benefits or property, casualty or
liability insurance or self-insurance or other reimbursement-type obligations regarding
workers compensation claims;




     (xvii) obligations in respect of performance, bid, appeal and surety bonds and
performance and completion guarantees and similar obligations provided by the Borrower or
any of its Restricted Subsidiaries or obligations in respect of letters of credit, bank
guarantees or similar



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instruments related thereto, in each case in the ordinary course of
business or consistent with past practice;




     (xviii) unsecured Indebtedness of Holdings or any Intermediate Parent (“Permitted
Holdings Debt”) (A) that is not subject to any Guarantee by any Subsidiary, (B) that
will not mature prior to the date that is 91 days after the Latest Maturity Date in effect
on the date of issuance or incurrence thereof, (C) that has no scheduled amortization or
payments, repurchases or redemptions of principal and does not require any payments in cash
of interest or other amounts in respect of the principal thereof prior to the earlier to
occur of (1) the date that is five years from the date of the issuance or incurrence thereof
and (2) the date that is 91 days after the Latest Maturity Date in effect on the date of
such issuance or incurrence (it being understood that (1) such Indebtedness may be paid in
an amount not to exceed the Available Amount to the extent Not Otherwise Applied and (2)
such Indebtedness may have mandatory prepayment, repurchase or redemption provisions
satisfying the requirements of clause (D) below), and (D) that has mandatory prepayment,
repurchase or redemption, covenant, default and remedy provisions customary
for senior discount notes of an issuer that is the parent of a borrower under senior
secured credit facilities, and in any event, with respect to covenant, default and remedy
provisions, not materially more restrictive (taken as a whole) than those set forth in this
Agreement (as reasonably determined by the Borrower) (other than provisions customary for
senior discount notes of a holding company); provided that Holdings shall have
delivered a certificate of a Responsible Officer to the Administrative Agent at least five
Business Days prior to the incurrence of such Indebtedness, together with a reasonably
detailed description of the material terms and conditions of such Indebtedness or drafts of
the documentation relating thereto, stating that the Borrower has determined in good faith
that such terms and conditions satisfy the foregoing requirements; provided
further that any such Indebtedness shall constitute Permitted Holdings Debt only if
immediately after giving effect to the issuance or incurrence thereof and the use of
proceeds thereof, no Event of Default shall have occurred and be continuing;




     (xix) Indebtedness supported by a Letter of Credit, in a principal amount not to exceed
the face amount of such Letter of Credit;




     (xx) Indebtedness evidenced by the Senior Notes, and any Permitted Refinancing thereof;




     (xxi) Permitted Unsecured Refinancing Debt, and any Permitted Refinancing thereof;




     (xxii) Permitted Senior Priority Refinancing Debt and Permitted Junior Priority
Refinancing Debt, and any Permitted Refinancing thereof;




     (xxiii) Indebtedness of the Borrower in respect of one or more series of senior
unsecured notes or senior secured notes, or customary bridge financing, that, to the extent
applicable, will be secured by the Collateral on a pari passu or junior
basis with the Secured Obligations that are issued or incurred or made in lieu of
Incremental Revolving Loans, Revolving Commitment Increases and/or Term Commitment Increases
pursuant to an indenture, a note purchase agreement, a bridge financing agreement or
otherwise and any extensions, renewals, refinancings and replacements thereof (the
“Additional Notes”); provided that (i) such Additional Notes are not
scheduled to mature prior to the date that is 91 days after the Latest Maturity Date then in
effect (other than an earlier maturity date for customary bridge financings, which, subject
to customary conditions, would either be automatically converted into or required to be
exchanged for permanent



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 financing which does not provide for an earlier maturity date than
the Latest Maturity Date), (ii) the aggregate principal amount due at maturity of all
Additional Notes issued pursuant to this clause (xxiii) shall not exceed (x) the then
applicable Incremental Cap less (y) the amount of all Incremental Revolving Facilities and
Term Commitment Increases, (iii) such Additional Notes shall not be subject to any Guarantee
by any Person other than a Loan Party, (iv) in the case of Additional Notes that are
secured, the obligations in respect thereof shall not be secured by any Lien on any asset of
the Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (v)
any Indebtedness incurred pursuant to this clause (xxiii) (whether or not secured) shall be
included in the calculation of Consolidated Net Secured Indebtedness for purposes of
calculating the Net Senior Secured Leverage Ratio, (vi) no Event of Default shall have
occurred and be continuing or would exist immediately after giving effect to such
incurrence, (vii) if such Additional Notes are secured, the security agreements relating to
such Additional Notes shall be substantially the same as the Security Documents (as
determined in good faith by the Borrower) (with such differences as are reasonably
satisfactory to the Administrative Agent) and (viii) if such Additional Notes are secured,
such Additional Notes and the trustee under the indenture
governing such Additional Notes (or the administrative agent under the bridge financing
agreement for such Additional Notes) shall be subject to the Senior Priority Lien
Intercreditor Agreement, Junior Priority Lien Intercreditor Agreement or Other Intercreditor
Agreement, as applicable; provided that if such Additional Notes are issued pursuant
to an indenture, note purchase agreement, bridge financing agreement or otherwise that has
not previously been made subject thereto, then Holdings, the Borrower, the Subsidiary Loan
Parties, the Administrative Agent and the trustee for such Additional Notes (or the
administrative agent under the bridge financing agreement for such Additional Notes) shall
have executed and delivered the Senior Priority Lien Intercreditor Agreement, the Junior
Priority Lien Intercreditor Agreement or Other Intercreditor Agreement, as applicable; and




     (xxiv) all premiums (if any), interest (including post-petition interest), fees,
expenses, charges and additional or contingent interest on obligations described in clauses
(i) through (xxiii) above.



          (b) Holdings and any Intermediate Parent will not create, incur, assume or permit to exist any
Indebtedness of Holdings or such Intermediate Parent except Indebtedness created under Sections
6.01(a)(i), (iii), (vi), (ix), (x), (xi), (xii), (xiii), (xv)(A), (xviii) and all premiums (if
any), interest (including post-petition interest), fees, expenses, charges and additional or
contingent interest on obligations described in the foregoing clauses.




          SECTION 6.02. Liens. Neither Holdings nor the Borrower will, nor will they permit any
Restricted Subsidiary or Intermediate Parent to, create, incur, assume or permit to exist any Lien
on any property or asset now owned or hereafter acquired by it, except:





     (i) Liens created under the Loan Documents;




     (ii) Permitted Encumbrances;




     (iii) Liens existing on the date hereof and set forth on Schedule 6.02 and any
modifications, replacements, renewals or extensions thereof; provided that (A) such
modified, replacement, renewal or extension Lien does not extend to any additional property
other than (1) after-acquired property that is affixed or incorporated into the property
covered by such Lien and



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(2) proceeds and products thereof, and (B) the obligations secured
or benefited by such modified, replacement, renewal or extension Lien are permitted by
Section 6.01;




     (iv) Liens securing Indebtedness permitted under Section 6.01(a)(v); provided
that (A) such Liens attach concurrently with or within 270 days after the acquisition,
repair, replacement, construction or improvement (as applicable) of the property subject to
such Liens (other than in the case of a Permitted Refinancing of Indebtedness permitted
under Section 6.01(a)(v)), (B) such Liens do not at any time encumber any property other
than the property financed by such Indebtedness except for accessions to such property and
the proceeds and the products thereof and (C) with respect to Capitalized Lease Obligations;
such Liens do not at any time extend to or cover any assets (except for accessions to or
proceeds of such assets) other than the assets subject to such Capitalized Lease
Obligations; provided further that individual financings of equipment
provided by one lender may be cross collateralized to other financings of equipment provided
by such lender;




     (v) leases, licenses, subleases or sublicenses granted to or from others that do not
(A) individually or in the aggregate have a Material Adverse Effect, or (B) secure any
Indebtedness;




     (vi) Liens in favor of customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the importation of goods;




     (vii) Liens (A) of a collection bank arising under Section 4-210 of the Uniform
Commercial Code on items in the course of collection and (B) in favor of a banking
institution arising as a matter of law encumbering deposits (including the right of setoff)
and that are within the general parameters customary in the banking industry;




     (viii) Liens (A) on cash advances or escrow deposits in favor of the seller of any
property to be acquired in an Investment permitted pursuant to Section 6.04 to be applied
against the purchase price for such Investment or otherwise in connection with any escrow
arrangements with respect to any such Investment or any Disposition permitted under Section
6.05 (including any letter of intent or purchase agreement with respect to such Investment
or Disposition), or (B) consisting of an agreement to dispose of any property in a
Disposition permitted under Section 6.05, in each case, solely to the extent such Investment
or Disposition, as the case may be, would have been permitted on the date of the creation of
such Lien;




     (ix) Liens on property of any Restricted Subsidiary that is not a Loan Party, which
Liens secure Indebtedness of any Restricted Subsidiary that is not a Loan Party permitted
under Section 6.01;




     (x) Liens granted by a Restricted Subsidiary that is not a Loan Party in favor of any
Loan Party and Liens granted by a Loan Party in favor of any other Loan Party;




     (xi) Liens existing on property at the time of its acquisition or existing on the
property of any Person at the time such Person becomes a Restricted Subsidiary, in each case
after the date hereof (other than in the case of the acquisition of any Person that becomes
a Restricted Subsidiary that is not a Loan Party (other than a Foreign Subsidiary), Liens on
the Equity Interests of the Person acquired); provided that (A) such Lien was not
created in contemplation of such acquisition or such Person becoming a Restricted
Subsidiary, (B) such Lien does not extend to or



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cover any other assets or property (other
than the proceeds or products thereof and other than after-acquired property if the
Indebtedness and other obligations secured by such Lien require or include a pledge of
after-acquired property pursuant to their terms, it being understood that such requirement
(i) was in effect at the time such property was acquired or such Person became a Restricted
Subsidiary and (ii) shall not be permitted to apply to any property to which such
requirement would not have applied but for such acquisition), and (C) the Indebtedness
secured thereby is permitted under Section 6.01(a)(v) or (vii);




     (xii) any interest or title of a lessor under leases (other than leases constituting
Capitalized Lease Obligations) entered into by any of the Borrower or any Restricted
Subsidiaries in the ordinary course of business;




     (xiii) Liens arising out of conditional sale, title retention, consignment or similar
arrangements for sale of goods by any of the Borrower or any Restricted Subsidiaries in the
ordinary course of business;




     (xiv) Liens deemed to exist in connection with Investments in repurchase agreements
under clause (e) of the definition of the term “Permitted Investments”;




     (xv) Liens encumbering reasonable customary initial deposits and margin deposits and
similar Liens attaching to commodity trading accounts or other brokerage accounts incurred
in the ordinary course of business and not for speculative purposes;




     (xvi) Liens that are contractual rights of setoff (A) relating to the establishment of
depository relations with banks not given in connection with the incurrence of Indebtedness,
(B) relating to pooled deposit or sweep accounts to permit satisfaction of overdraft or
similar obligations incurred in the ordinary course of business of Holdings, any
Intermediate Parent, the Borrower and its Restricted Subsidiaries or (C) relating to
purchase orders and other agreements entered into with customers of the Borrower or any
Restricted Subsidiary in the ordinary course of business;




     (xvii) ground leases in respect of real property on which facilities owned or leased by
the Borrower or any of the Restricted Subsidiaries are located that do not (A) individually
or in the aggregate have a Material Adverse Effect or (B) secure any Indebtedness;




     (xviii) Liens on insurance policies and the proceeds thereof securing the financing of
the premiums with respect thereto;




     (xix) Liens on the Collateral securing Permitted Senior Priority Refinancing Debt,
Permitted Junior Priority Refinancing Debt and Additional Notes;




     (xx) other Liens; provided that at the time of the granting of and after giving
Pro Forma Effect to any such Lien and the obligations secured thereby (including the use of
proceeds thereof) the aggregate outstanding face amount of obligations secured by Liens
existing in reliance on this clause (xx) shall not exceed the greater of $25,000,000 and
12.5% of Consolidated EBITDA for the Test Period most recently ended;




     (xxi) Liens that are incurred on a basis that is junior to the Liens incurred under the
Loan Documents; provided that at the time of the granting of and after giving Pro
Forma Effect to



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any such Lien and the obligations secured thereby (including the use of
proceeds thereof) the aggregate outstanding face amount of obligations secured by Liens
existing in reliance on this clause (xxi) shall not exceed $75,000,000; provided
further that the Borrower, the Subsidiary Loan Parties, the Administrative Agent and
a representative for the holders of such Indebtedness shall have executed and delivered the
Junior Lien Intercreditor Agreement or Other Intercreditor Agreement;




     (xxii) Liens arising under any documentation relating to any Permitted Senior Priority
Refinancing Debt and securing Cash Management Obligations or obligations in respect of Swap
Agreements;




     (xxiii) Liens in respect of Guarantees permitted under Section 6.01(a)(iii) relating to
Indebtedness otherwise permitted under Section 6.01, to the extent Liens in respect of such
Indebtedness are permitted under this Section 6.02;




     (xxiv) Liens on cash or Permitted Investments used to defease or to satisfy and
discharge Indebtedness; and




     (xxv) Liens on the Equity Interests of the Effective Date Unrestricted Subsidiaries.



          SECTION 6.03. Fundamental Changes.




          (a) Neither Holdings nor the Borrower will, nor will they permit any other Restricted
Subsidiary or Intermediate Parent to, merge into or consolidate with any other Person, or permit
any other Person to merge into or consolidate with it, or liquidate or dissolve, except that:





     (i) any Restricted Subsidiary or Intermediate Parent may merge with (A) the Borrower;
provided that the Borrower shall be the continuing or surviving Person, (B) in the
case of any Restricted Subsidiary, any one or more other Restricted Subsidiaries;
provided that when any Subsidiary Loan Party is merging with another Restricted
Subsidiary (1) the continuing or surviving Person shall be a Subsidiary Loan Party or shall
become a Subsidiary Loan Party substantially concurrently with such merger or (2) if the
continuing or surviving Person is not a Subsidiary Loan Party, the acquisition of such
Subsidiary Loan Party by such surviving Restricted Subsidiary is otherwise permitted under
Section 6.04 or (C) in the case of any Intermediate Parent, Holdings or another Intermediate
Parent;




     (ii) (A) any Restricted Subsidiary that is not a Loan Party may merge or consolidate
with or into any other Restricted Subsidiary that is not a Loan Party and (B) any Restricted
Subsidiary may liquidate or dissolve or change its legal form if Holdings determines in good
faith that such action is in the best interests of Holdings, the Borrower and its Restricted
Subsidiaries and is not materially disadvantageous to the Lenders;




     (iii) any Restricted Subsidiary may make a Disposition of all or substantially all of
its assets (upon voluntary liquidation or otherwise) to another Restricted Subsidiary;
provided that if the transferor in such a transaction is a Loan Party, then (A) the
transferee must be a Loan Party, (B) to the extent constituting an Investment, such
Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan
Party in accordance with Section 6.04 or (C) to the extent constituting a Disposition to a
Restricted Subsidiary that is not a Loan Party, such Disposition is for fair value and any
promissory note or other non-cash consideration received in respect thereof



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is a permitted
Investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section
6.04;




     (iv) the Borrower may merge or consolidate with any other Person (other than Holdings);
provided that (A) the Borrower shall be the continuing or surviving Person or (B) if
the Person formed by or surviving any such merger or consolidation is not the Borrower (any
such Person, the “Successor Borrower”), (1) the Successor Borrower shall be an
entity organized or existing under the laws of the United States, any State thereof or the
District of Columbia, (2) the Successor Borrower shall expressly assume all the obligations
of the Borrower under this Agreement and the other Loan Documents to which the Borrower is a
party pursuant to a supplement hereto or thereto in form and substance reasonably
satisfactory to the Administrative Agent, (3) each Loan Party other than the Borrower,
unless it is the other party to such merger or consolidation, shall have reaffirmed,
pursuant to an agreement in form and substance reasonably satisfactory to the Administrative
Agent, that its Guarantee of, and grant of any Liens as security for, the Secured
Obligations shall apply to the Successor Borrower’s obligations under this Agreement, (4) Holdings shall have delivered to the Administrative Agent a certificate of a
Responsible Officer stating that such merger or consolidation complies with this Agreement
and (5) an opinion of counsel addressed to the Administrative Agent and the Lenders
reasonably satisfactory to the Administrative Agent; provided further that (x) if
such Person is not a Loan Party, no Default exists after giving effect to such merger or
consolidation and (y) if the foregoing requirements are satisfied, the Successor Borrower
will succeed to, and be substituted for, the Borrower under this Agreement and the other
Loan Documents; provided further that the Borrower agrees to provide any
documentation and other information about the Successor Borrower as shall have been
reasonably requested in writing by any Lender through the Administrative Agent that such
Lender shall have reasonably determined is required by regulatory authorities under
applicable “know your customer” and anti-money laundering rules and regulations, including
without limitation the USA Patriot Act;




     (v) Holdings may merge or consolidate with any other Person (other than the Borrower),
so long as no Event of Default exists after giving effect to such merger or consolidation;
provided that (A) Holdings shall be the continuing or surviving Person or (B) if the
Person formed by or surviving any such merger or consolidation is not Holdings or is a
Person into which Holdings has been liquidated (any such Person, the “Successor
Holdings”), (1) the Successor Holdings shall expressly assume all the obligations of
Holdings under this Agreement and the other Loan Documents to which Holdings is a party
pursuant to a supplement hereto or thereto in form and substance reasonably satisfactory to
the Administrative Agent, (2) each Loan Party other than Holdings, unless it is the other
party to such merger or consolidation, shall have reaffirmed, pursuant to an agreement in
form and substance reasonably satisfactory to the Administrative Agent, that its Guarantee
of and grant of any Liens as security for the Secured Obligations shall apply to the
Successor Holdings’ obligations under this Agreement, (3) the Successor Holdings shall,
immediately following such merger or consolidation, directly or indirectly own all
Subsidiaries owned by Holdings immediately prior to such merger, (4) Holdings shall have
delivered to the Administrative Agent a certificate of a Responsible Officer stating that
such merger or consolidation complies with this Agreement and (5) an opinion of counsel
addressed to the Administrative Agent and the Lenders reasonably satisfactory to the
Administrative Agent; provided further that if the foregoing requirements are
satisfied, the Successor Holdings will succeed to, and be substituted for, Holdings under
this Agreement and the other Loan Documents; provided further that the
Borrower agrees to provide any documentation and other information about the Successor
Holdings as shall have been reasonably requested in writing by any the Lender



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through the
Administrative Agent that such Lender shall have reasonably determined is required by
regulatory authorities under applicable “know your customer” and anti-money laundering rules
and regulations, including without limitation the USA Patriot Act;




     (vi) any Restricted Subsidiary may merge, consolidate or amalgamate with any other
Person in order to effect an Investment permitted pursuant to Section 6.04; provided
that the continuing or surviving Person shall be (or shall become substantially concurrently
with such Investment) a Restricted Subsidiary, and together with each of its Restricted
Subsidiaries, shall comply with the requirements of Sections 5.11 and 5.12;




     (vii) Holdings, the Borrower and its Restricted Subsidiaries may consummate the
Acquisition; and




     (viii) any Restricted Subsidiary may effect a merger, dissolution, liquidation
consolidation or amalgamation to effect a Disposition permitted pursuant to Section 6.05.



          (b) The Borrower will not, and Holdings and the Borrower will not permit any Restricted
Subsidiary or Intermediate Parent to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and the Restricted Subsidiaries on the Effective
Date and businesses reasonably related or ancillary thereto.




          (c) Holdings and any Intermediate Parent will not conduct, transact or otherwise engage in any
business or operations other than (i) the ownership and/or acquisition of the Equity Interests of
the Borrower and any Intermediate Parent, (ii) the maintenance of its legal existence, including
the ability to incur fees, costs and expenses relating to such maintenance, (iii) participating in
tax, accounting and other administrative matters as a member of the consolidated group of Holdings
and the Borrower, (iv) the performance of its obligations under and in connection with the Loan
Documents, any documentation governing any Indebtedness or Guarantee permitted to be incurred or
made by it under Article VI, the Acquisition Agreement, the other agreements contemplated by the
Acquisition Agreement and the other agreements contemplated hereby and thereby, (v) any offering of
its common stock or any other issuance or registration of its Equity Interests for sale or resale
not prohibited by this Agreement, including the costs, fees and expenses related thereto, (vi) any
transaction that Holdings or any Intermediate Parent is permitted to enter into or consummate under
Article VI (including, but not limited to, the making of any Restricted Payment permitted by
Section 6.08 or holding of any cash or Permitted Investments received in connection with Restricted
Payments made in accordance with Section 6.08 pending application thereof in the manner
contemplated by Section 6.04, the incurrence of any Indebtedness permitted to be incurred by it
under Section 6.01 and the making of any Investment permitted to be made by it under Section 6.04),
(vii) incurring fees, costs and expenses relating to overhead and general operating including
professional fees for legal, tax and accounting issues and paying taxes, (viii) providing
indemnification to officers and directors and as otherwise permitted in Section 6.09, (ix)
activities incidental to the consummation of the Transactions and (x) activities incidental to the
businesses or activities described in clauses (i) to (ix) of this paragraph.




          (d) Holdings and any Intermediate Parent will not own or acquire any assets (other than Equity
Interests as referred to in paragraph (c)(i) above, cash, Permitted Investments, loans and advances
made by Holdings or any Intermediate Parent under Section 6.04(b), intercompany Investments
consisting of Indebtedness permitted to be made by it under Section 6.04) or incur any liabilities
(other than liabilities as referred to in paragraph (c) above, liabilities imposed by law,
including tax liabilities, and other liabilities incidental to its existence and business and
activities permitted by this Agreement).




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          SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions. Neither
Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or Intermediate
Parent to, make or hold any Investment, except:





     (a) Permitted Investments;




     (b) loans or advances to officers, directors and employees of Holdings, any
Intermediate Parent, the Borrower and its Restricted Subsidiaries (i) for reasonable and
customary business-related travel, entertainment, relocation and analogous ordinary business
purposes, (ii) in connection with such Person’s purchase of Equity Interests of Holdings (or
any direct or indirect parent thereof) (provided that the amount of such loans and
advances made in cash to such Person shall be contributed to the Borrower in cash as common
equity or Qualified Equity Interests and not as an Excluded Contribution) and (iii) for
purposes not described in the foregoing clauses (i) and (ii), in an aggregate principal
amount outstanding at any time not to exceed $5,000,000;




     (c) Investments (i) by Holdings, any Intermediate Parent, the Borrower or any
Restricted Subsidiary in any Loan Party (excluding any new Restricted Subsidiary that
becomes a Loan Party pursuant to such Investment), (ii) by any Restricted Subsidiary that is
not a Loan Party in any other Restricted Subsidiary that is also not a Loan Party, (iii) by
the Borrower or any Restricted Subsidiary (A) in any Restricted Subsidiary; provided
that the aggregate amount of such Investments made by Loan Parties after the Effective Date
in Restricted Subsidiaries that are not Loan Parties in reliance on this clause (iii)(A)
(including any such Investments deemed to be made pursuant to Section 6.13(b)) (together
with the amount of Investments made in Restricted Subsidiaries that are not Loan Parties
pursuant to Section 6.04(h)) shall not exceed the Non-Loan Party Investment Amount at the
time of any such Investment, (B) in any Restricted Subsidiary that is not a Loan Party,
constituting an exchange of Equity Interests of such Restricted Subsidiary for Indebtedness
of such Subsidiary or (C) constituting Guarantees of Indebtedness or other monetary
obligations of Restricted Subsidiaries that are not Loan Parties owing to any Loan Party,
(iv) by Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary in
Restricted Subsidiaries that are not Loan Parties so long as such Investment is part of a
series of simultaneous Investments that result in the proceeds of the initial Investment
being invested in one or more Loan Parties and (v) by Holdings, any Intermediate Parent, the
Borrower or any Restricted Subsidiary in any Restricted Subsidiary that is not a Loan Party,
consisting of the contribution of Equity Interests of any other Restricted Subsidiary that
is not a Loan Party so long as the Equity Interests of the transferee Restricted Subsidiary
is pledged to secure the Secured Obligations to the extent such contribution is made by a
Loan Party;




     (d) Investments consisting of extensions of trade credit in the ordinary course of
business;




     (e) Investments (i) existing or contemplated on the date hereof and set forth on
Schedule 6.04(e) and any modification, replacement, renewal, reinvestment or extension
thereof and (ii) Investments existing on the date hereof by Holdings, any Intermediate
Parent, the Borrower or any Restricted Subsidiary in any Intermediate Parent, the Borrower
or any Restricted Subsidiary and any modification, renewal or extension thereof;
provided that the amount of the original Investment is not increased except by the
terms of such Investment to the extent as set forth on Schedule 6.04(e) or as otherwise
permitted by this Section 6.04;




     (f) Investments in Swap Agreements;



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     (g) promissory notes and other non-cash consideration received in connection with
Dispositions permitted by Section 6.05;




     (h) Permitted Acquisitions; provided that the aggregate amount of consideration
paid or provided by Holdings, any Intermediate Parent, the Borrower or any other Loan Party
after the Effective Date in reliance on this Section 6.04(h) for Permitted Acquisitions
(including the aggregate principal amount of all Indebtedness assumed in connection with
Permitted Acquisitions constituting an asset acquisition) for any Restricted Subsidiary that
shall not be or, after giving effect to such Permitted Acquisition, shall not become a Loan
Party (together with the amount of Investments made in Restricted Subsidiaries that are not
Loan Parties pursuant to Section 6.04(c)), shall not exceed the Non-Loan Party Investment
Amount at such time;




     (i) the Transactions;




     (j) Investments in the ordinary course of business consisting of Uniform Commercial
Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4
customary trade arrangements with customers consistent with past practices;




     (k) Investments (including debt obligations and Equity Interests) received in
connection with the bankruptcy or reorganization of suppliers and customers or in settlement
of delinquent obligations of, or other disputes with, customers and suppliers or upon the
foreclosure with respect to any secured Investment or other transfer of title with respect
to any secured Investment;




     (l) loans and advances to Holdings (or any direct or indirect parent thereof) or any
Intermediate Parent in lieu of, and not in excess of the amount of (after giving effect to
any other loans, advances or Restricted Payments in respect thereof), Restricted Payments to
the extent permitted to be made to Holdings (or such parent) or any Intermediate Parent in
accordance with Section 6.08(a)(iv), (v), (vi), (vii), (viii) or (xi);




     (m) so long as no Event of Default has occurred and is continuing, other Investments
and acquisitions, in an amount not to exceed the Available Amount to the extent such amount
when made is Not Otherwise Applied;




     (n) advances of payroll payments to employees in the ordinary course of business;




     (o) Investments and other acquisitions to the extent that payment for such Investments
is made solely with Qualified Equity Interests (excluding Excluded Contributions and Cure
Amounts) of Holdings (or any direct or indirect parent thereof or the IPO Entity);




     (p) Investments of the Borrower or any Restricted Subsidiary acquired after the
Effective Date or of a Person merged or consolidated with any Restricted Subsidiary in
accordance with this Section 6.04 and Section 6.03 after the Effective Date to the extent
that such Investments were not made in contemplation of or in connection with such
acquisition, merger or consolidation and were in existence on the date of such acquisition,
merger or consolidation;




     (q) Investments in connection with tax planning and reorganization activities;
provided that after giving effect to any such activities, the security interests of
the Lenders in the Collateral, taken as a whole, would not be materially impaired;



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     (r) Investments in an amount not to exceed Excluded Contributions made within the six
months preceding any such Investment to the extent such amount is Not Otherwise Applied;




     (s) Investments consisting of, or to finance, purchases and acquisitions of inventory,
supplies, material, services or equipment or purchases of contract rights or licenses or
leases of intellectual property in the ordinary course of business or pursuant to
joint marketing arrangements with other Persons; and




     (t) other Investments at the time of such Investment when made not exceeding in the
aggregate the greater of $25,000,000 and 12.5% of Consolidated EBITDA for the most recently
ended Test Period.



          SECTION 6.05. Asset Sales. Neither Holdings nor the Borrower will, nor will they
permit any Restricted Subsidiary or Intermediate Parent to, sell, transfer, lease or otherwise
dispose of any
asset, including any Equity Interest owned by it, nor will Holdings or the Borrower permit any
Restricted Subsidiary to issue any additional Equity Interest in such Restricted Subsidiary (other
than issuing Equity Interests to Holdings, any Intermediate Parent, the Borrower or a Restricted
Subsidiary in compliance with Section 6.04) (each, a “Disposition”), except:





     (a) (i) Dispositions of obsolete or worn out property, whether now owned or hereafter
acquired, in the ordinary course of business and Dispositions of property no longer used or
useful in the conduct of the business of Holdings, any Intermediate Parent, the Borrower and
its Restricted Subsidiaries and (ii) Dispositions of intellectual property that is in the
reasonable judgment of Holdings or Borrower, no longer economically practicable to maintain
or useful in the conduct of the business of Holdings, any Intermediate Parent, Borrower and
the Restricted Subsidiaries taken as a whole;




     (b) Dispositions of inventory and other assets in the ordinary course of business;




     (c) Dispositions of property to the extent that (i) such property is exchanged for
credit against the purchase price of similar replacement property or (ii) the proceeds of
such Disposition are promptly applied to the purchase price of such replacement property;




     (d) Dispositions of property to the Borrower or a Restricted Subsidiary;
provided that if the transferor in such a transaction is a Loan Party, then (i) the
transferee must be a Loan Party, (ii) to the extent constituting an Investment, such
Investment must be a permitted Investment in a Restricted Subsidiary that is not a Loan
Party in accordance with Section 6.04 or (iii) to the extent constituting a Disposition to a
Restricted Subsidiary that is not a Loan Party, such Disposition is for fair value and any
promissory note or other non-cash consideration received in respect thereof is a permitted
investment in a Restricted Subsidiary that is not a Loan Party in accordance with Section
6.04;




     (e) Dispositions permitted by Section 6.03, Investments permitted by Section 6.04,
Restricted Payments permitted by Section 6.08 and Liens permitted by Section 6.02;




     (f) Dispositions of property acquired by Holdings, any Intermediate Parent, the
Borrower or any of its Restricted Subsidiaries after the Effective Date pursuant to
sale-leaseback transactions;



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     (g) Dispositions of Permitted Investments;




     (h) Dispositions of accounts receivable in connection with the factoring, collection or
compromise thereof;




     (i) leases, subleases, licenses or sublicenses (including the provision of software
under an open source license), in each case in the ordinary course of business and that do
not individually or in the aggregate have a Material Adverse Effect;




     (j) transfers of property subject to Casualty Events upon receipt of the Net Proceeds
of such Casualty Event;




     (k) Dispositions of property to Persons other than Restricted Subsidiaries (including
the sale or issuance of Equity Interests of a Restricted Subsidiary) not otherwise permitted
under this Section 6.05; provided that (i) no Event of Default shall exist at the
time of, or would result from, such Disposition (other than any such Disposition made
pursuant to a legally binding commitment entered into at a time when no Event of Default
existed or would have resulted from such Disposition) and (ii) with respect to any
Disposition pursuant to this clause (k) for a purchase price in excess of $5,000,000,
Holdings, any Intermediate Parent, the Borrower or a Restricted Subsidiary shall receive not
less than 75% of such consideration in the form of cash or Permitted Investments;
provided, however, that for the purposes of this clause (ii), (A) any
liabilities (as shown on the most recent balance sheet of Holdings provided hereunder or in
the footnotes thereto) of Holdings, the Borrower or such Restricted Subsidiary, other than
liabilities that are by their terms subordinated in right of payment to the Loan Document
Obligations, that are assumed by the transferee with respect to the applicable Disposition
and for which Holdings, any Intermediate Parent, the Borrower and all of the Restricted
Subsidiaries shall have been validly released by all applicable creditors in writing, shall
be deemed to be cash, (B) any securities received by Holdings, any Intermediate Parent, the
Borrower or such Restricted Subsidiary from such transferee that are converted by Holdings,
any Intermediate Parent, the Borrower or such Restricted Subsidiary into cash or Permitted
Investments (to the extent of the cash or Permitted Investments received) within 180 days
following the closing of the applicable Disposition, shall be deemed to be cash and (C) any
Designated Non-Cash Consideration received by Holdings, any Intermediate Parent, the
Borrower or such Restricted Subsidiary in respect of such Disposition having an aggregate
fair market value (as reasonably determined by a Financial Officer), taken together with all
other Designated Non-Cash Consideration received pursuant to this clause (k) that is at that
time outstanding, not in excess of $40,000,000 at the time of the receipt of such Designated
Non-Cash Consideration, with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent
changes in value, shall be deemed to be cash;




     (l) Dispositions of Investments in joint ventures to the extent required by, or made
pursuant to customary buy/sell arrangements between, the joint venture parties set forth in
joint venture arrangements and similar binding arrangements; and




     (m) Dispositions of Unrestricted Subsidiaries.


provided that any Disposition of any property pursuant to clauses (a)(ii), (f), (g) or (k)
of this Section 6.05 shall be for no less than the fair market value of such property at the time
of such Disposition.




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          SECTION 6.06. [Reserved].




          SECTION 6.07. [Reserved].




          SECTION 6.08. Restricted Payments; Certain Payments of Indebtedness.




          (a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or
Intermediate Parent to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except:





     (i) each Restricted Subsidiary may make Restricted Payments to the Borrower or any
other Restricted Subsidiary;




     (ii) Holdings, any Intermediate Parent, the Borrower and each Restricted Subsidiary may
declare and make dividend payments or other distributions payable solely in the Equity
Interests of such Person; provided that in the case of any such Restricted Payment
by a Restricted Subsidiary that is not a Wholly Owned Subsidiary of the Borrower, such
Restricted Payment is made to the Borrower, any Restricted Subsidiary and to each other
owner of Equity Interests of such Restricted Subsidiary based on their relative ownership
interests of the relevant class of Equity Interests;




     (iii) Restricted Payments made on the Effective Date to consummate the Transactions;




     (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to
allow repurchases of Equity Interest in any direct or indirect parent of Holdings) or any
Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such
Equity Interests represent a portion of the exercise price of such options or warrants;




     (v) Holdings may redeem, acquire, retire or repurchase its Equity Interests (or any
options or warrants or stock appreciation rights issued with respect to any of such Equity
Interests) (or make Restricted Payments to allow any of the Holdings’ direct or indirect
parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by
current or former officers, managers, consultants, directors and employees (or their
respective spouses, former spouses, successors, executors, administrators, heirs, legatees
or distributees) of Holdings (or any direct or indirect parent thereof), any Intermediate
Parent Company, the Borrower and the Restricted Subsidiaries, upon the death, disability,
retirement or termination of employment of any such Person or otherwise in accordance with
any stock option or stock appreciation rights plan, any management, director and/or employee
stock ownership or incentive plan, stock subscription plan, employment termination agreement
or any other employment agreements or equity holders’ agreement in an aggregate amount after
the Effective Date together with the aggregate amount of loans and advances to Holdings made
pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v) not
to exceed $15,000,000 in any calendar year with unused amounts in any calendar year being
carried over to succeeding calendar years subject to a maximum of $30,000,000 in any
calendar year (without giving effect to the following proviso); provided that such
amount in any calendar year may be increased by an amount not to exceed the cash proceeds of
key man life insurance policies received by the Borrower or its Restricted Subsidiaries
after the Effective Date;



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     (vi) any Intermediate Parent, the Borrower and the Restricted Subsidiaries may make
Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable,
Holdings and such Intermediate Parent may make Restricted Payments in cash:




     (A) with respect to any taxable period during which the Borrower, any
Intermediate Parent, Holdings and/or any of their respective subsidiaries is a
member of a consolidated, unitary, combined or similar tax group of which any
Intermediate Parent, Holdings or Holdings’ direct or indirect parent is the common
parent, the proceeds of which shall be used by the common parent to pay the portion
of the consolidated, unitary, combined or similar U.S. federal, state and local and
non-U.S. income or franchise taxes attributable to the income of the Borrower, any
Intermediate Parents, Holdings and/or any of their respective subsidiaries (as
applicable) in an amount not to exceed the income or franchise tax liabilities that
would have been payable by the Borrower, any Intermediate
Parents, Holdings and/or their respective subsidiaries (as applicable) on a
stand-alone basis or as a stand-alone tax group, reduced by any such income or
franchise taxes paid or to be paid directly by Holdings or any Intermediate Parents
(if they are not the common parent), the Borrower and/or any of their respective
subsidiaries; provided that Restricted Payments under this clause (A) in
respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of
the Borrower may be made only to the extent that such Unrestricted Subsidiaries have
made cash payments for such purpose to the Borrower or its Restricted Subsidiaries;




     (B) [reserved];




     (C) the proceeds of which shall be used by Holdings or any Intermediate Parent
to pay (or to make Restricted Payments to allow any direct or indirect parent of
Holdings to pay) (1) its operating expenses incurred in the ordinary course of
business and other corporate overhead costs and expenses (including administrative,
legal, accounting and similar expenses payable to third parties) that are reasonable
and customary, and incurred in the ordinary course of business, in an aggregate
amount together with the aggregate amount of loans and advances to Holdings made
pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause
(a)(vi)(C) not to exceed $2,000,000 in any fiscal year plus any reasonable and
customary indemnification claims made by directors or officers of Holdings (or any
parent thereof) attributable to the ownership or operations of Holdings and the
Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the
Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted
Subsidiary under this Agreement and (3) amounts due and payable pursuant to the
Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv);




     (D) the proceeds of which shall be used by Holdings or any Intermediate Parent
to pay (or to make Restricted Payments to allow any direct or indirect parent of
Holdings to pay) (i) any fees, taxes (other than taxes imposed on or measured by
income, or withholding taxes) and expenses required to maintain their corporate
existence or (ii) any incremental state or local income tax (net of any federal
income tax benefits, as determined in good faith by Borrower) payable by any of
Borrower’s direct or indirect parent companies as a result of any permitted
distributions to such parent companies described in Sections 6.08(a)(iii),
6.08(a)(v) (but subject to all provisos contained therein) or 6.08(a)(vi)(A), (B),
(C) (subject to the limitations therein), (D), (F) or (G);



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     (E) the proceeds of which shall be used by Holdings to make Restricted Payments
permitted by Section 6.08(a)(iv) or Section 6.08(a)(v);




     (F) to finance any Investment permitted to be made pursuant to Section 6.04;
provided that (A) such Restricted Payment shall be made substantially
concurrently with the closing of such Investment and (B) Holdings or any
Intermediate Parent shall, immediately following the closing thereof, cause (1) all
property acquired (whether assets or Equity Interests but not including any loans or
advances made pursuant to Section 6.04(b)) to be contributed to the Borrower or the
Restricted Subsidiaries or (2) the Person formed or acquired to merge into or
consolidate with the Borrower or any of the Restricted Subsidiaries to the extent
such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with
the requirements of Sections 5.11 and 5.12;




     (G) the proceeds of which shall be used to pay (or to make Restricted Payments
to allow any direct or indirect parent thereof to pay) fees and expenses related to
any unsuccessful equity or debt offering permitted by this Agreement; and




     (H) the proceeds of which shall be used to make payments permitted by clause
(b)(iv) of this Section 6.08;




     (vii) in addition to the foregoing Restricted Payments and so long as (A) no Default or
Event of Default shall have occurred and be continuing or would result therefrom and (B) the
Net Senior Secured Leverage Ratio on a Pro Forma Basis is less than or equal to the ratio
set forth in Section 6.12 (whether or not such covenant is then in effect) for the most
recently ended Test Period, the Borrower and any Intermediate Parent may make additional
Restricted Payments to any Intermediate Parent and Holdings the proceeds of which may be
utilized by Holdings to make additional Restricted Payments or by Holdings or any
Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an
aggregate amount, together with the aggregate amount of loans and advances made pursuant to
Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed
the Available Amount to the extent such amount is Not Otherwise Applied;




     (viii) redemptions in whole or in part of any of its Equity Interests for another class
of its Equity Interests or with proceeds from substantially concurrent equity contributions
or issuances of new Equity Interests (in each case, other than Excluded Contributions or
Cure Amounts); provided that such new Equity Interests contain terms and provisions
at least as advantageous to the Lenders in all respects material to their interests as those
contained in the Equity Interests redeemed thereby;




     (ix) the payment of any dividend (or any similar distribution) by a Restricted
Subsidiary of the Borrower to the holders of its Equity Interests on a pro rata basis;




     (x) so long as no Default or Event of Default would result therefrom, Restricted
Payments in an amount not to exceed Excluded Contributions made within the six months
preceding any such Restricted Payment to the extent such amount is Not Otherwise Applied;
and




     (xi) The Borrower and any Intermediate Parent may make Restricted Payments to any
Intermediate Parent and Holdings the proceeds of which may be utilized by Holdings to make



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Restricted Payments in an amount not to exceed $35,000,000 with the proceeds of any
Disposition of the Effective Date Unrestricted Subsidiaries.



          (b) Neither Holdings nor the Borrower will, nor will they permit any other Restricted
Subsidiary to make, directly or indirectly, any payment or other distribution (whether in cash,
securities or other property) of or in respect of principal of or interest on the Senior Notes or
any Junior Financing, or any payment or other distribution (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of the Senior Notes or any Junior Financing,
or any other payment (including any payment under any Swap Agreement) that has a substantially
similar effect to any of the foregoing, except:





     (i) payment of regularly scheduled interest and principal payments as, in the form of
payment and when due in respect of any Indebtedness, other than payments in respect of any
Junior Financing prohibited by the subordination provisions thereof;




     (ii) refinancings of Indebtedness to the extent permitted by Section 6.01;




     (iii) prepayments, redemptions, purchases, defeasances and other payments in respect of
the Senior Notes and Junior Financings in an amount not to exceed Excluded Contributions
made within the six months preceding any such prepayment, redemption, purchase, defeasance
or other payment to the extent such amount is Not Otherwise Applied;




     (iv) in addition to the foregoing and so long as (A) no Default or Event of Default
shall have occurred or be continuing or would result therefrom and (B) the Net Senior
Secured Leverage Ratio on a Pro Forma Basis is less than or equal to the ratio set forth in
Section 6.12 (whether or not such covenant is then in effect) for the most recently ended
Test Period, prepayments, redemptions, purchases, defeasances and other payments in respect
of the Senior Notes and any Junior Financing, in an aggregate amount, together with the
aggregate amount of loans and advances made pursuant to Section 6.04(l) in lieu of
Restricted Payments permitted by Section 6.08(a)(vii) not to exceed the Available Amount to
the extent such amount is Not Otherwise Applied; and




     (v) the conversion of any Junior Financing to Equity Interests (other than Disqualified
Equity Interests) of Holdings or any of its direct or indirect parent companies or any
Intermediate Parent.



          SECTION 6.09. Transactions with Affiliates. Neither Holdings nor the Borrower will,
nor will they permit any Restricted Subsidiary or any Intermediate Parent to, sell, lease or
otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property
or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except
(i) transactions with Holdings, the Borrower, any Intermediate Parent or any Restricted Subsidiary,
(ii) on terms substantially as favorable to Holdings, the Borrower, such Intermediate Parent or
such Restricted Subsidiary as would be obtainable by such Person at the time in a comparable
arm’s-length transaction with a Person other than an Affiliate, (iii) the payment of fees and
expenses related to the Transactions, (iv) the payment of management and monitoring fees to the
Investors (or management companies of the Investors) in an aggregate amount in any fiscal year not
to exceed the amount permitted to be paid pursuant to the Investor Management Agreement as in
effect on the date hereof and related indemnities and reasonable expenses, (v) issuances of Equity
Interests of Holdings to the extent otherwise permitted by this Agreement, (vi) employment and
severance arrangements between Holdings, the Borrower, any Intermediate Parent




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and the Restricted
Subsidiaries and their respective officers and employees in the ordinary course of business or
otherwise in connection with the Transactions (including loans and advances pursuant to Sections
6.04(b) and 6.04(n)), (vii) payments by Holdings (and any direct or indirect parent thereof), any
Intermediate Parent Company, the Borrower and the Restricted Subsidiaries pursuant to tax sharing
agreements among Holdings (and any such parent thereof), any Intermediate Parent, the Borrower and
the Restricted Subsidiaries on customary terms to the extent attributable to the ownership or
operation of the Borrower and the Restricted Subsidiaries, to the extent payments are permitted by
Section 6.08, (viii) the payment of customary fees and reasonable out-of-pocket costs to, and
indemnities provided on behalf of, directors, officers and employees of Holdings, any Intermediate
Parent Company, the Borrower, and the Restricted Subsidiaries in the ordinary course of business to
the extent attributable to the ownership or operation of Holdings, any Intermediate Parent, the
Borrower and the Restricted Subsidiaries, (ix) transactions pursuant to permitted agreements in existence on the Effective Date and set forth on Schedule 6.09
or any amendment thereto to the extent such an amendment is not adverse to the Lenders in any
material respect, (x) Restricted Payments permitted under Section 6.08 and Investments permitted by
Section 6.04, (xi) customary payments by Holdings, any Intermediate Parent, the Borrower and any
Restricted Subsidiaries to the Sponsors made for any financial advisory, consulting, financing,
underwriting or placement services or in respect of other investment banking activities (including
in connection with acquisitions or divestitures), which payments are approved by the majority of
the members of the Board of Directors or a majority of the disinterested members of the Board of
Directors of Holdings in good faith and (xii) any transaction with a value of less than $5,000,000.




          SECTION 6.10. Restrictive Agreements. Neither Holdings nor the Borrower will, nor will
they permit any Restricted Subsidiary or Intermediate Parent to, directly or indirectly, enter
into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon (a) the ability of Holdings, any Intermediate Parent, the Borrower or
any other Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its
property or assets to secure the Secured Obligations or (b) the ability of any Restricted
Subsidiary that is not a Loan Party to pay dividends or other distributions with respect to any of
its Equity Interests or to make or repay loans or advances to any Restricted Subsidiary;
provided that the foregoing clauses (a) and (b) shall not apply to any such restrictions
that (i)(x) exist on the date hereof and (to the extent not otherwise permitted by this Section
6.10) are listed on Schedule 6.10 and (y) any renewal or extension of a restriction permitted by
clause (i)(x) or any agreement evidencing such restriction so long as such renewal or extension
does not expand the scope of such restrictions, (ii)(x) are binding on a Restricted Subsidiary at
the time such Restricted Subsidiary first becomes a Restricted Subsidiary, or are assumed in
connection with the acquisition of assets from any Person, so long as such restrictions were not
entered into solely in contemplation of such Person becoming a Restricted Subsidiary or in
contemplation of the acquisition of assets from such Person and (y) any renewal or extension of a
restriction permitted by clause (ii)(x) or any agreement evidencing such restriction so long as
such renewal or extension does not expand the scope of such restrictions, (iii) represent
Indebtedness of a Restricted Subsidiary that is not a Loan Party that is permitted by Section 6.01,
(iv) are customary restrictions that arise in connection with any Disposition permitted by Section
6.05 applicable pending such Disposition solely to the assets subject to such Disposition, (v) are
customary provisions in joint venture agreements and other similar agreements applicable to joint
ventures permitted under Section 6.04, (vi) are negative pledges and restrictions on Liens in favor
of any holder of Indebtedness permitted under Section 6.01 but solely to the extent any negative
pledge relates to the property financed by or securing such Indebtedness (provided that no
Indebtedness constituting any Junior Financing may contain any limitations on the Loan Parties’
ability to secure the Secured Obligations), (vii) are imposed by Requirements of Law, (viii) are
customary restrictions contained in leases, subleases, licenses or asset sale agreements otherwise
permitted hereby so long as such restrictions relate only to the assets subject thereto, (ix) with
respect to clause (a) above only, are customary restrictions





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 contained in any agreement (including
any Government Contract) entered into in the ordinary course of business, (x) comprise restrictions
imposed by any agreement relating to secured Indebtedness permitted pursuant to Section 6.01(a)(v)
to the extent that such restrictions apply only to the property or assets securing such
Indebtedness, (xi) are customary provisions restricting
subletting or assignment of any lease
governing a leasehold interest of Holdings, any Intermediate Parent, the Borrower or any Restricted
Subsidiary, (xii) are customary provisions restricting assignment of any license, lease or other
agreement, (xiii) are restrictions on cash (or Permitted Investments) or deposits imposed by
customers under contracts entered into in the ordinary course of business (or otherwise
constituting Permitted Encumbrances on such cash or Permitted Investments or deposits), (xiv) are
customary net worth provisions contained in real property leases or licenses of intellectual
property entered into by the Borrower or any Restricted Subsidiary, so long as the Borrower has
determined in good faith that such net worth provisions could not reasonably be expected to
impair the ability of the Borrower and its subsidiaries to meet their ongoing obligation, (xv)
solely with respect to clause (b) of this Section 6.10, restrictions contained in any agreement
relating to (A) the Senior Notes, Permitted Senior Priority Refinancing Debt, Permitted Junior
Priority Refinancing Debt, Permitted Unsecured Refinancing Debt and, in each case, any Permitted
Refinancing in respect thereof and (xv) solely with respect to clause (b) of this Section 6.10,
restrictions contained in agreements relating to Indebtedness permitted pursuant to Section 6.01 to
the extent not materially more restrictive taken as a whole (as reasonably determined by the
Borrower) to the Borrower and its Restricted Subsidiaries than the terms and provisions of the Loan
Documents or the Senior Notes.




          SECTION 6.11. Amendment of Senior Notes or Junior Financing; Organizational Documents.




          (a) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or
any Intermediate Parent to, amend, modify, waive, terminate or release the documentation governing
the Senior Notes or any other Junior Financing, in each case if the effect of such amendment,
modification, waiver, termination or release is materially adverse to the Lenders.




          (b) Neither Holdings nor the Borrower will, nor will they permit any Restricted Subsidiary or
any Intermediate Parent to, amend, modify, waive or terminate any of their Organizational
Documents, in each case if the effect of such amendment, modification, waiver or termination is
materially adverse to the Lenders.




          SECTION 6.12. Net Senior Secured Leverage Ratio. So long as any Revolving Loans, any
Swingline Loans or any Letters of Credit (not including Letters of Credit which have been cash
collateralized by the Borrower to at least 105% of their maximum stated amount) remain outstanding
as of the last day of the applicable Test Period Holdings will not permit the Net Senior Secured
Leverage Ratio as of the last day of such Test Period ending on any date during any period set
forth below to exceed the ratio set forth below opposite such period:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	First	 	Second	 	Third	 	Fourth
	Fiscal Year	 	Quarter	 	Quarter	 	Quarter	 	Quarter
	2012
	 	 	6.25x	 	 	 	6.25x	 	 	 	6.25x	 	 	 	6.00x	 
	2013
	 	 	6.00x	 	 	 	6.00x	 	 	 	5.75x	 	 	 	5.50x	 
	2014
	 	 	5.25x	 	 	 	5.25x	 	 	 	5.00x	 	 	 	5.00x	 
	2015
	 	 	4.75x	 	 	 	4.75x	 	 	 	4.50x	 	 	 	4.50x	 
	2016
	 	 	4.50x	 	 	 	4.50x	 	 	 	4.50x	 	 	 	4.50x	 






          SECTION 6.13. Equity Interests.




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          (a) Holdings and the Borrower will not permit any Wholly Owned Restricted Subsidiary or any
Intermediate Parent to become a non-Wholly Owned Subsidiary and be released from its Guarantee,
except (x) as a result of a Disposition of Equity Interests of such Subsidiary to a Person other
than Holdings, any Intermediate Parent, the Borrower or any other Restricted Subsidiary that is
permitted by the other terms of this Agreement or an Investment in any Person permitted under
Section 6.04; provided that (i) no Default has occurred or is continuing on the date of
such request or would result immediately after giving effect to such release, and the
Administrative Agent has been furnished with a certificate of a Financial Officer confirming
satisfaction of such condition, (ii) after such release is effected, such Restricted Subsidiary
shall thereafter be treated as a Restricted Subsidiary that is not a Loan Party for purposes of
this Agreement, (iii) the fair market value of such Restricted Subsidiary immediately after
the release of such Guarantee, as reasonably determined by a Financial Officer, is deemed to
be an Investment by a Loan Party on the date of such release in a Subsidiary that is not a Loan
Party for purposes of either Section 6.04(c), (m) or (t), as designated by Holdings to the
Administrative Agent prior to such release, (iv) such Investment is permitted under such designated
section, (v) after giving effect to such transaction on a Pro Forma Basis, not more than 15% of
Consolidated EBITDA for the most recently ended Test Period shall be attributable to such
Restricted Subsidiary together with all other Restricted Subsidiaries (or any successors thereto)
that were released from being Loan Parties pursuant to the provisions of this Section 6.13 and (vi)
Borrower shall have provided the Administrative Agent such certifications or documents as the
Administrative Agent shall reasonably request in order to demonstrate compliance with this
Agreement or (y) so long as such Restricted Subsidiary continues to be a Subsidiary Loan Party, in
which case the release provisions of Section 9.15 will not apply.




          (b) Holdings may notify the Administrative Agent that it wishes to obtain the release of the
Guarantee of, and grants of Liens by, any Subsidiary Loan Party under the Guarantee and the
Security Documents (any Subsidiary in respect of which such a release is given, a “Released
Subsidiary”), and the Administrative Agent will, and is hereby authorized to, promptly release
such Guarantee and grants of Liens of such Subsidiary Loan Party pursuant to a written notification
thereof given to Holdings; provided that (i) no Default has occurred or is continuing on
the date of such request or would result immediately after giving effect to such release, and the
Administrative Agent has been furnished with a certificate of a Financial Officer confirming
satisfaction of such condition, (ii) after such release is effected, such Restricted Subsidiary
shall thereafter be treated as a Restricted Subsidiary that is not a Loan Party for purposes of
this Agreement, (iii) the fair market value of such Released Subsidiary immediately after the
release of such Guarantee, as reasonably determined by a Financial Officer, is deemed to be an
Investment by a Loan Party on the date of such release in a Subsidiary that is not a Loan Party for
purposes of either Section 6.04(c), (m) or (t), as designated by Holdings to the Administrative
Agent prior to such release, (iv) such Investment is permitted under such designated section, (v)
after giving effect to such transaction on a Pro Forma Basis, not more than 15% of Consolidated
EBITDA for the most recently ended Test Period shall be attributable to such Restricted Subsidiary
together with all other Restricted Subsidiaries (or any successors thereto) that were released from
being Loan Parties pursuant to the provisions of Section 6.13 and (vi) Borrower shall have provided
the Administrative Agent such certifications or documents as the Administrative Agent shall
reasonably request in order to demonstrate compliance with this Agreement.




ARTICLE VII




Events of Default



          SECTION 7.01. Events of Default. If any of the following events (any such event, an
“Event of Default”) shall occur:




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     (a) any Loan Party shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment thereof or
otherwise;




     (b) any Loan Party shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in paragraph (a) of this Section) payable under any
Loan Document, when and as the same shall become due and payable, and such failure shall
continue unremedied for a period of five Business Days;




     (c) any representation or warranty made or deemed made by or on behalf of Holdings, the
Borrower or any of its Restricted Subsidiaries in or in connection with any Loan Document or
any amendment or modification thereof or waiver thereunder, or in any certificate furnished
pursuant to or in connection with any Loan Document or any amendment or modification thereof
or waiver thereunder, shall prove to have been incorrect in any material respect when made
or deemed made




     (d) Holdings, the Borrower or any of its Restricted Subsidiaries shall fail to observe
or perform any covenant, condition or agreement contained in Article VI; provided
that any Event of Default under Section 6.12 (a “Financial Covenant Default”) is
subject to cure as provided in Section 7.02; provided further that any Event
of Default under Section 6.12 shall not constitute an Event of Default with respect to the
Term Loans (unless (a) the Revolving Loans have been accelerated or the Revolving
Commitments have been terminated by the Revolving Lenders or (b) such Event of Default
results in an Event of Default pursuant to paragraph (g) of this Section);




     (e) Holdings, the Borrower or any of its Restricted Subsidiaries shall fail to observe
or perform any covenant, condition or agreement contained in any Loan Document (other than
those specified in paragraph (a), (b) or (d) of this Section and other than a covenant,
condition or agreement contained in a Security Document), and such failure shall continue
unremedied for a period of 30 days after notice thereof from the Administrative Agent to the
Borrower;




     (f) Holdings, the Borrower or any of its Restricted Subsidiaries shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect of any
Material Indebtedness, when and as the same shall become due and payable (after giving
effect to any applicable grace period);




     (g) any event or condition occurs that results in any Material Indebtedness becoming
due prior to its scheduled maturity or that enables or permits (with all applicable grace
periods having expired) the holder or holders of any Material Indebtedness or any trustee or
agent on its or their behalf to cause any Material Indebtedness to become due, or to require
the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled
maturity (it being understood that it shall be an Event of Default with respect to the Term
Loans and Term Lenders under this paragraph (g) notwithstanding the fact that such Material
Indebtedness became due or was enabled or permitted to become due, prepaid, repurchased,
redeemed or defeased due to an Event of Default under Section 6.12), provided that
this paragraph (g) shall not apply to (i) secured Indebtedness that becomes due as a result
of the sale, transfer or other disposition (including as a result of a casualty or
condemnation event) of the property or assets securing such Indebtedness (to the extent such
sale, transfer or other disposition is not prohibited under this Agreement) and (ii)
termination events or similar events occurring under any Swap Agreement that constitutes



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Material Indebtedness (it being understood that paragraph (f) of this Section will apply to
any failure to make any payment required as a result of any such termination or similar
event);




     (h) an involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, court protection, reorganization or other relief in respect
of Holdings, the Borrower or any Significant Subsidiary or its debts, or of a material part
of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, examiner, sequestrator, conservator or similar official for Holdings, the
Borrower or any Significant Subsidiary or for a material part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed;
undischarged, unstayed or unbonded for 60 days or an order or decree approving or
ordering any of the foregoing shall be entered;




     (i) Holdings, the Borrower or any other Material Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, court protection,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or petition described
in paragraph (h) of this Section, (iii) apply for or consent to the appointment of a
receiver, trustee, examiner, custodian, sequestrator, conservator or similar official for
Holdings, the Borrower or any Material Subsidiary or for a material part of its assets, (iv)
file an answer admitting the material allegations of a petition filed against it in any such
proceeding or (v) make a general assignment for the benefit of creditors;




     (j) one or more enforceable judgments for the payment of money in an aggregate amount
in excess of $25,000,000 (to the extent not covered by insurance as to which the insurer has
been notified of such judgment or order and has not denied coverage) shall be rendered
against Holdings, the Borrower and any of its Restricted Subsidiaries or any combination
thereof and the same shall remain undischarged for a period of 60 consecutive days during
which execution shall not be effectively vacated, discharged, stayed or bonded pending
appeal, or any judgment creditor shall legally attach or levy upon assets of such Loan Party
that are material to the businesses and operations of Holdings, the Borrower and its
Restricted Subsidiaries, taken as a whole, to enforce any such judgment;




     (k) (i) an ERISA Event occurs that has resulted or could reasonably be expected to
result in liability of any Loan Party in an aggregate amount that could reasonably be
expected to result in a Material Adverse Effect, or (ii) any Loan Party or any ERISA
Affiliate fails to pay when due, after the expiration of any applicable grace period, any
installment payment with respect to its withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount that could reasonably be expected to
result in a Material Adverse Effect;




     (l) any Lien purported to be created under any Security Document shall cease to be, or
shall be asserted by any Loan Party not to be, a valid and perfected Lien on any material
portion of the Collateral, with the priority required by the applicable Security Document,
except (i) as a result of the sale or other Disposition of the applicable Collateral in a
transaction permitted under the Loan Documents, (ii) as a result of the Administrative
Agent’s failure to maintain possession of any stock certificates, promissory notes or other
instruments delivered to it under the Security Documents, (iii) as to Collateral consisting
of real property to the extent that such losses are covered by a lender’s title insurance
policy and such insurer has not denied coverage or (iv) as a result of acts or omissions of
the Administrative Agent or any Lender;



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     (m) any material provision of any Loan Document or any Guarantee of the Loan Document
Obligations shall for any reason be asserted by any Loan Party not to be a legal, valid and
binding obligation of any Loan Party thereto other than as expressly permitted hereunder or
thereunder;




     (n) any material portion of the Guarantees of the Loan Document Obligations by any Loan
Party pursuant to the Guarantee Agreement shall cease to be in full force and effect (in
each case, other than in accordance with the terms of the Loan Documents);




     (o) Holdings, the Borrower or any of its Restricted Subsidiaries shall fail to observe
or perform any material covenant, condition or agreement contained in any Security Document
and such failure shall continue unremedied for a period of 30 days after notice thereof from
the Administrative Agent to the Borrower; or




     (p) a Change in Control shall occur;


then, and in every such event (other than an event with respect to Holdings or the Borrower
described in paragraph (h) or (i) of this Section), and at any time thereafter during the
continuance of such event, the Administrative Agent may with the consent of the Required Lenders,
and at the request of the Required Lenders (or, if a Financial Covenant Default occurs and is
continuing, at the request of, or with the consent of, the Required Revolving Lenders only), and in
such case only with respect to the Revolving Loans, Revolving Commitments, the Swingline Loans,
Swingline Commitments, and any Letters of Credit and LC Disbursements (unless subject to the second
proviso of Section 7.01(d)) shall, by notice to the Borrower, take either or both of the following
actions, at the same or different times: (i) terminate the Commitments, and thereupon the
Commitments shall terminate immediately, and (ii) declare the Loans then outstanding to be due and
payable in whole (or in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared
to be due and payable, together with accrued interest thereon and all fees and other obligations of
the Borrower accrued hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; and in
case of any event with respect to Holdings or the Borrower described in paragraph (h) or (i) of
this Article, the Commitments shall automatically terminate and the principal of the Loans then
outstanding, together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.




          SECTION 7.02. Right to Cure.




          (a) Notwithstanding anything to the contrary contained in Section 7.01, in the event that the
Borrower and the Restricted Subsidiaries fail to comply with the requirements of Section 6.12 as of
the last day of any fiscal quarter of the Borrower, at any time after the beginning of such fiscal
quarter until the expiration of the 10th day subsequent to the date on which the financial
statements with respect to such fiscal quarter (or the fiscal year ended on the last day of such
fiscal quarter) are required to be delivered pursuant to Section 5.01(a) or (b), as applicable,
Holdings shall have the right to issue common equity for cash or otherwise receive cash
contributions to the capital of Holdings as cash common equity or other Qualified Equity Interests
on terms and conditions reasonably acceptable to the Administrative Agent (which Holdings shall
contribute through its Subsidiaries of which the Borrower is a Subsidiary to the Borrower as cash
common equity) (collectively, the “Cure Right”), and upon the receipt by the Borrower of
the Net Proceeds of such issuance that are Not Otherwise Applied (the “Cure Amount”)
pursuant




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to the exercise by Holdings of such Cure Right Section 6.12 shall be recalculated giving
effect to the following pro forma adjustment:





     (i) Consolidated EBITDA shall be increased with respect to such applicable fiscal
quarter and any four fiscal quarter period that contains such fiscal quarter, solely for the
purpose of measuring the Net Senior Secured Leverage Ratio for purposes of Section 6.12 and
not for any other purpose under this Agreement, by an amount equal to the Cure Amount; and




     (ii) if, after giving effect to the foregoing pro forma adjustment (without giving
effect to any repayment of any Indebtedness with any portion of the Cure Amount or any
portion of the Cure Amount on the balance sheet of the Borrower and its Restricted
Subsidiaries, in each case, with respect to such fiscal quarter only), the Borrower and its
Restricted Subsidiaries shall then be in compliance with the requirements of Section 6.12,
the Borrower and its Restricted Subsidiaries shall be deemed to have satisfied the
requirements of Section 6.12 as of the relevant date of determination with the same effect
as though there had been no failure to comply therewith at such date, and the applicable
breach or default of Section 6.12 that had occurred shall be deemed cured for the purposes
of this Agreement;


provided that the Borrower shall have notified the Administrative Agent of the exercise of
such Cure Right within five (5) Business Days of the issuance of the equity for cash or the receipt
of the cash contributions by Holdings.




          (b) Notwithstanding anything herein to the contrary, (i) in each four consecutive fiscal
quarter period of the Borrower there shall be at least two fiscal quarters in which the Cure Right
is not exercised, (ii) during the term of this Agreement, the Cure Right shall not be exercised
more than five times, (iii) for purposes of this Section 7.02, the Cure Amount shall be no greater
than the amount required for purposes of complying with Section 6.12 and any amounts in excess
thereof shall not be deemed to be a Cure Amount and (iv) upon receipt by the Administrative Agent
of written notice, prior to the expiration of the tenth Business Day subsequent to the due date for
delivery of the relevant financial statements pursuant to Section 5.01(a) or (b) (the
“Anticipated Cure Deadline”) that Holdings intends to exercise the Cure Right, the Lenders
shall not be permitted to accelerate Loans held by them or to exercise remedies against the
Collateral on the basis of a failure to comply with the requirements of the covenants set forth in
Section 6.12 until such failure is not cured pursuant to the exercise of the Cure Right on or prior
to the Anticipated Cure Deadline. Notwithstanding any other provision in this Agreement to the
contrary, the Cure Amount received pursuant to any exercise of the Cure Right shall be disregarded
for purposes of determining any available basket under Article VI of this Agreement




ARTICLE VIII




Administrative Agent



          SECTION 8.01. Appointment and Authority.




          (a) Each of the Lenders and the Issuing Bank hereby irrevocably appoints Citi to act on its
behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the
Administrative Agent to take such actions on its behalf and to exercise such powers as are
delegated to the Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto. The provisions of this Article are solely for the
benefit of the Administrative




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 Agent, the Lenders and the Issuing Bank, and the Borrower shall not
have rights as a third party beneficiary of any of such provisions.




          (b) The Administrative Agent shall also act as the “collateral agent” under the Loan
Documents, and each of the Lenders and the Issuing Bank hereby irrevocably appoints and authorizes
the Administrative Agent to act as the agent of such Lender and the Issuing Bank for purposes of
acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties
to secure any of the Secured Obligations, together with such powers and discretion as are
reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent”
and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 8.05 for purposes of
holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security
Documents, or for exercising any rights and remedies thereunder at the direction of the
Administrative Agent, shall be entitled to the benefits of all provisions of this Article VIII and
Article IX (including Section 9.03 as though such co-agents, sub-agents and attorneys-in-fact were
the “collateral agent” under the Loan Documents) as if set forth in full herein with respect
thereto.




          SECTION 8.02. Rights as a Lender. The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and
may exercise the same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its individual capacity. Such
Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or
in any other advisory capacity for and generally engage in any kind of business with the Borrower
or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent
hereunder and without any duty to account therefor to the Lenders.




          SECTION 8.03. Exculpatory Provisions. The Administrative Agent shall not have any
duties or obligations except those expressly set forth herein and in the other Loan Documents.
Without limiting the generality of the foregoing, the Administrative Agent:





     (a) shall not be subject to any fiduciary or other implied duties, regardless of
whether a Default has occurred and is continuing;




     (b) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated hereby
or by the other Loan Documents that the Administrative Agent is required to exercise as
directed in writing by the Required Lenders (or such other number or percentage of the
Lenders as shall be expressly provided for herein or in the other Loan Documents);
provided that the Administrative Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;




     (c) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is communicated to or
obtained by the Person serving as the Administrative Agent or any of its Affiliates in any
capacity;




     (d) shall not be liable for any action taken or not taken by it (i) with the consent or
at the request of the Required Lenders (or such other number or percentage of the Lenders as
shall



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be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Section 9.02 and in the last paragraph of
Section 7.01) or (ii) in the absence of its own gross negligence or willful misconduct;
provided that the Administrative Agent shall be deemed not to have knowledge of any
Default unless and until notice describing such Default is given to the Administrative Agent
by the Borrower, a Lender or the Issuing Bank;




     (e) shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any
other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any other
agreement, instrument or document, or the creation, perfection or priority of any Lien
purported to be created by the Security Documents, (v) the value or the sufficiency of any
Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent; and




     (f) shall not be required to carry out any “know your customer” or other checks in
relation to any Person on behalf of any Lender and each Lender confirms to the
Administrative Agent that it is solely responsible for any such checks it is required to
carry out and that it may not rely on any statement in relation to such checks made by the
Administrative Agent or any of its Related Parties.



          SECTION 8.04. Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the
Issuing Bank, the Administrative Agent may presume that such condition is satisfactory to such
Lender or the Issuing Bank unless the Administrative Agent shall have received notice to the
contrary from such Lender or the Issuing Bank prior to the making of such Loan or the issuance of
such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel
for the Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel,
accountants or experts.




          SECTION 8.05. Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent
and any such sub-agent may perform any and all of its duties and exercise its rights and powers by
or through their respective Related Parties. The exculpatory provisions of this Article shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and any such
sub-agent, and shall apply to their respective activities in connection with the syndication of the
credit facilities provided for herein as well as activities as Administrative Agent.




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          SECTION 8.06. Resignation of Administrative Agent. The Administrative Agent may resign
at any time upon 10 days’ notice to the Lenders, the Issuing Bank and the Borrower, subject to the
appointment of a successor. If the Administrative Agent becomes a Defaulting Lender or an Affiliate
thereof and is not performing its role hereunder as Administrative Agent, the Administrative Agent
may be removed as the Administrative Agent hereunder at the request of the Borrower or the Required
Lenders upon 10 days’ notice to the Administrative Agent, subject to the appointment of a
successor. Upon receipt of any such notice of resignation or upon such removal, the Required
Lenders shall have the right, with the Borrower’s consent (such consent not to be unreasonably
withheld or delayed if such successor is a commercial bank with a combined capital and surplus of
at least $1.0 billion) (provided that no consent of the Borrower shall be required if an
Event of Default has occurred and is continuing), to appoint a successor.
If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation, then the retiring Administrative Agent may on behalf of the Lenders and the
Issuing Bank, appoint a successor Administrative Agent, which shall be an Approved Bank with an
office in the United States, or any Affiliate of any such Approved Bank; provided that if
the Administrative Agent shall notify the Borrower and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become effective in accordance
with such notice and (a) the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the case of any collateral
security held by the Administrative Agent on behalf of the Lenders or the Issuing Bank under any of
the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed) and (b) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender and the Issuing Bank directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above in this Section.
Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other Loan Documents (if
not already discharged therefrom as provided above in this Section). The fees payable by the
Borrower to a successor Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such successor. After the retiring Administrative
Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article
and Section 9.03 shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.




          SECTION 8.07. Non-Reliance on Administrative Agent and Other Lenders. Each Lender and
the Issuing Bank acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it has deemed appropriate, made its own credit analysis and decision
to enter into this Agreement. Each Lender and the Issuing Bank also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties based on such documents and information as it shall from time to time deem
appropriate, which may include, in each case:





     (a) the financial condition, status and capitalization of the Borrower and each other
Loan Party;



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     (b) the legality, validity, effectiveness, adequacy or enforceability of this Agreement
and each other Loan Document and any other agreement, arrangement or document entered into,
made or executed in anticipation of, under or in connection with any Loan Document;




     (c) determining compliance or non-compliance with any condition hereunder to the making
of a Loan, or the issuance of a Letter of Credit and the form and substance of all evidence
delivered in connection with establishing the satisfaction of each such condition; and




     (d) the adequacy, accuracy and/or completeness of the Information Memorandum and any
other information delivered by the Administrative Agent, any other Lender or by any of their
respective Related Parties under or in connection with this Agreement or any other Loan
Document, the transactions contemplated hereby and thereby or any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in
connection with any Loan Document,


continue to make its own decisions in taking or not taking action under or based upon this
Agreement, any other Loan Document or any related agreement or any document furnished hereunder or
thereunder.




          SECTION 8.08. No Other Duties, Etc. Anything herein to the contrary notwithstanding,
neither any Joint Bookrunner nor any person named on the cover page hereof as a Joint Lead
Arranger, a Syndication Agent or a Documentation Agent shall have any powers, duties,
responsibilities or liabilities under this Agreement or any of the other Loan Documents, except in
its capacity, as applicable, as the Administrative Agent, a Lender or the Issuing Bank hereunder
but all such parties shall be entitled to the benefits of this Article VIII.




          SECTION 8.09. Administrative Agent May File Proofs of Claim. In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan
Party, the Administrative Agent (irrespective of whether the principal of any Loan or outstanding
Letter of Credit shall then be due and payable as herein expressed or by declaration or otherwise
and irrespective of whether the Administrative Agent shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise:





     (a) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, Letter of Credit outstandings and all other Secured
Obligations that are owing and unpaid and to file such other documents as may be necessary
or advisable in order to have the claims of the Lenders, the Issuing Bank and the
Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the Issuing Bank and the Administrative Agent and
their respective agents and counsel and all other amounts due the Lenders, the Issuing Bank
and the Administrative Agent under Sections 2.12 and 9.03) allowed in such judicial
proceeding; and




     (b) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the Issuing Bank to make
such payments to the Administrative Agent and, if the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the Issuing Bank, to pay to the Administrative
Agent any amount due for the


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reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent
under Sections 2.12 and 9.03.




          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the Issuing Bank any plan of
reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the
rights of any Lender or the Issuing Bank to authorize the Administrative Agent to vote in respect
of the claim of any Lender or the Issuing Bank or in any such proceeding.




          SECTION 8.10. No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender,
any Issuing Bank or the Administrative Agent to exercise, and no delay by any such Person in
exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and privileges herein
provided, and provided under each other Loan Document, are cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.




          Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the
Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law
in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Article VII for the benefit of all the Lenders and the
Issuing Banks; provided, however, that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its
benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan
Documents, (b) the Issuing Banks or the Swingline Lender from exercising the rights and remedies
that inure to its benefit (solely in its capacity as Issuing Bank or Swingline Lender, as the case
may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights
in accordance with Section 9.08 (subject to the terms of Section 2.18), or (d) any Lender from
filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a
proceeding relative to any Loan Party under any Debtor Relief Law; and provided,
further, that if at any time there is no Person acting as Administrative Agent hereunder
and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise
ascribed to the Administrative Agent pursuant to Article VII and (ii) in addition to the matters
set forth in clauses (b), (c) and (d) of the preceding proviso and subject to Section 2.18, any
Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to
it and as authorized by the Required Lenders.




          To the extent required by any applicable law, the Administrative Agent may deduct or withhold
from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the
Internal Revenue Service or any other authority of the United States or other jurisdiction asserts
a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the
account of any Lender for any reason (including, without limitation, because the appropriate form
was not delivered or not property executed, or because such Lender failed to notify the
Administrative Agent of a change in circumstance that rendered the exemption from, or reduction of
withholding Tax ineffective, or for any other reason), such Lender shall indemnify and hold
harmless the Administrative Agent (to the extent that the Administrative Agent has not already been
reimbursed by the Borrower pursuant to Section 2.17 and without limiting any obligation of the
Borrower to do so pursuant to such Sections) fully for all amounts paid, directly or indirectly, by
the Administrative Agent as Taxes or otherwise, together with all expenses incurred, including
legal expenses and any other out-of-pocket expenses, whether or not such




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Tax was correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to any Lender by the Administrative Agent shall be
conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off
and apply any and all amounts at any time owing to such Lender under this Agreement or any other
Loan Document against any amount due to the Administrative Agent under this Article VIII. The
agreements in this Article VIII shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination
of this Agreement and the repayment, satisfaction or discharge of all other obligations. For the
avoidance of doubt, the term “Lender” in this Article VIII shall include any Issuing Bank and
Swingline Lender.




ARTICLE IX




Miscellaneous



          SECTION 9.01. Notices.




          (a) Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices and other communications provided for herein shall be in writing and shall
be delivered by hand or overnight courier service, mailed by certified or registered mail or sent
by fax or other electronic transmission, as follows:





     (i) if to Holdings, the Borrower, the Administrative Agent, the Issuing Bank or the
Swingline Lender, to the address, fax number, e-mail address or telephone number specified
for such Person on Schedule 9.01; and




     (ii) if to any other Lender, to it at its address (or fax number, telephone number or
e-mail address) set forth in its Administrative Questionnaire (including, as appropriate,
notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material
non-public information relating to the Borrower).



          Notices and other communications sent by hand or overnight courier service, or mailed by
certified or registered mail, shall be deemed to have been given when received; notices and other
communications sent by facsimile shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient). Notices and other communications
delivered through electronic communications to the extent provided in subsection (b) below shall be
effective as provided in such subsection (b).




          (b) Electronic Communications. Notices and other communications to the Lenders and the
Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail
and Internet or intranet websites) pursuant to procedures reasonably approved by the Administrative
Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing
Bank pursuant to Article II if such Lender or the Issuing Bank, as applicable, has notified the
Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication.




          Unless the Administrative Agent otherwise prescribes, (i) notices and other communications
sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement
from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail




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or other written acknowledgement), provided that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next Business Day
for the recipient, and (ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i) of notification that such notice or communication is
available and identifying the website address therefor.




          (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT
PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.
NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR
OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE
PLATFORM. In no event shall the Administrative Agent, the Joint Bookrunners or any of their
respective Related Parties (collectively, the “Agent Parties”) have any liability to
Holdings, the Borrower, any Lender, the Issuing Bank or any other Person for losses, claims,
damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out
of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through the
Internet, except to the extent that such losses, claims, damages, liabilities or expenses are
determined by a court of competent jurisdiction by a final and non-appealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party; provided,
however, that in no event shall any Agent Party have any liability to Holdings, the
Borrower, any Lender, the Issuing Bank or any other Person for indirect, special, incidental,
consequential or punitive damages (as opposed to direct or actual damages).




          (d) Change of Address, Etc. Each of Holdings, the Borrower, the Administrative Agent,
the Issuing Bank and the Swingline Lender may change its address, electronic mail address, fax or
telephone number for notices and other communications or website hereunder by notice to the other
parties hereto. Each other Lender may change its address, fax or telephone number for notices and
other communications hereunder by notice to the Borrower, the Administrative Agent, the Issuing
Bank and the Swingline Lender. In addition, each Lender agrees to notify the Administrative Agent
from time to time to ensure that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, fax number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such Lender.




          (e) Reliance by Administrative Agent, Issuing Bank and Lenders. The Administrative
Agent, the Issuing Bank and the Lenders shall be entitled to rely and act upon any notices
purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a
manner specified herein, were incomplete or were not preceded or followed by any other form of
notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify the Administrative Agent, the Issuing Bank, each
Lender and the Related Parties from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the Borrower in the
absence of gross negligence or willful misconduct as determined in a final and non-appealable
judgment by a court of competent jurisdiction. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent and each
of the parties hereto hereby consents to such recording.




          SECTION 9.02. Waivers; Amendments.




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          (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power under this Agreement or any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or any Loan Document or consent to any departure by any
Loan Party therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such
waiver or consent shall be effective only in the specific instance and for the purpose for
which given. Without limiting the generality of the foregoing, the making of a Loan or the
issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a waiver
of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may
have had notice or knowledge of such Default at the time. No notice or demand on the Borrower or
Holdings in any case shall entitle the Borrower or Holdings to any other or further notice or
demand in similar or other circumstances.




          (b) Except as provided in Section 2.20 with respect to any Incremental Revolving Facility
Amendment, Section 2.21 with respect to any Refinancing Amendment or Section 2.22 with respect to
any Extension, neither this Agreement, any Loan Document nor any provision hereof or thereof may be
waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or
agreements in writing entered into by Holdings, the Borrower and the Required Lenders or, in the
case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by
the Administrative Agent and the Loan Party or Loan Parties that are parties thereto, in each case
with the consent of the Required Lenders (other than with respect to any amendment or waiver
contemplated in clause (x) below, which shall only require the consent of Required Revolving
Lenders), provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender (it being understood that a waiver of any condition
precedent set forth in Section 4.02 or the waiver of any Default, mandatory prepayment or mandatory
reduction of the Commitments shall not constitute an extension or increase of any Commitment of any
Lender), (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of
interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender
directly and adversely affected thereby (it being understood that any change to the definition of
Net Senior Secured Leverage Ratio or in the component definitions thereof shall not constitute a
reduction of interest or fees and no Term Lender shall have a consent right with respect thereto so
long as such change affects only a reduction in the principal amount of any Loan or LC Disbursement
or reduces the rate of interest thereon and no other Section of this Agreement requiring compliance
with the Net Senior Secured Leverage Ratio levels set forth therein), (iii) postpone the maturity
of any Loan, or the date of any scheduled amortization payment of the principal amount of any Term
Loan under Section 2.10 or the applicable Refinancing Amendment, or the reimbursement date with
respect to any LC Disbursement, or any date for the payment of any interest or fees payable
hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled
date of expiration of any Commitment, without the written consent of each Lender directly and
adversely affected thereby; provided that, with respect to postponing the final maturity of
any Loan, each Term Lender of the applicable Class shall be offered the opportunity to extend the
maturity date with respect to such Term Lender’s Term Loans and each Revolving Lender of the
applicable Class shall be offered the opportunity to extend the maturity date with respect to such
Revolving Lender’s Revolving Loans, as applicable, (iv) change Section 2.18(b) or (c) in a manner
that would alter the pro rata sharing of payments required thereby, without the written consent of
each Lender directly and adversely affected thereby, (v) change any of the provisions of this
Section without the written consent of each Lender directly and adversely affected thereby, (vi)
change the percentage set forth in the definition of “Required Lenders” or any other




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provision of
any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify
any rights thereunder or make any determination or grant any consent thereunder, without the
written consent of each Lender, (vii) release all or substantially all the value of the Guarantees
under the Guarantee Agreement (except as expressly provided in the Guarantee Agreement) without the
written consent of each Lender (other than a Defaulting Lender) (except as expressly provided in
the Security Documents), (viii) release all or substantially all the Collateral from the Liens of
the Security Documents, without the written consent of each Lender (other than a Defaulting
Lender), or (x) (i) amend or otherwise modify Section 6.12 hereof (or any defined term used
therein) or (ii) waive or consent to any Default or Event of Default resulting from a breach of
Section 6.12, without the written consent of the
Required Revolving Lenders; provided that the amendments, modifications, waivers and
consents described in this clause (x) shall not require the consent of any Lenders other than the
Required Revolving Lenders (it being understood that any amendment or modification with respect to
Section 6.12 shall affect compliance with Section 6.12 but shall not constitute an amendment with
respect to any other provision of this Agreement that requires compliance with Section 6.12 or with
the Net Senior Secured Leverage Ratio levels set forth in Section 6.12 (whether or not such
covenant is then in effect) without the consent of the Required Lenders); provided further
that (A) no such agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, any Issuing Bank or the Swingline Lender without the prior written consent of
the Administrative Agent, such Issuing Bank or the Swingline Lender, as the case may be, and (B)
any provision of this Agreement or any other Loan Document may be amended by an agreement in
writing entered into by Holdings, the Borrower and the Administrative Agent to cure any ambiguity,
omission, error, defect or inconsistency so long as, in each case, the Lenders shall have received
at least five Business Days’ prior written notice thereof and the Administrative Agent shall not
have received, within five Business Days of the date of such notice to the Lenders, a written
notice from the Required Lenders stating that the Required Lenders object to such amendment.
Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the
written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrower (i) to
add one or more additional credit facilities to this Agreement and to permit the extensions of
credit from time to time outstanding thereunder and the accrued interest and fees in respect
thereof to share ratably in the benefits of this Agreement and the other Loan Documents and (ii) to
include appropriately the Lenders holding such credit facilities in any determination of the
Required Lenders on substantially the same basis as the Lenders prior to such inclusion.




          (c) In connection with any proposed amendment, modification, waiver or termination (a
“Proposed Change”) requiring the consent of all Lenders or all affected Lenders, if the
consent of the Required Lenders to such Proposed Change is obtained, but the consent to such
Proposed Change of other Lenders whose consent is required is not obtained (any such Lender whose
consent is not obtained as described in paragraph (b) of this Section being referred to as a
“Non-Consenting Lender”), then, so long as the Administrative Agent is not a Non-Consenting
Lender, the Borrower may, at its sole expense and effort, upon notice to such Non-Consenting Lender
and the Administrative Agent, require such Non-Consenting Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its
interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume
such obligations (which Eligible Assignee may be another Lender, if a Lender accepts such
assignment), provided that (a) the Borrower shall have received the prior written consent
of the Administrative Agent to the extent such consent would be required under Section 9.04(b) for
an assignment of Loans or Commitments, as applicable (and, if a Revolving Commitment is being
assigned, each Principal Issuing Bank and Swingline Lender), which consent shall not unreasonably
be withheld, (b) such Non-Consenting Lender shall have received payment of an amount equal to the
outstanding par principal amount of its Loans and participations in LC Disbursements and Swingline
Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder
(including pursuant to





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Section 2.11(a)(i)) from the Eligible Assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the case of all other
amounts) and (c) unless waived, the Borrower or such Eligible Assignee shall have paid to the
Administrative Agent the processing and recordation fee specified in Section 9.04(b).




          (d) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary,
the Revolving Commitments, Term Loans and Revolving Exposure of any Lender that is at the time a
Defaulting Lender shall not have any voting or approval rights under the Loan Documents and shall
be excluded in determining whether all Lenders, all affected Lenders, the Required Revolving Lenders
or the Required Lenders have taken or may take any action hereunder (including any consent
to any amendment or waiver pursuant to this Section 9.02); provided that (x) the Commitment
of any Defaulting Lender may not be increased or extended without the consent of such Lender and
(y) any waiver, amendment or modification requiring the consent of all Lenders or each affected
Lender that affects any Defaulting Lender more adversely than other affected Lenders shall require
the consent of such Defaulting Lender.




          (e) In the event that S&P, Moody’s and Thompson’s BankWatch (or InsuranceWatch Ratings
Service, in the case of Lenders that are insurance companies (or Best’s Insurance Reports, if such
insurance company is not rated by Insurance Watch Ratings Service)) shall, after the date that any
Lender becomes a Revolving Lender, downgrade the long-term certificate deposit ratings of such
Lender, and the resulting ratings shall be below BBB-, Baa3 and C (or BB, in the case of a Lender
that is an insurance company (or B, in the case of an insurance company not rated by InsuranceWatch
Ratings Service)), then each Principal Issuing Bank shall have the right, but not the obligation,
at its own expense, upon notice to such Lender and the Administrative Agent, to replace such Lender
with an Eligible Assignee (in accordance with and subject to the restrictions contained in
paragraph (b) above), and such Lender hereby agrees to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in paragraph (b) above) all its
interests, rights and obligations under this Agreement to such Eligible Assignee; provided,
however, that (i) no such assignment shall conflict with any law, rule and regulation or
order of any Governmental Authority, (ii) such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans and participations in LC Disbursements and
Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it
hereunder from the Eligible Assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts), (iii) the Principal Issuing
Bank, the Administrative Agent and such Eligible Assignee shall have received the prior written
consent of the Borrower to the extent such consent would be required under Section 9.04(b) for an
assignment of Loans or Commitments, as applicable, which consent shall not unreasonably be withheld
and (iv) the Borrower or such Eligible Assignee shall have paid to the Administrative Agent the
processing and recordation fee specified in Section 9.04(b).




          (f) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary,
each Affiliated Lender (other than an Affiliated Debt Fund) hereby agrees that, if a proceeding
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law shall be commenced by or against the Borrower or any other
Loan Party at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably
authorizes and empowers the Administrative Agent to vote on behalf of such Affiliated Lender with
respect to the Loans held by such Affiliated Lender in any manner in the Administrative Agent’s
sole discretion, unless the Administrative Agent instructs such Affiliated Lender to vote, in which
case such Affiliated Lender shall vote with respect to the Loans held by it as the Administrative
Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance
with its sole discretion (and not in accordance with the direction of the Administrative Agent) in
connection with any plan of reorganization to the extent any such




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plan of reorganization proposes
to treat any Secured Obligations held by such Affiliated Lender in a manner that is less favorable
in any material respect to such Affiliated Lender than the proposed treatment of similar Secured
Obligations held by Lenders that are not Affiliates of the Borrower.




          SECTION 9.03. Expenses; Indemnity; Damage Waiver.




          (a) The Borrower shall pay, if the Effective Date occurs, (i) all reasonable and documented or
invoiced out-of-pocket costs and expenses incurred by the Administrative Agent and its Affiliates
(without duplication), including the reasonable fees, charges and disbursements of Cahill
Gordon & Reindel llp and to the extent reasonably determined by the Administrative
Agent to be necessary, one local counsel in each applicable jurisdiction (exclusive of any
reasonably necessary special counsel) and, in the case of an actual or reasonably perceived
conflict of interest, one additional counsel per affected party, in each case for the
Administrative Agent, in connection with the syndication of the credit facilities provided for
herein, and the preparation, execution, delivery and administration of the Loan Documents or any
amendments, modifications or waivers of the provisions thereof, (ii) all reasonable and documented
or invoiced out-of-pocket costs and expenses incurred by each Issuing Bank in connection with the
issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all invoiced out-of-pocket expenses incurred by the Administrative Agent, each
Issuing Bank or any Lender, including the fees, charges and disbursements of counsel for the
Administrative Agent, the Issuing Banks and the Lenders, in connection with the enforcement or
protection of any rights or remedies, including all such out-of-pocket costs and expenses incurred
during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (A)
in connection with the Loan Documents (including all such costs and expenses incurred during any
legal proceeding, including any proceeding under any Debtor Relief Laws), including its rights
under this Section or (B) in connection with the Loans made or Letters of Credit issued hereunder;
provided that such counsel shall be limited to one lead counsel and such local counsel
(exclusive of any reasonably necessary special counsel) as may reasonably be deemed necessary by
the Administrative Agent in each relevant jurisdiction and, in the case of an actual or reasonably
perceived conflict of interest, one additional counsel per affected party.




          (b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank, each Lender, the
Documentation Agent, the Syndication Agent, the Joint Bookrunners and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities and reasonable and
documented or invoiced out-of-pocket fees and expenses of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee by any third party or by the Borrower, Holdings or any
Subsidiary arising out of, in connection with, or as a result of (i) the execution or delivery of
this Agreement, any Loan Document or any other agreement or instrument contemplated hereby or
thereby, the performance by the parties to the Loan Documents of their respective obligations
thereunder or the consummation of the Transactions or any other transactions contemplated thereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by
the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented
in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) to the extent in any way arising from or relating to any of the foregoing, any actual or
alleged presence, Release or threat of Release of Hazardous Materials on, at, to or from any
Mortgaged Property or any other property currently or formerly owned, leased or operated by
Holdings, the Borrower or any Subsidiary, or any other Environmental Liability related in any way
to Holdings, the Borrower or any Subsidiary, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower, Holdings or any Subsidiary
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that




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such losses, claims, damages,
liabilities, costs or related expenses (x) resulted from the gross negligence, bad faith or willful
misconduct of such Indemnitee or its Related Parties (as determined by a court of competent
jurisdiction in a final and non-appealable judgment), (y) resulted from a material breach of a
material obligation under the Loan Documents by such Indemnitee or its Related Parties (as
determined by a court of competent jurisdiction in a final and non-appealable judgment) or (z)
arise from disputes between or among Indemnitees that do not involve an act or omission by
Holdings, the Borrower or any Restricted Subsidiary other than against any of the Administrative
Agent or any Joint Bookrunner in their capacities as such. Notwithstanding the foregoing, this
Section 9.03 shall not apply to Tax matters, except
that, to the extent the Borrower shall be required to indemnify under this Section 9.03(b) in
respect of any non-Tax matters, such indemnification shall be made on a net after-Tax basis.




          (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent, any Lender or any Issuing Bank under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, such Lender or such Issuing Bank,
as the case may be, such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that
the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent, such Lender or such
Issuing Bank in its capacity as such. For purposes hereof, a Lender’s “pro rata
share” shall be determined based upon its share of the aggregate Revolving Exposures, outstanding
Term Loans and unused Commitments at such time. The obligations of the Lenders under this paragraph
(c) are subject to the last sentence of Section 2.02(a) (which shall apply mutatis mutandis to the
Lenders’ obligations under this paragraph (c)).




          (d) To the extent permitted by applicable law, neither Holdings nor the Borrower shall assert,
and each hereby waives, any claim against any Indemnitee (i) for any damages arising from the use
by unintended recipients of information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information
transmission systems (including the Internet) in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such damages are determined by a
court of competent jurisdiction by final, non-appealable judgment to have resulted from the gross
negligence or willful misconduct of, or a material breach of a material obligation under the Loan
Documents by, such Indemnitee or its Related Parties or (ii) on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of
Credit or the use of the proceeds thereof.




          (e) All amounts due under this Section shall be payable not later than ten (10) Business Days
after written demand therefor; provided, however, that any Indemnitee shall
promptly refund an indemnification payment received hereunder to the extent that there is a final
judicial determination that such Indemnitee was not entitled to indemnification with respect to
such payment pursuant to this Section 9.03.




          SECTION 9.04. Successors and Assigns.




          (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may
not assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of each Lender




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(and any attempted assignment or transfer by the Borrower without
such consent shall be null and void) (it being understood that this provision shall not be
applicable to any transaction described in Section 6.03(a)), (ii) no assignment shall be made to
any Defaulting Lender or any of its Subsidiaries, or any Persons who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this clause (ii) and (iii) no
Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance
with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted
hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants
(to the extent provided in paragraph (c) of this Section), the Indemnitees and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing
Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.




          (b) (i) Subject to the conditions set forth in paragraphs (b)(ii) and (f) below, any Lender
may assign to one or more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it)
with the prior written consent (such consent (except with respect to assignments to competitors of
the Borrower) not to be unreasonably withheld or delayed) of (A) the Borrower; provided
that no consent of the Borrower shall be required for an assignment (x) by a Lender to any Lender
or an Affiliate of any Lender, (y) by a Lender to an Approved Fund or (z) if an Event of Default
under Section 7.01(a), (b), (h) or (i) has occurred and is continuing; and provided
further that the Borrower shall have the right to withhold its consent to any assignment if
in order for such assignment to comply with applicable law, the Borrower would be required to
obtain the consent of, or make any filing or registration with, any Governmental Authority, (B) the
Administrative Agent; provided that no consent of the Administrative Agent shall be
required for an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or to an
Affiliated Lender and (C) solely in the case of Revolving Loans and Revolving Commitments, each
Issuing Bank and the Swingline Lender; provided that, for the avoidance of doubt, no
consent of any Issuing Bank or the Swingline Lender shall be required for an assignment of all or
any portion of a Term Loan or Term Commitment. Notwithstanding anything in this Section 9.04 to the
contrary, if the Borrower has not given the Administrative Agent written notice of its objection to
such assignment within five (5) Business Days after written notice to the Borrower, the Borrower
shall be deemed to have consented to such assignment.




          (ii) Assignments shall be subject to the following additional conditions: (A) except in the
case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of
the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount
of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as
of the trade date specified in the Assignment and Assumption with respect to such assignment or, if
no trade date is so specified, as of the date the Assignment and Assumption with respect to such
assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (and
integral multiples thereof), unless the Borrower and the Administrative Agent otherwise consent
(such consent not to be unreasonably withheld or delayed); provided that no such consent of
the Borrower shall be required if an Event of Default under Section 7.01(a), (b), (h) or (i) has
occurred and is continuing, (B) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under this Agreement;
provided that this clause (B) shall not be construed to prohibit assignment of a
proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of
Commitments or Loans, (C) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together (unless waived by the Administrative
Agent) with a processing and recordation fee of $3,500; provided that the Administrative
Agent, in its sole discretion, may elect to waive such processing and recordation fee;
provided further that assignments made pursuant to




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Section 2.19(b) or Section
9.02(c) shall not require the signature of the assigning Lender to become effective, (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent any tax forms
required by Section 2.17(e) and an Administrative Questionnaire in which the assignee designates
one or more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower, the Loan Parties and their Related Parties or their
respective securities) will be made available and who may receive such information in accordance
with the assignee’s compliance procedures and applicable laws, including Federal and state
securities laws and (E) unless the Borrower otherwise consents, no assignment of all or any portion
of the Revolving Commitment of a Lender that is
also the Swingline Lender or an Issuing Bank may be made unless (1) the assignee shall be or
become a Swingline Lender and/or an Issuing Bank, as applicable, and assume a ratable portion of
the rights and obligations of such assignor in its capacity as Swingline Lender and Issuing Bank,
or (2) the assignor agrees, in its discretion, to retain all of its rights with respect to and
obligations to make or issue Swingline Loans and Letters of Credit, as applicable, hereunder in
which case the Applicable Fronting Exposure of such assignor may exceed such assignor’s Revolving
Commitment for purposes of Sections 2.04(a) and 2.05(b) by an amount not to exceed the difference
between the assignor’s Revolving Commitment prior to such assignment and the assignor’s Revolving
Commitment following such assignment; provided that no such consent of the Borrower shall
be required if an Event of Default under Section 7.01(a), (b), (h) or (i) has occurred and is
continuing.




          (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v) of this Section,
from and after the effective date specified in each Assignment and Assumption, the assignee
thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption,
be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of (and
subject to the obligations and limitations of) Sections 2.15, 2.16, 2.17 and 9.03 and to any fees
payable hereunder that have accrued for such Lender’s account but have not yet been paid). Any
assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with paragraph (c)(i) of
this Section. Notwithstanding the foregoing, no assignee, which as of the date of any assignment to
it pursuant to this Section 9.04 would be entitled to any payments under Sections 2.15 or 2.17 in
an amount greater than the assigning Lender would have been entitled to as of such date with
respect to the rights assigned, shall be entitled to such greater payments.




          (iv) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the Commitment of, and
principal and interest amounts of the Loans and LC Disbursements owing to, each Lender pursuant to
the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive absent manifest error, and Holdings, the Borrower, the Administrative Agent, the Issuing
Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to
the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. In addition, the Administrative Agent shall maintain on the Register information
regarding the designation, and revocation of designation, of any Lender as a Defaulting Lender. The
Register shall be available for inspection by the Borrower, the Issuing Banks and any Lender, at
any reasonable time and from time to time upon reasonable prior notice.




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          (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire and any tax forms
required by Section 2.17(e) (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section 9.04 and any written
consent to such assignment required by paragraph (b) of this Section 9.04, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the
Register. No assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.




          (vi) The words “execution,” “signed,” “signature” and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures or the keeping of records in
electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as the case may be,
to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and
Records Act or any other similar state laws based on the Uniform Electronic Transactions Act.




          (c) (i) Any Lender may, without the consent of the Borrower, the Administrative Agent, the
Issuing Banks or the Swingline Lender, sell participations to one or more banks or other Persons
other than a natural person or a Defaulting Lender (a “Participant”) in all or a portion of
such Lender’s rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under
this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) Holdings, the Borrower, the
Administrative Agent, the Issuing Banks and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and any other Loan
Documents and to approve any amendment, modification or waiver of any provision of this Agreement
and any other Loan Documents; provided that such agreement or instrument may provide that
such Lender will not, without the consent of the Participant, agree to any amendment, modification
or waiver described in the first proviso to Section 9.02(b) that directly and adversely affects
such Participant. Subject to paragraph (c)(iii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the
obligations and limitations of such Sections, including Section 2.17(e)) to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by applicable law, each Participant also shall be entitled to the
benefits of Section 9.08 as though it were a Lender; provided that such Participant agrees
to be subject to Section 2.18(c) as though it were a Lender.




          (ii) Each Lender that sells a participation shall, acting solely for this purpose as a
non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and related interest amounts) of each participant’s
interest in the Loans or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any
portion of the Participant Register to any Person (including the identity of any participant or any
information relating to a participant’s interest in any Commitments, Loans or its other obligations
under this Agreement) except to the extent that the relevant parties, acting reasonably and in good
faith, determine that such disclosure is necessary to establish that such Commitment, Loan or other
obligation is in registered form under Section 5f.103-1(c) of the United States Treasury
Regulations. Unless otherwise required by the Internal Revenue Service (“IRS”), any
disclosure required by the foregoing sentence shall be made by the relevant Lender directly and
solely to the IRS. The




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entries in the Participant Register shall be conclusive, absent manifest
error, and such Lender shall treat each person whose name is recorded in the Participant Register
as the owner of such participation for all purposes of this Agreement notwithstanding any notice to
the contrary.




          (iii) A Participant shall not be entitled to receive any greater payment under Section 2.15 or
Section 2.17 than the applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant.




          (d) Any Lender may, without the consent of the Borrower or the Administrative Agent, at any
time pledge or assign a security interest in all or any portion of its rights under this Agreement
to secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank or other “central” bank, and this Section shall not apply to any such pledge
or assignment of a security interest, provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder or substitute any
such pledgee or assignee for such Lender as a party hereto.




          (e) In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other
conditions thereto set forth herein, the parties to the assignment shall make such additional
payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof
as appropriate (which may be outright payment, purchases by the assignee of participations or
subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans
previously requested but not funded by the Defaulting Lender, to each of which the applicable
assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment
liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder
(and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of
all Loans and participations in Letters of Credit and Swingline Loans in accordance with its
Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights
and obligations of any Defaulting Lender hereunder shall become effective under applicable law
without compliance with the provisions of this paragraph, then the assignee of such interest shall
be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance
occurs.




          (f) Any Lender may, at any time, assign all or a portion of its rights and obligations under
this Agreement to the Sponsors or any of their respective Affiliates (it being understood that this
clause (f) shall not be applicable to assignments to Holdings, the Borrower, any of their
respective Subsidiaries or any Affiliated Debt Fund) subject to the following limitations:





     (i) Affiliated Lenders will not receive information provided solely to Lenders by the
Administrative Agent or any Lender and will not be permitted to attend or participate in
meetings attended solely by the Lenders and the Administrative Agent, other than the right
to receives notices or Borrowings, notices or prepayments and other administrative notices
in respect of its Loans or Commitments required to be delivered to Lenders pursuant to
Article II;




     (ii) for purposes of any amendment, waiver or modification of any Loan Document or,
subject to Section 9.02(f), any plan of reorganization pursuant to the U.S. Bankruptcy Code,
that in either case does not require the consent of each Lender or each affected Lender or
does not adversely affect such Affiliated Lender in any material respect as compared to
other Lenders, Affiliated Lenders will be deemed to have voted in the same proportion as the
Lenders that are not Affiliated Lenders voting on such matter; and each Affiliated Lender
hereby acknowledges,



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agrees and consents that if, for any reason, its vote to accept or
reject any plan pursuant to the U.S. Bankruptcy Code is not deemed to have been so voted,
then such vote will be (x) deemed not to be in good faith and (y) “designated” pursuant to
Section 1126(e) of the U.S. Bankruptcy Code such that the vote is not counted in determining
whether the applicable class has accepted or rejected such plan in accordance with Section
1126(c) of the U.S. Bankruptcy Code; provided that Affiliated Debt Funds will not be
subject to such voting limitations and will be entitled to vote as any other Lender;




     (iii) Affiliated Lenders may not purchase Revolving Loans by assignment pursuant to
this Section 9.04;




     (iv) the aggregate principal amount of Term Loans purchased by assignment pursuant to
this Section 9.04 and held at any one time by Affiliated Lenders (other than Affiliated Debt
Funds) may not exceed 25% of the original principal amount of all Term Loans on the
Effective Date plus the original principal amount of all term loans made pursuant to a Term
Commitment Increase; and




     (v) any Affiliated Lender who is assigned any rights or obligations under this
Agreement shall, prior to such assignment, notify the Administrative Agent that it is an
Affiliated Lender.



          (g) Notwithstanding anything in Section 9.02 or the definition of “Required Lenders” to the
contrary, for purposes of determining whether the Required Lenders have (i) consented (or not
consented) to any amendment, modification, waiver, consent or other action with respect to any of
the terms of any Loan Document or any departure by any Loan Party therefrom, (ii) otherwise acted
on any matter related to any Loan Document, or (iii) directed or required the Administrative Agent,
collateral agent or any Lender to undertake any action (or refrain from taking any action) with
respect to or under any Loan Document, all Term Loans, Revolving Commitments and Revolving Exposure
held by Affiliated Debt Funds may not account for more than 50% of the Term Loans, Revolving
Commitments and Revolving Exposure of consenting Lenders included in determining whether the
Required Lenders have consented to any action pursuant to Section 9.02.




          SECTION 9.05. Survival. All covenants, agreements, representations and warranties made
by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in
connection with or pursuant to any Loan Document shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of the Loan Documents and the
making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the Administrative Agent, any
Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is
outstanding and so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and
effect regardless of the consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Letters of Credit and the Commitments or the
termination of this Agreement or any provision hereof. Notwithstanding the foregoing or anything
else to the contrary set forth in this Agreement, in the event that, in connection with the
refinancing or repayment in full of the credit facilities provided for herein, an Issuing Bank
shall have provided to the Administrative Agent a written consent to the release of the Revolving
Lenders from their obligations



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hereunder with respect to any Letter of Credit issued by such
Issuing Bank (whether as a result of the obligations of the Borrower (and any other account party)
in respect of such Letter of Credit having been collateralized in full by a deposit of cash with
such Issuing Bank or being supported by a letter of credit that names such Issuing Bank as the
beneficiary thereunder, or otherwise), then from and after such time such Letter of Credit shall
cease to be a “Letter of Credit” outstanding hereunder for all purposes of this Agreement and the
other Loan Documents, and the Revolving Lenders shall be deemed to have no participations in such
Letter of Credit, and no obligations with respect thereto, under Section 2.05(e) or (f).




          SECTION 9.06. Counterparts; Integration; Effectiveness. This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement, the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent or the syndication of the Loans and Commitments constitute the
entire contract among the parties relating to the subject matter hereof and supersede any and all
previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 4.01, this Agreement shall become effective when it shall have been
executed by the Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of the other parties
hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns. Delivery of an executed counterpart of a signature page of
this Agreement by facsimile or other electronic means shall be effective as delivery of a manually
executed counterpart of this Agreement.




          SECTION 9.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. Without
limiting the foregoing provisions of this Section 9.07, if and to the extent that the
enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited
by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Issuing Bank or
the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to
the extent not so limited.




          SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender, each Issuing Bank and each of their respective Affiliates is hereby
authorized at any time and from time to time, to the fullest extent permitted by applicable law, to
set off and apply any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever currency) at any time
owing by such Lender, any such Issuing Bank or any such Affiliate to or for the credit or the
account of the Borrower against any of and all the obligations of the Borrower then due and owing
under this Agreement held by such Lender or Issuing Bank, irrespective of whether or not such
Lender or Issuing Bank shall have made any demand under this Agreement and although (i) such
obligations may be contingent or unmatured and (ii) such obligations are owed to a branch or office
of such Lender or Issuing Bank different from the branch or office holding such deposit or
obligated on such Indebtedness; provided that in the event that any Defaulting Lender shall
exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the
Administrative Agent for further application in accordance with the provisions of Section 2.23 and,
pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed
held in trust for the benefit of the Administrative Agent and the Lenders and (y) the Defaulting
Lender shall provide promptly to the Administrative Agent a statement describing in reasonable
detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right
of setoff. The applicable Lender




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 and applicable Issuing Bank shall notify the Borrower and the
Administrative Agent of such setoff and application; provided that any failure to give or
any delay in giving such notice shall not affect the validity of any such setoff and application
under this Section. The rights of each Lender, each Issuing Bank and their respective Affiliates
under this Section are in addition to other rights and remedies (including other rights of setoff)
that such Lender, such Issuing Bank and their respective Affiliates may have.




          SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process.




          (a) This Agreement shall be construed and enforced in accordance with and governed by the laws
of the State of New York.




          (b) Each party hereto hereby irrevocably and unconditionally:





     (i) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the general jurisdiction of the Supreme
Court of the State of New York for the County of New York (the “New York Supreme
Court”), and the United States District Court for the Southern District of New York (the
“Federal District Court,” and together with the New York Supreme Court, the “New
York Courts”), and appellate courts from either of them;




     (ii) consents that any such action or proceeding may be brought in such courts and
waives, to the maximum extent not prohibited by law, any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum and agrees not to plead or claim
the same;




     (iii) agrees that the New York Courts and appellate courts from either of them shall be
the exclusive forum for any legal action or proceeding relating to this Agreement and the
other Loan Documents to which it is a party, and that it shall not initiate (or collusively
assist in the initiation or prosecution of) any such action or proceeding in any court other
than the New York Courts and appellate courts from either of them; provided that




     (A) if all such New York Courts decline jurisdiction over any Person, or
decline (or in the case of the Federal District Court, lack) jurisdiction over the
subject matter of such action or proceeding, a legal action or proceeding may be
brought with respect thereto in another court having such jurisdiction;




     (B) in the event that a legal action or proceeding is brought against any party
hereto or involving any of its property or assets in another court (without any
collusive assistance by such party or any of its Subsidiaries or Affiliates), such
party shall be entitled to assert any claim or defense (including any claim or
defense that this Section 9.09(b)(iii) would otherwise require to be asserted in a
legal action or proceeding in a New York Court) in any such action or proceeding;




     (C) the Administrative Agent and the Lenders may bring any legal action or
proceeding against any Loan Party in any jurisdiction in connection with the
exercise of any rights under any Security Documents; provided that any Loan
Party shall be entitled to assert any claim or defense (including any claim or
defense that this Section



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9.09(b)(iii) would otherwise require to be asserted in a
legal action or proceeding in a New York Court) in any such action or proceeding;
and




     (D) any party hereto may bring any legal action or proceeding in any
jurisdiction for the recognition and enforcement of any judgment;




     (iv) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form of
mail), postage prepaid, to the Borrower, the applicable Lender or the Administrative Agent,
as the case may be, at the address specified in Section 9.01 or at such other address of
which the Administrative Agent, any such Lender and the Borrower shall have been notified
pursuant thereto; and




     (v) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or (subject to the preceding clause (iii)) shall limit the
right to sue in any other jurisdiction.



          SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION.




          SECTION 9.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.




          SECTION 9.12. Confidentiality.




          (a) Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information may be disclosed (i)
to its and its Affiliates’ directors, officers, employees, trustees, agents, members or partners,
including accountants, legal counsel and other agents and advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential and any failure of such Persons
acting on behalf of the Administrative Agent, any Issuing Bank or the relevant Lender to comply
with this Section 9.12 shall constitute a breach of this Section 9.12 by the Administrative Agent,
such Issuing Bank or the relevant Lender, as applicable), (ii) to the extent requested by any
regulatory authority or self-regulatory authority, required by applicable law or by any subpoena or
similar legal process; provided that solely to the extent permitted by applicable law and
other than in connection with routine audits and reviews by regulatory and self-regulatory
authorities, each Lender and the Administrative Agent shall notify the Borrower as promptly as
practicable of any such requested or required disclosure in connection with any legal or regulatory
proceeding; provided further that in no event shall any Lender or the
Administrative Agent be obligated or required to return any materials furnished by the Borrower or
any Subsidiary of Holdings, (iii) to




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any other party to this Agreement, (iv) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or
the enforcement of rights hereunder, (v) subject to an agreement containing confidentiality
undertakings substantially similar (or at least as restrictive) to those of this Section, to (A)
any assignee of or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (B) any actual or prospective direct or indirect
contractual counterparty (or its advisors) to any Swap Agreement or derivative transaction relating
to any
Loan Party or its Subsidiaries and its obligations under the Loan Documents or (C) any pledgee
referred to in Section 9.04(d), (vi) if required by any rating agency; provided that prior
to any such disclosure, such rating agency shall have agreed to maintain the confidentiality of
such Information or (vii) to the extent such Information (x) becomes publicly available other than
as a result of a breach of this Section or (y) becomes available to the Administrative Agent, any
Issuing Bank, any Lender or any of their respective Affiliates on a nonconfidential basis from a
source other than Holdings or the Borrower. For the purposes hereof, “Information” means
all information received from Holdings or the Borrower relating to Holdings, the Borrower, any
other Subsidiary or their business, other than any such information that is available to the
Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure
by Holdings, the Borrower or any Subsidiary; provided that, in the case of information
received from Holdings, the Borrower or any Subsidiary after the date hereof, such information is
clearly identified at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential
information. Notwithstanding any other provision of this Agreement, any other Loan Document or any
Assignment and Acceptance, the provisions of this Section 9.12 shall survive with respect to the
Administrative Agent and each Lender until the second anniversary of the Administrative Agent or
Lender ceasing to be the Administrative Agent or a Lender, respectively.




          (b) EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO IT
PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING HOLDINGS, THE
BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES AND CONFIRMS
THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION
AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES
AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.




          (c) ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS FURNISHED BY THE BORROWER
OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT, WILL BE
SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT HOLDINGS, THE
BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY,
EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS
ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.




          SECTION 9.13. USA Patriot Act. Each Lender that is subject to the USA Patriot Act and
the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower




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that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and
record information that identifies each Loan Party, which information includes the name and address
of each Loan Party and other information that will allow such Lender or the Administrative Agent,
as applicable, to identify each Loan Party in accordance with the USA Patriot Act.




          SECTION 9.14. Judgment Currency.




          (a) If, for the purpose of obtaining judgment in any court, it is necessary to convert a sum
owing hereunder in one currency into another currency, each party hereto agrees, to the fullest
extent that it may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures in the relevant jurisdiction the first currency could be
purchased with such other currency on the Business Day immediately preceding the day on which final
judgment is given.




          (b) The obligations of the Borrower in respect of any sum due to any party hereto or any
holder of any obligation owing hereunder (the “Applicable Creditor”) shall, notwithstanding
any judgment in a currency (the “Judgment Currency”) other than the currency in which such
sum is stated to be due hereunder (the “Agreement Currency”), be discharged only to the
extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged
to be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal
banking procedures in the relevant jurisdiction purchase the Agreement Currency with the Judgment
Currency; if the amount of the Agreement Currency so purchased is less than the sum originally due
to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation
and notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The
obligations of the Borrower under this Section shall survive the termination of this Agreement and
the payment of all other amounts owing hereunder.




          SECTION 9.15. Release of Liens and Guarantees.




          (a) A Subsidiary Loan Party shall automatically be released from its obligations under the
Loan Documents, and all security interests created by the Security Documents in Collateral owned by
such Subsidiary Loan Party shall be automatically released, (1) upon the consummation of any
transaction or designation permitted by this Agreement as a result of which such Subsidiary Loan
Party ceases to be a Restricted Subsidiary, (2) upon the request of the Borrower in connection with
a transaction permitted under Section 6.13(a), as a result of which such Subsidiary Loan Party
ceases to be a Wholly Owned Subsidiary or (3) upon the request of the Borrower, if permitted
pursuant to Section 6.13(b); provided that, if so required by this Agreement, the Required
Lenders shall have consented to such transaction and the terms of such consent shall not have
provided otherwise. Upon any sale or other transfer by any Loan Party (other than to Holdings, the
Borrower or any Subsidiary Loan Party) of any Collateral in a transaction permitted under this
Agreement, or upon the effectiveness of any written consent to the release of the security interest
created under any Security Document in any Collateral or the release of Holdings or any Subsidiary
Loan Party from its Guarantee under the Guarantee Agreement pursuant to Section 9.02, the security
interests in such Collateral created by the Security Documents or such guarantee shall be
automatically released. Upon termination of the aggregate Commitments and payment in full of all
Secured Obligations (other than contingent indemnification obligations and Secured Swap Obligations
and Secured Cash Management Obligations) and the expiration or termination of all Letters of Credit
(including as a result of obtaining the consent of the applicable Issuing Bank as described in
Section 9.05 of the Credit Agreement), all obligations under the Loan Documents and all security
interests created by the Security Documents shall be automatically released. In connection with any
termination or release pursuant to this Section, the Administrative Agent shall execute and deliver
to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall
reasonably request to evidence such termination or




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release so long as the Borrower or applicable
Loan Party shall have provided the Administrative Agent such certifications or documents as the
Administrative Agent shall reasonably request in order to demonstrate compliance with this
Agreement.




          (b) The Administrative Agent will, at the Borrower’s expense, execute and deliver to the
applicable Loan Party such documents as such Loan Party may reasonably request to subordinate its
Lien on any property granted to or held by the Administrative Agent under any Loan Document to the
holder of any Lien on such property that is permitted by Section 6.02(iv).




          (c) Each of the Lenders and the Issuing Bank irrevocably authorizes the Administrative Agent
to provide any release or evidence of release, termination or subordination contemplated by this
Section 9.15. Upon request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to release or subordinate its interest in
particular types or items of property, or to release any Loan Party from its obligations under any
Loan Document, in each case in accordance with the terms of the Loan Document and this Section
9.15.




          SECTION 9.16. No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby (including in connection with any amendment, waiver or
other modification hereof or of any other Loan Document), each of the Borrower and Holdings
acknowledges and agrees that (i) (A) the arranging and other services regarding this Agreement
provided by the Administrative Agent, the Documentation Agent, the Syndication Agent, the Lenders
and the Joint Bookrunners are arm’s-length commercial transactions between the Borrower, Holdings
and their respective Affiliates, on the one hand, and the Administrative Agent, the Documentation
Agent, the Syndication Agent, the Lenders and the Joint Bookrunners, on the other hand, (B) each of
the Borrower and Holdings has consulted its own legal, accounting, regulatory and tax advisors to
the extent it has deemed appropriate, and (C) each of the Borrower and Holdings is capable of
evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) each of the Administrative Agent, the
Documentation Agent, the Syndication Agent, the Lenders and the Joint Bookrunners is and has been
acting solely as a principal and has not been, is not and will not be acting as an advisor, agent
or fiduciary for the Borrower, Holdings, any of their respective Affiliates or any other Person and
(B) none of the Administrative Agent, the Documentation Agent, the Syndication Agent, the Lenders
and the Joint Bookrunners has any obligation to the Borrower, Holdings or any of their respective
Affiliates with respect to the transactions contemplated hereby except those obligations expressly
set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the
Documentation Agent, the Syndication Agent, the Lenders and the Joint Bookrunners and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that
differ from those of the Borrower, Holdings and their respective Affiliates, and none of the
Administrative Agent, the Documentation Agent, the Syndication Agent, the Lenders and the Joint
Bookrunners has any obligation to disclose any of such interests to the Borrower, Holdings or any
of their respective Affiliates. To the fullest extent permitted by applicable law, each of the
Borrower and Holdings hereby waives and releases any claims that it may have against the
Administrative Agent, the Documentation Agent, the Syndication Agent, the Lenders and the Joint
Bookrunners with respect to any breach or alleged breach of agency or fiduciary duty in connection
with any aspect of any transaction contemplated hereby.




          SECTION 9.17. Interest Rate Limitation. Notwithstanding anything to the contrary
contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents
shall not exceed the maximum rate of non-usurious interest permitted by applicable law (the
“Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an
amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the
Loans or, if it exceeds such




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unpaid principal, refunded to the Borrower. In determining whether the
interest contracted for, charged or received by the Administrative Agent or a Lender exceeds the
Maximum Rate, such Person may, to the extent permitted by applicable law, (a) characterize any
payment that is not principal as an expense, fee or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize,
prorate, allocate and spread in equal or unequal parts the total amount of interest throughout
the contemplated term of the obligations hereunder.




          SECTION 9.18. Effectiveness of the Merger. The Company shall have no rights or
obligations hereunder until the consummation of the Acquisition and its merger with and into
Sterling Merger Inc. and any representations and warranties of the Company hereunder shall not
become effective until such time. Upon consummation of the Acquisition, the Company shall succeed
to all the rights and obligations of Sterling Merger Inc. under this Agreement and the other Loan
Documents to which it is a party and all representations and warranties of the Company shall become
effective as of the date hereof, without any further action by any Person.




          SECTION 9.19. Additional Secured Indebtedness.




          (a) In connection with the incurrence by the Borrower or any Restricted Subsidiary of any
Indebtedness that is secured by the Collateral on a pari passu basis or junior
basis with the Loan Document Obligations, at the request of Borrower, the Administrative Agent
(including in its capacity as “collateral agent” under the Loan Documents) agrees to execute and
deliver any amendments, amendments and restatements, restatements or waivers of or supplements to
or other modifications to the Senior Priority Lien Intercreditor Agreement or Junior Priority Lien
Intercreditor Agreement, as applicable, and any amendments, amendments and restatements,
restatements or waivers of or supplements to or other modifications to, any Security Document, and
to make or consent to any filings or take any other actions in connection therewith, as may be
reasonably determined by the Borrower, with the consent of the Administrative Agent (such consent
not to be unreasonably withheld or delayed), to be necessary or reasonably desirable for any Lien
on the Collateral in respect of such Indebtedness to become a valid, perfected lien (with such
priority as may be designated by the Borrower, to the extent such priority is permitted by the Loan
Documents) pursuant to the Security Document being so amended, amended and restated, restated,
waived, supplemented or otherwise modified. In connection with any such amendment, restatement,
waiver, supplement or other modification, the Loan Parties shall deliver such officers’
certificates and supporting documentation as the Administrative Agent may reasonably request. The
Lenders hereby authorize the Administrative Agent to take any action contemplated by the preceding
sentence, and any such amendment, amendment and restatement, restatement, waiver of or supplement
to or other modification of any such Loan Document shall be effective notwithstanding the
provisions of Section 9.02.




          (b) The Administrative Agent (including in its capacity as “collateral agent” under the Loan
Documents) is authorized to enter into any Other Intercreditor Agreement in connection with the
incurrence by the Borrower or any Restricted Subsidiary of any Indebtedness that is secured by the
Collateral on a pari passu or junior basis with the Loan Document Obligations, and if any such
intercreditor agreement is posted to the Lenders five Business Days before being executed and the
Required Lenders shall not have objected to such Other Intercreditor Agreement, the Required
Lenders shall be deemed to have consented to such Other Intercreditor Agreement and the
Administrative Agent’s execution thereof.







-161-









 








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




	 	 	 	 	 	 	 	 	 	 

	 	 	STERLING PARENT INC.	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Christopher C. Ragona	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Christopher C. Ragona	 	 
	 

	 	 	 	 	Title:
	 	Vice President, Secretary and Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	STERLING MERGER INC.	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Christopher C. Ragona	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Christopher C. Ragona	 	 
	 

	 	 	 	 	Title:
	 	Vice President, Secretary and
Treasurer	 	 







 









 







The undersigned hereby acknowledges and
agrees that, upon the effectiveness of
the merger of Sterling Merger Inc. with
and into SRA International, Inc., with
SRA International, Inc. continuing as the
surviving corporation, it will succeed by
operation of law to all of the rights and
obligations of Sterling Merger Inc. set
forth herein and in all other Loan
Documents and that all references herein
and therein to the “Borrower” shall
thereupon be deemed to be references to
the undersigned.




	 	 	 	 	 	 	 

	SRA INTERNATIONAL, INC.	 	 
	 
	 	 	 	 	 	 
	By:	 	/s/ Richard J. Nadeau	 	 
	 	 	 	 	 
	 

	 	Name:
	 	Richard J. Nadeau	 	 
	 

	 	Title:
	 	Chief Financial Officer and Treasurer
	 	 






 









 






	 	 	 	 	 	 	 	 	 	 

	 	 	CITIBANK, N.A.,

as Administrative Agent
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Timothy Dilworth	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Timothy Dilworth
	 	 
	 

	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	CITICORP NORTH AMERICA, INC., as a
Lender
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Timothy Dilworth	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Timothy Dilworth	 	 
	 

	 	 	 	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a
Lender
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Laura Warner	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Laura Warner	 	 
	 

	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	GOLDMAN SACHS LENDING
PARTNERS LLC, 

as a Lender
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Meredith Mackey	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Meredith Mackey	 	 
	 

	 	 	 	 	Title:
	 	Authorized Signatory	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	CREDIT SUISSE AG, CAYMAN
ISLANDS BRANCH, 

as a Lender
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Robert Hetu	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Robert Hetu	 	 
	 

	 	 	 	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 	 	 	 
	 	 	 	By:	 	/s/ Rahul Parmar	 	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	Name:
	 	Rahul Parmar	 	 
	 

	 	 	 	 	Title:
	 	Associate	 	 







 











 





Schedules to the Credit Agreement





 









 








SCHEDULE 1.03(a)




Excluded Assets



Carbon Fiber Patents





	(1)	 	U.S. Patent No. 7,649,078, issued 1/19/2010
	 
	(2)	 	U.S. Patent No. 7,534,854, issued 5/19/2009
	 
	(3)	 	U.S. Patent No. 7,786,253, issued 8/31/2010
	 
	(4)	 	U.S. Patent Application Serial No. 11/159,006, filed 6/22/2005




2









 











SCHEDULE 1.03(b)




Excluded Subsidiaries




None.



3









 





SCHEDULE 2.01




Commitments




	 	 	 	 	 	 	 	 	 
	 	 	Revolving	 	 	Term	 
	Lender	 	Commitment	 	 	Commitment	 
	Citicorp North America, Inc.
390 Greenwich Street, New York, NY 10013
	 	$	38,250,000	 	 	$	875,000,000	 
	 
	 	 	 	 	 	 	 	 
	Bank of America N.A.
One Bryant Park, New York, NY 10036
	 	$	38,250,000	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 
	Goldman Sachs Lending Partners LLC
200 West Street, New York, NY 10282
	 	$	13,500,000	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 
	Credit Suisse AG
Eleven Madison Avenue, New York, NY 10010
	 	$	10,000,000	 	 	 	—	 
	 
	 	 	 	 	 	 	 	 
	Total:
	 	$	100,000,000	 	 	$	875,000,000	 






4









 






     SCHEDULE 3.12



Subsidiaries




	 	 	 	 	 	 	 
	 	 	 	 	 	 	Ownership Interest
	 	 	Subsidiary Name	 	Jurisdiction	 	(100% unless otherwise specified)
	1.

	 	SRA International, Inc.
	 	Delaware
	 	Sterling Parent Inc.
	 
	 	 	 	 	 	 
	2.

	 	Systems Research and Applications
Corporation
	 	Virginia
	 	SRA International, Inc.
	 
	 	 	 	 	 	 
	3.

	 	Platinum Solutions, Inc.
	 	Virginia
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	4.

	 	Perrin Quarles Associates, Inc.
	 	Virginia
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	5.

	 	Raba Technologies, LLC
	 	Maryland
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	6.

	 	CMA Government Solutions, Inc.
	 	Delaware
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	7.

	 	SENTECH Holdings, Inc.
	 	Delaware
	 	CMA Government Solutions, Inc.
	 
	 	 	 	 	 	 
	8.

	 	SENTECH, INC.
	 	Maryland
	 	Sentech Holdings, Inc.
	 
	 	 	 	 	 	 
	9.

	 	Era Systems, LLC
	 	Delaware
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	10.

	 	Rannoch CZ s.r.o.
	 	Czech Republic
	 	Era Systems, LLC
	 
	 	 	 	 	 	 
	11.

	 	ERA a.s.
	 	Czech Republic
	 	Rannoch CZ s.r.o.
	 
	 	 	 	 	 	 
	12.

	 	Interface and Control Systems, Inc.
	 	Florida
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	13.

	 	Touchstone Consulting Group, Inc.
	 	Virginia
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	14.

	 	Constella Group, LLC
	 	North Carolina
	 	Systems Research and Applications
Corporation
	 
	 	 	 	 	 	 
	15.

	 	SRA Global Clinical Development LLC
	 	North Carolina
	 	Constella Group, LLC
	 
	 	 	 	 	 	 
	16.

	 	SRA Global Clinical Development Holdings
Limited
	 	United Kingdom
	 	SRA Global Clinical Development LLC
	 
	 	 	 	 	 	 
	17.

	 	SRA Global Clinical Development Limited
	 	United Kingdom
	 	SRA Global Clinical Development Holdings
Limited






5









 






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Ownership Interest
	 	 	Subsidiary Name	 	Jurisdiction	 	(100% unless otherwise specified)
	18.

	 	SRA Global Clinical Development S.A R.L.
	 	France
	 	SRA Global Clinical Development Holdings
Limited
	 
	 	 	 	 	 	 
	19.

	 	SRA Global Clinical Development GmbH
	 	Germany
	 	SRA Global Clinical Development Holdings
Limited






6









 






SCHEDULE 3.22




Subject Government Contracts




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Cumulative	 
	 	 	 	 	 	 	 	 	Backlog	 	 	Backlog	 
	Name	 	End Customer	 	Start Date	 	End Date	 	(as of 3/31/2011)	 	 	(as of 3/31/2011)	 
	MIDAS (ATM SI)
	 	USDA	 	05/19/10	 	5/18/17	 	$	485,858,778	 	 	 	10.8	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	STORK
	 	SAR	 	07/27/10	 	7/26/15	 	$	352,386,520	 	 	 	18.6	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FDIC ISC2
	 	FDIC	 	09/03/09	 	8/31/14	 	$	267,827,387	 	 	 	24.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CITS (EUCOM)
	 	DOD JCSEUCOM	 	02/01/09	 	1/31/14	 	$	171,622,173	 	 	 	28.3	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITS-BISS
	 	EPA	 	04/15/05	 	7/31/11	 	$	94,291,891	 	 	 	30.4	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DoD CDMRP-R
	 	USA MEDCOM MRMC CDMRP	 	08/01/10	 	7/31/15	 	$	89,358,004	 	 	 	32.4	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FAA ESC — Fmlob COE
	 	FAA ESC and
other agencies (currently only GAO and SEC active  Dos)	 	06/15/05	 	6/30/12	 	$	81,751,816	 	 	 	34.2	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GAO PHOENIX
	 	GAO	 	02/24/09	 	2/24/14	 	$	71,497,449	 	 	 	35.8	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ACF FPLS-R (EFPLS
recompete)
	 	HHS	 	08/09/10	 	8/8/15	 	$	68,907,287	 	 	 	37.3	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MARCS
	 	FDA	 	11/25/09	 	11/24/14	 	$	66,452,667	 	 	 	38.8	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JTRS NED
	 	USN SPAWARJPEO JTRSNED	 	03/20/08	 	3/19/13	 	$	54,515,515	 	 	 	40.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AUGUSTA
	 	USG	 	05/18/09	 	5/17/14	 	$	54,349,887	 	 	 	41.2	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Recompete of Airport
Tech
	 	FAA	 	06/11/10	 	6/10/15	 	$	52,505,170	 	 	 	42.4	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COURTS HELPDESK
	 	AOUSC	 	08/03/10	 	8/3/15	 	$	48,637,095	 	 	 	43.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SBA LMAS
	 	SBA	 	09/24/08	 	9/23/18	 	$	48,252,787	 	 	 	44.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ITECH HP-DEV
	 	USG	 	06/01/06	 	03/31/16	 	$	46,122,000	 	 	 	45.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TECH, REG, & TRAIN
SUPPRT
	 	EPA	 	05/28/05	 	5/4/13	 	$	46,025,353	 	 	 	46.6	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CSMC — FP
	 	FAA	 	09/22/08	 	09/21/13	 	$	40,709,120	 	 	 	47.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NCSD
	 	DHS NCSD	 	10/01/09	 	9/30/14	 	$	36,414,130	 	 	 	48.3	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TSA SOC
	 	DHS TSA	 	03/01/09	 	4/12/14	 	$	32,314,180	 	 	 	49.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AOUSC IT SEC BPA
	 	AOUSC	 	09/29/10	 	8/16/15	 	$	31,505,242	 	 	 	49.7	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PPSITS — Courts JMAS
III
	 	AOUSC	 	03/18/10	 	3/17/15	 	$	31,352,907	 	 	 	50.4	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SEAPORT-E_PMW
160
	 	USN SPAWAR	 	10/01/07	 	9/30/12	 	$	31,198,529	 	 	 	51.1	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	FBI-STAO
	 	DOJ FBICCRSB	 	07/25/05	 	7/31/11	 	$	29,967,751	 	 	 	51.7	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PFPA LSSN
	 	DOD PFPA	 	11/01/08	 	10/31/13	 	$	29,850,338	 	 	 	52.4	%






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Cumulative	 
	 	 	 	 	 	 	 	 	Backlog	 	 	Backlog	 
	Name	 	End Customer	 	Start Date	 	End Date	 	(as of 3/31/2011)	 	 	(as of 3/31/2011)	 
	CAMD09
	 	EPA	 	04/15/09	 	4/14/14	 	$	28,799,180	 	 	 	53.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CBBS
	 	NIH/Division of Computational
Biosciences, Center for Information Technology	 	07/22/09	 	7/22/14	 	$	28,684,982	 	 	 	53.7	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SASI TO #1
	 	DOS	 	01/03/08	 	1/2/12	 	$	28,478,360	 	 	 	54.3	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	JSIN SS
	 	DOD JCS J-6	 	05/08/09	 	12/22/11	 	$	26,744,074	 	 	 	54.9	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BCOE
	 	MD BALT COE	 	07/27/10	 	7/26/15	 	$	25,823,675	 	 	 	55.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ESTAR
	 	EPA	 	01/01/09	 	12/31/11	 	$	24,505,209	 	 	 	56.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NIH HPCIO
	 	NIH/Center for Information Technology	 	06/09/08	 	6/8/14	 	$	24,386,866	 	 	 	56.6	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BATS 2
	 	EPA	 	01/01/07	 	12/31/11	 	$	24,207,622	 	 	 	57.1	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NIH/NLM
	 	NIH/Center for Information Technology	 	06/16/09	 	5/17/14	 	$	23,899,325	 	 	 	57.6	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CNCS
	 	CNCS	 	08/14/09	 	8/14/14	 	$	23,004,761	 	 	 	58.1	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CITF ANALYSIS &
SUPPORT
	 	USA CITF	 	04/04/08	 	4/3/13	 	$	20,687,702	 	 	 	58.6	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DMDC IV
	 	USD(P&R)DMDC	 	02/15/08	 	2/14/13	 	$	20,327,335	 	 	 	59.1	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NIH DECA/CAB 2
	 	NIH/Devision of Enterprise and
Custom Applications/Center for Information Technology	 	07/01/07	 	6/30/12	 	$	19,739,312	 	 	 	59.5	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COAST GUARD — DO
# 500
	 	USCG	 	04/01/09	 	3/31/14	 	$	18,093,295	 	 	 	59.9	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DOJ WPR 98 -
SMD/ESS IMPL
	 	DOJ	 	10/01/07	 	9/30/11	 	$	18,041,779	 	 	 	60.3	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ARNG /EOSS
	 	USA NGB	 	10/01/06	 	9/30/11	 	$	17,460,069	 	 	 	60.7	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AFOA S&TI BASE
PERIOD
	 	USAF	 	09/01/07	 	8/31/12	 	$	17,417,111	 	 	 	61.1	%
	TCGA DCC PORTAL-R
	 	NIH/National Cancer
Institute/Center for Bioinformatics and Information Technology	 	09/20/10	 	3/20/16	 	$	16,347,872	 	 	 	61.4	%
	 
	CEAU ENG SUPPORT
	 	DOJ FBI	 	09/29/08	 	9/28/13	 	$	16,080,830	 	 	 	61.8	%
	 
	NGA NDPE
	 	NGA BRAC	 	04/09/08	 	3/31/12	 	$	14,778,572	 	 	 	62.1	%
	 
	TAV-AIT
	 	DOD USNNAVFAC	 	09/12/07	 	9/30/12	 	$	14,725,092	 	 	 	62.4	%
	MSC AFLOAT
	 	DOD MSC	 	02/14/06	 	2/13/12	 	$	14,671,658	 	 	 	62.8	%
	 
	NIEHS NTP STAT-R
	 	NIEHS	 	09/24/10	 	9/24/15	 	$	14,509,886	 	 	 	63.1	%






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Cumulative	 
	 	 	 	 	 	 	 	 	Backlog	 	 	Backlog	 
	Name	 	End Customer	 	Start Date	 	End Date	 	(as of 3/31/2011)	 	 	(as of 3/31/2011)	 
	DSAT TECH SVCS
(Select Agent)
	 	CDC PGO	 	09/19/08	 	9/18/13	 	$	13,991,155	 	 	 	63.4	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ESS
	 	USTC	 	02/20/08	 	9/30/13	 	$	13,651,667	 	 	 	63.7	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADP SUPPORT
SERVICES (WPR
	 	DOJ	 	01/24/05	 	9/30/11	 	$	13,549,857	 	 	 	64.0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USDA ALERT
	 	USDA	 	07/28/09	 	7/31/19	 	$	13,249,770	 	 	 	64.3	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAMD07
	 	EPA	 	07/20/09	 	7/19/12	 	$	13,140,340	 	 	 	64.6	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	GSA GAO IMPD
	 	GAO	 	07/27/07	 	7/26/12	 	$	12,843,274	 	 	 	64.9	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USAID GLAAS FS-AID
	 	USAID	 	08/16/10	 	8/16/11	 	$	11,952,173	 	 	 	65.1	%






9








 






SCHEDULE 5.14




Certain Post-Closing Obligations





	1.	 	Delivery of an endorsement to the umbrella insurance policy previously identified to the
Administrative Agent within 30 days following the Effective Date (or such longer period as the
Administrative Agent may agree).




10









 











SCHEDULE 6.01




Existing Indebtedness



Financial Support Letter



Financial support letter dated March 23, 2011, issued by SRA International, Inc. and delivered to
Moore Stephens Bath Limited, a limited liability company incorporated in England and Wales, in
connection with the audit of SRA Global Clinical Development Limited.






11









 








SCHEDULE 6.02



Existing Liens




     UCCs:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Collateral
	Debtor	 	Jurisdiction	 	Secured Party	 	Filing Number	 	Date(s)	 	Description
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	62516169	 	7/20/2006
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	63471646	 	10/06/2006
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	EMC

Corporation
	 	64275111	 	12/07/2006
	 	Symmetrix equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	EMC
Corporation;
Key Federal
Finance, a
Division of Key
Corporate
Capital, Inc.
	 	64283164
(amendment of
64275111)
	 	12/08/2006
	 	Symmetrix
equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	EMC
Corporation;
Key Government
Finance, Inc.
	 	64565370
(amendment of
64275111)
(substituted
debtor from
64283164)
	 	12/28/2006
	 	Symmetrix
equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Key Federal
Finance, a
Division of Key
Corporate
Capital, Inc.
	 	64275491	 	12/07/2006
	 	Symmetrix
equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Key Government
Finance, Inc.
	 	64565339
(amendment of
64275491)
	 	12/28/2006
	 	Symmetrix
equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20071988418	 	5/25/2007
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20072845831	 	7/27/2007
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20073441267	 	9/11/2007
	 	equipment






12









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Collateral
	Debtor	 	Jurisdiction	 	Secured Party	 	Filing Number	 	Date(s)	 	Description
	SRA International,
Inc.

	 	DE
	 	Verizon Credit
Inc.
	 	20074181078	 	11/02/2007
	 	data equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20074443031	 	11/21/2007
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20080764124	 	3/03/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20081295102
(amendment of
20080764124)
	 	4/14/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20080990638	 	3/20/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20081345923	 	4/17/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20082641734	 	8/01/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20082962767	 	9/02/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20090015500	 	1/05/2009
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20090656659	 	3/02/2009
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20091718623	 	6/01/2009
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20093263933	 	10/09/2009
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20094105364	 	12/22/2009
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20100202139	 	1/20/2010
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20103522806	 	10/08/2010
	 	equipment






13









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Collateral
	Debtor	 	Jurisdiction	 	Secured Party	 	Filing Number	 	Date(s)	 	Description
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20103577206	 	10/13/2010
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20104023978	 	11/16/2010
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	SRA International,
Inc.

	 	DE
	 	Canon Financial
Services, Inc.
	 	20111156192	 	3/29/2011
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	Dell Financial
Services, L.P.
	 	0702127014-9	 	2/12/2007
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	Dell Financial
Services, L.P.
	 	0703307225-6	 	3/30/2007
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	Dell Financial
Services, L.P.
	 	0706057029-3	 	6/05/2007
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	Dell Financial
Services, L.P.
	 	0708107238-1	 	8/10/2007
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	Dell Financial
Services, L.P.
	 	0801227148-3	 	1/22/2008
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	The Equipment

Leasing

Company
	 	0808287025-9	 	8/28/2008
	 	cubicles
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	Dell Financial
Services L.L.C.
	 	0810067022-2	 	10/6/2008
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	Dell Financial
Services L.L.C.
	 	0901237073-8	 	1/23/2009
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Perrin Quarles
Associates, Inc.

	 	VA
	 	First Citizens

Bank & Trust

Company
	 	0904137352-5	 	4/13/2009
	 	workstations
	 
	 	 	 	 	 	 	 	 	 
	Raba Technologies, 

LLC

	 	MD
	 	Dell Financial
Services L.L.C.
	 	0181162668	 	8/15/2003,

6/26/2008

(continuation),

10/23/2008

(amendment)
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Raba Technologies, 

LLC

	 	MD
	 	Winthrop

Resources

Corporation
	 	0181248000	 	11/01/2005,

10/08/2010

(continuation)
	 	office & computer

equipment






14









 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Collateral
	Debtor	 	Jurisdiction	 	Secured Party	 	Filing Number	 	Date(s)	 	Description
	Raba Technologies, 

LLC

	 	MD
	 	Winthrop

Resources

Corporation
	 	0181266408	 	4/28/2006,

2/09/2011

(continuation)
	 	office & computer

equipment
	 
	 	 	 	 	 	 	 	 	 
	Raba Technologies, 

LLC

	 	MD
	 	Winthrop

Resources

Corporation
	 	0181278481	 	08/15/2006
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Raba Technologies, 

LLC

	 	MD
	 	Winthrop

Resources

Corporation
	 	0181298049	 	2/26/2007
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Raba Technologies, 

LLC

	 	MD
	 	Winthrop

Resources

Corporation
	 	0181315453	 	8/07/2007
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Raba Technologies, 

LLC

	 	MD
	 	Winthrop

Resources

Corporation
	 	0181402917	 	8/26/2010
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Constella Group, 

LLC

	 	NC
	 	Cannon
Financial
Services, Inc.
	 	20080081283C	 	9/08/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	Systems Research
and Applications
Corporation

	 	VA
	 	IBM Credit LLC
	 	0609227271-6	 	9/22/2006
	 	computer equipment

& software
	 
	 	 	 	 	 	 	 	 	 
	Systems Research
and Applications
Corporation

	 	VA
	 	IBM Credit LLC
	 	0709137096-7	 	9/13/2007
	 	computer equipment

& software
	 
	 	 	 	 	 	 	 	 	 
	Systems Research
and Applications
Corporation

	 	VA
	 	Butler Capital

Corporation
	 	0807257076-8	 	7/25/2008
	 	equipment
	 
	 	 	 	 	 	 	 	 	 
	Systems Research
and Applications
Corporation

	 	VA
	 	IBM Credit LLC
	 	1001067199-1	 	1/06/2010
	 	computer equipment

& software
	 
	 	 	 	 	 	 	 	 	 
	Platinum Solutions,
Inc.

	 	VA
	 	Dell Financial
Services, L.L.C.
	 	0504047312-4	 	4/04/2005
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 
	Platinum Solutions,
Inc.

	 	VA
	 	Dell Financial
Services, L.L.C.
	 	1003167190-8
(continuation of
0504047312-4)
	 	3/16/2010
	 	computer equipment






15









 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Collateral
	Debtor	 	Jurisdiction	 	Secured Party	 	Filing Number	 	Date(s)	 	Description
	Platinum Solutions,
Inc.

	 	VA
	 	Dell Financial
Services, L.L.C.
	 	1011163911-1
(amendment of
0504047312-4)
	 	11/16/2010
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 	 
	Platinum Solutions,
Inc.

	 	VA
	 	Dell Financial
Services, L.L.C.
	 	0505207079-4
	 	5/20/2005
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 	 
	Platinum Solutions,
Inc.

	 	VA
	 	Dell Financial
Services, L.L.C.
	 	1004217139-3
(continuation of
0505207079-4)
	 	4/21/2010
	 	computer equipment
	 
	 	 	 	 	 	 	 	 	 	 
	Platinum Solutions,
Inc.

	 	VA
	 	Dell Financial
Services, L.L.C.
	 	1011163910-9
(amendment of
0505207079-4)
	 	11/16/2010
	 	computer equipment





16









 






SCHEDULE 6.04(e)




Existing Investments





	(1)	 	Warrant to purchase 1,735,200 Class A membership units of Raba Technologies, LLC, at an
exercise price of $0.01 per unit, pursuant to an Equity Purchase Agreement dated as of October 4,
2006, between Systems Research and Applications Corporation, as purchaser, and Spring Capital
Partners, L.P., a Delaware limited partnership, as seller.
	 
	(2)	 	Up to $100,000 capital contribution to NJTC Venture Fund, L.P., a New Jersey limited
partnership, pursuant to a limited partnership interest purchase agreement dated as of December 6,
2001, between SRA International, Inc., as successor in interest to Galaxy Scientific Corporation,
and NJTC Venture Fund, L.P. As of October 15, 2010, SRA had paid 88 percent of its $100,000
commitment.
	 
	(3)	 	Financial support letter dated March 23, 2011, issued by SRA International, Inc. and
delivered to Moore Stephens Bath Limited, a limited liability company incorporated in England and
Wales, in connection with the audit of SRA Global Clinical Development Limited.
	 
	(4)	 	Term loan in the amount of $43,873,820 due January 31, 2014, pursuant to an
Intercompany Loan Agreement between Systems Research and Applications Corporation, as
lender, and Era Systems, LLC, as borrower.




17









 











SCHEDULE 6.09




Existing Affiliate Transactions




None.



18









 





SCHEDULE 6.10




Restrictive Agreements




None.



19









 





SCHEDULE 9.01




Notices




1. Sterling Parent Inc.




c/o Providence Equity L.L.C.

9 West 57th Street, Suite 4700

New York, NY 10019

USA




Attn: Christopher C. Ragona




Telephone: (212) 588-6700

Facsimile: (212) 588-6701

E-mail: c.ragona@provequity.com




2. Sterling Merger Inc.




c/o Providence Equity L.L.C.

9 West 57th Street, Suite 4700

New York, NY 10019

USA




Attn: Christopher C. Ragona




Telephone: (212) 588-6700

Facsimile: (212) 588-6701

E-mail: c.ragona@provequity.com




3. SRA International, Inc.




4300 Fair Lakes Court

Fairfax, VA 22033

USA




Attention: General Counsel




Telephone: (703) 633-2567

Facsimile: (703) 227-7050

E-mail: mark_schultz@sra.com




20









 





4. Citibank, N.A. as Administrative Agent

    Citicorp North America, Inc. as Swingline Lender and Issuing Bank




1615 Brett Road

OPS III

New Castle, DE 19720




Attention: Myles Khoury




Telephone: 302-323-3611

Facsimile: 212-994-0961

Email: Melik.khour@citi.com

Email address for all faxes: glagentoficeops@citigroup.com




All disclosure details to: oploanswebadmin@citi.com





21











 





EXHIBIT A




Form of Assignment and Assumption 




          This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective
Date set forth below and is entered into by and between the Assignor named below (the “Assignor”)
and the Assignee named below (the “Assignee”). It is understood and agreed that the rights and
obligations of the Assignor and the Assignee hereunder are several and not joint. Capitalized terms
used but not defined herein shall have the meanings given to them in the Credit Agreement
identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex A attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set
forth herein in full.




          For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s
rights and obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including, without limitation, Letters of Credit,
Guarantees and Swingline Loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned by the Assignor to the Assignee pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.




	 	 	 	 	 

	1.

	 	Assignor:
	 	[Assignor Name]
	 
	 	 	 	 
	2.

	 	Assignee:
	 	[Assignee Name]
	 

	 	 	 	[and is an Affiliate/Approved Fund/Affiliated Debt Fund of
	 

	 	 	 	[Lender Name]]
	 
	 	 	 	 
	 

	 	 	 	Assignees are Affiliated Lenders: _______
	 
	 	 	 	 
	3.

	 	Borrower:
	 	SRA International, Inc.
	 
	 	 	 	 
	4.

	 	Administrative Agent:
	 	CITIBANK, N.A. 

as the Administrative Agent under the Credit Agreement
	 
	 	 	 	 
	5.

	 	Credit Agreement
	 	The Credit Agreement dated as of July 20, 2011 (as
amended, restated, amended and restated, extended,
supplemented or otherwise modified in writing from time
to time, among Sterling Parent Inc., a Delaware
corporation, Sterling Merger Inc., a






 









 






	 	 	 	 	 

	 

	 	 	 	Delaware corporation (the rights and obligations of which have been
assumed by SRA International, Inc., a Delaware corporation), the
lenders from time to time party thereto, Citibank, N.A., as
Administrative Agent and Citicorp North America, Inc., as Swingline
Lender and Issuing Bank.






	 	 	 	 	 	 	 	 	 

	6.

	 	Assigned Interest:
	 	 	 	Aggregate amount of
	 	Amount of
	 

	 	 	 	 	 	Commitment/Loans for
	 	Commitment/Loans
	 

	 	 	 	Facility Assigned
	 	all Lenders
	 	Assigned
	 

	 	 	 	$                     1
	 	$                     
	 	$                     
	 

	 	 	 	                    
	 	$                     
	 	$                     
	 

	 	 	 	                    
	 	$                     
	 	$                     
	 
	 	 	 	 	 	 	 	 
	7.	 	Effective Date:2	 	                                        , 20           	 	 








 




			
	1	 	Fill in the appropriate terminology for the types of facilities under the Credit
Agreement that are being assigned under this Assignment (e.g., “Revolving Commitment,” “Term
Commitment,” “Revolving Loan,” “Term Loan,” etc.).
	 
	2	 	To be inserted by Administrative Agent and which shall be the effective date of
recordation of transfer in the register therefor.




-2-









 










          The terms set forth in this Assignment and Assumption are hereby agreed to:




	 	 	 	 	 
	 	ASSIGNOR:



[NAME OF ASSIGNOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	ASSIGNEE:



[NAME OF ASSIGNEE]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	[Consented to and]3 Accepted:



Citibank, N.A., as

          Administrative Agent

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	[Consented to:]4

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





 




			
	3	 	To be added only if the consent of the Administrative Agent is required by the
terms of the Credit Agreement.
	 
	4	 	To be added only if the consent of any of the Borrower, the Swingline Lender or any
Issuing Bank is required by the terms of the Credit Agreement.




-3-









 










ANNEX A




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




          1. Representations and Warranties.




          1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.




          1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of an Eligible Assignee under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type
represented by the Assigned Interest and either it, or the Person exercising discretion in making
its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v)
it has received a copy of the Credit Agreement, together with copies of the most recent financial
statements delivered pursuant to Section 5.01(a) or (b) thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance on the
Administrative Agent or any other Lender, (vi) attached hereto is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement (including pursuant to Section
2.17(e)),, duly completed and executed by the Assignee and (vii) if it is an Affiliated Lender, it
has indicated its status as such in the space provided on the first page of this Assignment and
Assumption;; and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor 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 Loan Documents, and (ii) it will perform in accordance with their terms
all of the obligations which by the terms of the Loan Documents are required to be performed by it
as a Lender.




          2. Payments. From and after the Effective Date referred to in
this Assignment and Assumption, the Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for amounts which have
accrued from and after the Effective Date.




          3. General Provisions. This Assignment and Assumption shall be binding upon,
and inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment








 









 







and Assumption may be executed in any number of counterparts, which together shall constitute
one instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by facsimile or electronic transmission shall be effective as delivery of a manually
executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of New York.







 









 








EXHIBIT B




Form of Guarantee Agreement 




[attached hereto]



 









 





EXECUTION COPY




 
 





MASTER GUARANTEE AGREEMENT




dated as of



July 20, 2011,



among



STERLING PARENT INC.,



SRA INTERNATIONAL, INC.,



THE SUBSIDIARY GUARANTORS

IDENTIFIED HEREIN



and



CITIBANK, N.A.,

as Administrative Agent



 
 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	 	Page	 
	 

	 	ARTICLE I	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	DEFINITIONS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.01.

	 	Credit Agreement
	 	 	1	 
	SECTION 1.02.

	 	Other Defined Terms
	 	 	1	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE II	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	THE GUARANTEES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.01.

	 	Guarantee
	 	 	3	 
	SECTION 2.02.

	 	Guarantee of Payment; Continuing Guarantee
	 	 	3	 
	SECTION 2.03.

	 	No Limitations
	 	 	3	 
	SECTION 2.04.

	 	Reinstatement
	 	 	5	 
	SECTION 2.05.

	 	Agreement to Pay; Subrogation
	 	 	5	 
	SECTION 2.06.

	 	Information
	 	 	5	 
	SECTION 2.07.

	 	Payments Free of Taxes
	 	 	5	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE III	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	INDEMNITY, SUBROGATION AND SUBORDINATION	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.01.

	 	Indemnity and Subrogation
	 	 	6	 
	SECTION 3.02.

	 	Contribution and Subrogation
	 	 	6	 
	SECTION 3.03.

	 	Subordination
	 	 	6	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE IV	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	ARTICLE V	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.01.

	 	Notices
	 	 	7	 
	SECTION 5.02.

	 	Waivers; Amendment
	 	 	7	 
	SECTION 5.03.

	 	Administrative Agent’s Fees and Expenses; Indemnification
	 	 	8	 
	SECTION 5.04.

	 	Successors and Assigns
	 	 	9	 
	SECTION 5.05.

	 	Survival of Agreement
	 	 	9	 
	SECTION 5.06.

	 	Counterparts; Effectiveness; Several Agreement
	 	 	9	 
	SECTION 5.07.

	 	Severability
	 	 	9	 
	SECTION 5.08.

	 	Right of Set-Off
	 	 	9	 






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	 	 	 	 	 	Page	 
	SECTION 5.09.

	 	Governing Law; Jurisdiction; Consent to Service of
Process; Appointment of Service of Process Agent
	 	 	10	 
	SECTION 5.10.

	 	WAIVER OF JURY TRIAL
	 	 	11	 
	SECTION 5.11.

	 	Headings
	 	 	11	 
	SECTION 5.12.

	 	Termination or Release
	 	 	11	 
	SECTION 5.13.

	 	Additional Guarantors
	 	 	12	 






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          MASTER GUARANTEE AGREEMENT dated as of July 20, 2011 (this “Agreement”), among
STERLING PARENT INC., a Delaware corporation (“Holdings”), SRA INTERNATIONAL, INC., a
Delaware corporation (as successor by merger to Sterling Merger Inc.) (the “Borrower”), the
SUBSIDIARY GUARANTORS identified herein and CITIBANK, N.A., as Administrative Agent, on behalf of
itself and the other Guaranteed Parties.




          Reference is made to the Credit Agreement dated as of July 20, 2011 (as amended,
restated, amended and restated, supplemented, extended, refinanced or otherwise modified from time
to time, the “Credit Agreement”), among Holdings, Sterling Merger Inc. (the rights and
obligations of which have been assumed by the Borrower), the Lenders party thereto and Citibank,
N.A., as Administrative Agent. The Lenders and the Issuing Banks have agreed to extend credit to
the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations
of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among other
things, the execution and delivery of this Agreement. Holdings, each Intermediate Parent and the
Subsidiary Guarantors are affiliates of the Borrower, will derive substantial benefits from the
extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and
deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit.
Accordingly, the parties hereto agree as follows:




ARTICLE I




Definitions



          SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement
(including in the introductory paragraph hereto) and not otherwise defined herein have the meanings
specified in the Credit Agreement.




          (b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to
this Agreement, mutatis mutandis.




          SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:




          “Agreement” has the meaning assigned to such term in the preamble to this
Agreement.




          “Borrower” has the meaning assigned to such term in the preamble to this
Agreement.




          “Claiming Party” has the meaning assigned to such term in Section 3.02.




          “Contributing Party” has the meaning assigned to such term in Section 3.02.




          “Credit Agreement” has the meaning assigned to such term in the introductory paragraph
to this Agreement.




          “Guaranteed Cash Management Obligations” means the due and punctual payment and
performance of all obligations of Holdings, any Intermediate Parent, the Borrower and the
Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury,
depository and cash management services or any automated clearing house transfers of funds provided
to Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary (whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor)) (including
participation in commercial (or







 









 







purchasing) card programs) that are (a) owed to the Administrative Agent or any of its Affiliates,
(b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the
Effective Date, (c) owed to a Person that is a Lender or an Affiliate of a Lender at the time such
obligations are incurred or (d) owed to any other Person, provided that such other Person
has provided notice to the Administrative Agent of such Guaranteed Cash Management Obligations, and
provided further that the obligations owed to any such other Person arose in respect of services
provided by such Person in a jurisdiction where none of the Administrative Agent, the Revolving
Lenders or any of their Affiliates, at the time such obligations arose, offered to provide such
services.




          “Guaranteed Obligations” means (a) the Loan Document Obligations, (b) the Guaranteed
Cash Management Obligations and (c) the Guaranteed Swap Obligations.




          “Guaranteed Parties” means (a) each Lender, (b) each Issuing Bank, (c) the
Administrative Agent, (d) each Joint Bookrunner, (e) each Person to whom any Guaranteed Cash
Management Obligations are owed, (f) each counterparty to any Swap Agreement the obligations under
which constitute Guaranteed Swap Obligations, (g) the beneficiaries of each indemnification
obligation undertaken by any Loan Party under any Loan Document and (h) the permitted successors
and assigns of each of the foregoing.




          “Guaranteed Swap Obligations” means the due and punctual payment and performance of
all obligations of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries
under each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any
of its Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender or
an Affiliate of a Lender as of the Effective Date or (c) is entered into after the Effective Date
with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement
is entered into.




          “Guarantors” means Holdings, any Intermediate Parent and the Subsidiary
Guarantors.




          “Holdings” has the meaning assigned to such term in the preamble to this
Agreement.




          “Loan Document Obligations” means (a) the due and punctual payment by the Borrower of
(i) the principal of and interest at the applicable rate or rates provided in the Credit Agreement
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the
Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit
Agreement in respect of any Letter of Credit, when and as due, including payments in respect of
reimbursement of disbursements, interest thereon and obligations to provide cash collateral, and
(iii) all other monetary obligations of the Borrower under or pursuant to the Credit Agreement and
each of the other Loan Documents, including obligations to pay fees, expense reimbursement
obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed
or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), (b) the due and punctual payment and performance of all other obligations of the
Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and
performance of all the obligations of each other Loan Party under or pursuant to this Agreement and
each of the other Loan Documents (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding).




          “Subsidiary Guarantors” means the Subsidiaries identified as such on Schedule I hereto
and each other Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after
the







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Effective Date pursuant to Section 5.13; provided that if a Subsidiary is released from its
obligations as a Subsidiary Guarantor hereunder as provided in Section 5.12(b), such Subsidiary
shall cease to be a Subsidiary Guarantor hereunder effective upon such release.




          “Supplement” means an instrument substantially in the form of Exhibit A hereto, or any
other form approved by the Administrative Agent, and in each case reasonably satisfactory to the
Administrative Agent.




ARTICLE II




The Guarantees



          SECTION 2.01. Guarantee. Each Guarantor irrevocably and unconditionally guarantees to
each of the Guaranteed Parties, jointly with the other Guarantors and severally, as a primary
obligor and not merely as a surety, by way of an independent payment obligation, the due and
punctual payment and performance of the Guaranteed Obligations. Each Guarantor further agrees that
the Guaranteed Obligations may be extended or renewed, in whole or in part, or amended or modified,
without notice to or further assent from it, and that it will remain bound upon its guarantee
hereunder notwithstanding any such extension or renewal, or amendment or modification, of any of
the Guaranteed Obligations. Each Guarantor waives presentment to, demand of payment from and
protest to the Borrower or any other Loan Party of any of the Guaranteed Obligations, and also
waives notice of acceptance of its guarantee and notice of protest for nonpayment.




          SECTION 2.02. Guarantee of Payment; Continuing Guarantee. Each Guarantor further
agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether or not any
bankruptcy or similar proceeding shall have stayed the accrual of collection of any of the
Guaranteed Obligations or operated as a discharge thereof) and not merely of collection, and waives
any right to require that any resort be had by the Administrative Agent or any other Guaranteed
Party to any security held for the payment of any of the Guaranteed Obligations or to any balance
of any deposit account or credit on the books of the Administrative Agent or any other Guaranteed
Party in favor of the Borrower, any other Loan Party or any other Person. Each Guarantor agrees
that its guarantee hereunder is continuing in nature and applies to all of its Guaranteed
Obligations, whether currently existing or hereafter incurred.




          SECTION 2.03. No Limitations. (a) Except for the termination or release of a
Guarantor’s obligations hereunder as expressly provided in Section 5.12, the obligations of each
Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination
for any reason, including any claim of waiver, release, surrender, alteration or compromise of any
of the Guaranteed Obligations, and shall not be subject to any defense or set-off, counterclaim,
recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of
any of the Guaranteed Obligations, any impossibility in the performance of any of the Guaranteed
Obligations or otherwise. Without limiting the generality of the foregoing, except for the
termination or release of its obligations hereunder as expressly provided in Section 5.12, to the
fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not
be discharged or impaired or otherwise affected by:





     (i) the failure of any Guaranteed Party or any other Person to assert any claim or
demand or to enforce any right or remedy under the provisions of any Loan Document or
otherwise;



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     (ii) any rescission, waiver, amendment, restatement or modification of, or any release
from any of the terms or provisions of, any Loan Document or any other agreement, including
with respect to any other Guarantor under this Agreement;




     (iii) the release of, or any impairment of or failure to perfect any Lien on, any
security held by any Guaranteed Party for any of the Guaranteed Obligations;




     (iv) any default, failure or delay, willful or otherwise, in the performance of any of
the Guaranteed Obligations;




     (v) any other act or omission that may or might in any manner or to any extent vary the
risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law
or equity (other than the payment in full in cash of all the Guaranteed Obligations);




     (vi) any illegality, lack of validity or lack of enforceability of any of the Guaranteed
Obligations;




     (vii) any change in the corporate existence, structure or ownership of any Loan Party,
or any insolvency, bankruptcy, reorganization or other similar proceeding affecting any Loan
Party or its assets or any resulting release or discharge of any of the Guaranteed
Obligations;




     (viii) the existence of any claim, set-off or other rights that any Guarantor may have
at any time against the Borrower, the Administrative Agent, any other Guaranteed Party or any
other Person, whether in connection with the Credit Agreement, the other Loan Documents or
any unrelated transaction;




     (ix) this Agreement having been determined (on whatsoever grounds) to be invalid,
non-binding or unenforceable against any other Guarantor ab initio or at any time after the
Effective Date;




     (x) the fact that any Person that, pursuant to the Loan Documents, was required to
become a party hereto may not have executed or is not effectually bound by this Agreement,
whether or not this fact is known to the Guaranteed Parties;




     (xi) any action permitted or authorized hereunder (other than as set out in Section
5.12); or




     (xii) any other circumstance (including any statute of limitations), or any existence of
or reliance on any representation by the Administrative Agent, any Guaranteed Party or any
other Person, that might otherwise constitute a defense to, or a legal or equitable discharge
of, the Borrower, any Guarantor or any other guarantor or surety (other than the payment in
full in cash of all the Guaranteed Obligations (excluding contingent obligations)).



          Each Guarantor expressly authorizes the Guaranteed Parties to take and hold security in
accordance with the terms of the Loan Documents for the payment and performance of the Guaranteed
Obligations, to exchange, waive or release any or all such security (with or without
consideration), to enforce or apply such security and direct the order and manner of any sale
thereof in their sole discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Guaranteed Obligations, all without affecting the obligations of
any Guarantor hereunder.







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          (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based
on or arising out of any defense of the Borrower or any other Loan Party or the unenforceability of
the Guaranteed Obligations or any part thereof from any cause, or the cessation from any cause of
the liability of the Borrower or any other Loan Party, other than the payment in full in cash of
all the Guaranteed Obligations (excluding contingent obligations). The Administrative Agent and the
other Guaranteed Parties may, at their election and in accordance with the terms of the Loan
Documents, foreclose on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with the Borrower or
any other Loan Party or exercise any other right or remedy available to them against the Borrower
or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor
hereunder except to the extent the Guaranteed Obligations have been paid in full in cash (excluding
contingent obligations). To the fullest extent permitted by applicable law, each Guarantor waives
any defense arising out of any such election even though such election operates, pursuant to
applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or
any security.




          SECTION 2.04. Reinstatement. Each Guarantor agrees that, unless released pursuant to
Section 5.12(b), its guarantee hereunder shall continue to be effective or be reinstated, as the
case may be, if at any time payment, or any part thereof, of any Guaranteed Obligations is
rescinded or must otherwise be restored by any Guaranteed Party upon the bankruptcy or
reorganization (or any analogous proceeding in any jurisdiction) of the Borrower, any other Loan
Party or otherwise.




          SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent or any other Guaranteed Party has at
law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any
other Loan Party to pay any Guaranteed Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises
to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the
applicable Guaranteed Parties in cash the amount of such unpaid Guaranteed Obligation. Upon
payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of
such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of
right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be
subject to Article III.




          SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs
hereunder, and agrees that none of the Guaranteed Parties will have any duty to advise such
Guarantor of information known to it or any of them regarding such circumstances or risks.




          SECTION 2.07. Payments Free of Taxes. Any and all payments by or on account of any
obligation of any Guarantor hereunder or under any other Loan Document shall be made without
deduction for any Indemnified Taxes or Other Taxes on the same terms and to the same extent that
payments by the Borrower are required to be so made pursuant to the terms of Section 2.17 of the
Credit Agreement. The provisions of Section 2.17 of the Credit Agreement shall apply to each
Guarantor, mutatis mutandis.







-5-









 








ARTICLE III




Indemnity, Subrogation and Subordination



          SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03) in
respect of any payment hereunder, the Borrower agrees that (a) in the event a payment in respect of
any Guaranteed Obligation of the Borrower shall be made by any Guarantor under this Agreement, the
Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the Person to whom such payment shall have been made to the
extent of such payment and (b) in the event any assets of any Guarantor shall be sold pursuant to
any Security Document to satisfy in whole or in part any Guaranteed Obligations owed to any
Guaranteed Party, the Borrower shall indemnify such Guarantor in an amount equal to the greater of
the book value or the fair market value of the assets so sold.




          SECTION 3.02. Contribution and Subrogation. Each Guarantor (a “Contributing Party”)
agrees (subject to Section 3.03) that, in the event a payment shall be made by any other Guarantor
hereunder in respect of any Guaranteed Obligations or assets of any other Guarantor shall be sold
pursuant to any Security Document to satisfy any Guaranteed Obligation owed to any Guaranteed Party
and such other Guarantor (the “Claiming Party”) shall not have been fully indemnified as provided
in Section 3.01, the Contributing Party shall indemnify the Claiming Party in an amount equal to
the amount of such payment or the greater of the book value or the fair market value of such
assets, as the case may be, in each case multiplied by a fraction of which the numerator shall be
the net worth of the Contributing Party on the date hereof (or, in the case of any Guarantor
becoming a party hereto pursuant to Section 5.13, the date of the Supplement executed and delivered
by such Guarantor) and the denominator shall be the aggregate net worth of all the Guarantors on
the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section 5.13,
such other date). Any Contributing Party making any payment to a Claiming Party pursuant to this
Section 3.02 shall be subrogated to the rights of such Claiming Party under Section 3.01 to the
extent of such payment.




          SECTION 3.03. Subordination. (a) Notwithstanding any provision of this Agreement to
the contrary, all rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of the
Guarantors of indemnity, contribution or subrogation under applicable law or otherwise shall be
fully subordinated to the payment in full in cash of all the Guaranteed Obligations. No failure on
the part of the Borrower or any Guarantor to make the payments required by Sections 3.01 and 3.02
(or any other payments required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each
Guarantor shall remain liable for the full amount of the obligations of such Guarantor hereunder.




          (b) Each Guarantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default and after notice from the Administrative Agent (provided that no such notice shall
be required to be given in the case of any Event of Default arising under Section 7.01(h) or
7.01(i) of the Credit Agreement), all Indebtedness and other monetary obligations owed by it to any
Guarantor, or to it by any other Guarantor or any other Restricted Subsidiary shall be fully
subordinated to the payment in full in cash of all the Guaranteed Obligations.







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ARTICLE IV




Representations and Warranties



          Each Subsidiary Guarantor represents and warrants to the Administrative Agent and the other
Guaranteed Parties that (a) the execution, delivery and performance by such Subsidiary Guarantor of
this Agreement have been duly authorized by all necessary corporate or other action and, if
required, action by the holders of such Subsidiary Guarantor’s Equity Interests, and that this
Agreement has been duly executed and delivered by such Subsidiary Guarantor and constitutes its
legal, valid and binding obligation, enforceable against it in accordance with its terms, subject
to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law, and (b) all representations and warranties set forth in the Credit
Agreement as to such Subsidiary Guarantor are true and correct in all material respects;
provided that any representation and warranty that is qualified as to “materiality,”
“Material Adverse Effect” or similar language is true and correct in all respects (after giving
effect to such qualification).




ARTICLE V




Miscellaneous



          SECTION 5.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the
Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be
given to it in care of the Borrower as provided in Section 9.01 of the Credit Agreement.




          SECTION 5.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent,
any Issuing Bank or any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent, the Issuing Banks and the Lenders hereunder and
under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or consent to any
departure by any Loan Party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section 5.02, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. Without limiting the generality
of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as
a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing
Bank may have had notice or knowledge of such Default at the time. No notice or demand on any Loan
Party in any case shall entitle any Loan Party to any other or further notice or demand in similar
or other circumstances.




          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Guarantor or Guarantors with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.02 of the Credit Agreement; provided
that the Administrative Agent may, without the consent of any Guaranteed Party, consent to a
departure by any Guarantor from any covenant of such Guarantor set forth herein to the extent such
departure is consistent with the authority of the Administrative Agent set forth in the definition
of the term “Collateral and Guarantee Requirement” in the Credit Agreement.







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          SECTION
5.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) Each
Guarantor, jointly with the other Guarantors and severally, agrees to reimburse the Administrative
Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of the Credit
Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a reference
to “each Guarantor.”




          (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Guarantor, jointly with the other Guarantors and severally, agrees to indemnify the Administrative
Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees
and expenses of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by
any third party or by Holdings, the Borrower or any Subsidiary arising out of, in connection with,
or as a result of, the execution, delivery or performance of this Agreement or any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether brought by a third party or by Holdings, the Borrower or any Subsidiary and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities, costs or
related expenses (w) resulted from the gross negligence, bad faith or willful misconduct of such
Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment), (x) resulted from a material breach of a material obligation under
the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of competent
jurisdiction in a final and non-appealable judgment), (y) arise from disputes between or among
Indemnitees that do not involve an act or omission by Holdings, the Borrower or any Restricted
Subsidiary other than against any of the Administrative Agent or any Joint Bookrunner in their
capacities as such or (z) relate to Tax Matters.




          (c) To the fullest extent permitted by applicable law, no Guarantor shall assert, and each
Guarantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use
by unintended recipients of information or other materials distributed to such unintended
recipients by such Indemnitee through telecommunications, electronic or other information
transmission systems (including the Internet) in connection with this Agreement or the other Loan
Documents or the transactions contemplated hereby or thereby; provided that such indemnity shall
not, as to any Indemnitee, be available to the extent that such damages are determined by a court
of competent jurisdiction in a final and non-appealable judgment to have resulted from the gross
negligence, bad faith or willful misconduct of, or a material breach of the Loan Documents by, such
Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment), or (ii) on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of this Agreement, any Loan Document or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the
proceeds thereof.




          (d) The provisions of this Section 5.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby or thereby, the repayment of any of the Guaranteed Obligations,
the invalidity or unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of any Guaranteed Party. All amounts due under
this Section shall be payable not later than 10 Business Days after written demand therefore;
provided, however, any Indemnitee shall promptly refund an indemnification payment received
hereunder to the extent that there is a final judicial determination that such Indemnitee was not
entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any such
amounts payable as provided hereunder shall be additional Guaranteed Obligations.





-8-











 





          SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor
or the Administrative Agent that are contained in this Agreement shall bind and inure to the
benefit of their respective successors and assigns.




          SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in this Agreement or any other Loan Document and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Guaranteed Parties and
shall survive the execution and delivery of the Loan Documents and the making of any Loans and
issuance of any Letters of Credit, regardless of any investigation made by or on behalf of any
Guaranteed Party and notwithstanding that the Administrative Agent, any Issuing Bank, any Lender or
any other Guaranteed Party may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended under the Credit Agreement or any
other Loan Document, and shall continue in full force and effect until such time as (a) all the
Loan Document Obligations (including LC Disbursements, if any, but excluding contingent
obligations) have been paid in full in cash, (b) all Commitments have terminated or expired and (c)
the LC Exposure has been reduced to zero (including as a result of obtaining the consent of the
applicable Issuing Bank as described in Section 9.05 of the Credit Agreement).




          SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original but all of which when taken together shall constitute a single contract.
Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement.
This Agreement shall become effective as to any Guarantor when a counterpart hereof executed on
behalf of such Guarantor shall have been delivered to the Administrative Agent and a counterpart
hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be
binding upon such Guarantor and the Administrative Agent and their respective permitted successors
and assigns, and shall inure to the benefit of such Guarantor, the Administrative Agent and the
other Guaranteed Parties and their respective successors and assigns, except that no Guarantor
shall have the right to assign or transfer its rights or obligations hereunder or any interest
herein (and any such assignment or transfer shall be void) except as expressly provided in this
Agreement and the Credit Agreement. This Agreement shall be construed as a separate agreement with
respect to each Guarantor and may be amended, modified, supplemented, waived or released with
respect to any Guarantor without the approval of any other Guarantor and without affecting the
obligations of any other Guarantor hereunder.




          SECTION 5.07. Severability. Any provision of this Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or
unenforceable provisions with valid, legal and enforceable provisions the economic effect of which
comes as close as reasonably possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 5.08. Right of Set-Off. If an Event of Default shall have occurred and be continuing,
each Lender, each Issuing Bank and each of their respective Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in whatever currency) at
any time held and other obligations (in whatever currency) at any time owing by such Lender, such
Issuing Bank or any





-9-









 







such Affiliate to or for the credit or the account of any Guarantor against any of and all the
obligations of such Guarantor then due and owing under this Agreement held by such Lender or such
Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any
demand under this Agreement and although (i) such obligations may be contingent or unmatured and
(ii) such obligations are owed to a branch or office of such Lender or such Issuing Bank different
from the branch or office holding such deposit or obligated on such Indebtedness. The applicable
Lender or Issuing Bank shall notify the applicable Guarantor and the Administrative Agent of such
setoff and application; provided that any failure to give or any delay in giving such notice shall
not affect the validity of any such setoff and application under this Section 5.08. The rights of
each Lender, each Issuing Bank and their respective Affiliates under this Section 5.08 are in
addition to other rights and remedies (including other rights of setoff) that such Lender, such
Issuing Bank and their respective Affiliates may have.




          SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of
Service of Process Agent. (a) This Agreement shall be construed and enforced in accordance with
and governed by the laws of the State of New York.




          (b) Each party hereto hereby irrevocably and unconditionally:





     (i) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the general jurisdiction of the Supreme
Court of the State of New York for the County of New York (the “New York Supreme Court”),
and the United States District Court for the Southern District of New York (the “Federal
District Court,” and together with the New York Supreme Court, the “New York Courts”), and
appellate courts from either of them;




     (ii) consents that any such action or proceeding may be brought in such courts and
waives, to the maximum extent not prohibited by law, any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum and agrees not to plead or claim
the same;




     (iii) agrees that the New York Courts and appellate courts from either of them shall
be the exclusive forum for any legal action or proceeding relating to this Agreement and
the other Loan Documents to which it is a party, and that it shall not initiate (or
collusively assist in the initiation or prosecution of) any such action or proceeding in
any court other than the New York Courts and appellate courts from either of them; provided
that




     (A) if all such New York Courts decline jurisdiction over any Person, or
decline (or in the case of the Federal District Court, lack) jurisdiction over the
subject matter of such action or proceeding, a legal action or proceeding may be
brought with respect thereto in another court having such jurisdiction;




     (B) in the event that a legal action or proceeding is brought against any
party hereto or involving any of its property or assets in another court (without
any collusive assistance by such party or any of its Subsidiaries or Affiliates),
such party shall be entitled to assert any claim or defense (including any claim or
defense that this Section 5.09(b)(iii) would otherwise require to be asserted in a
legal action or proceeding in a New York Court) in any such action or proceeding;




     (C) the Administrative Agent and the Lenders may bring any legal action or
proceeding against any Guarantor in any jurisdiction in connection with the
exercise of



-10-









 






any rights under this Agreement and the other Security Documents; provided that any
Guarantor shall be entitled to assert any claim or defense (including any claim or
defense that this Section 5.09(b)(iii) would otherwise require to be asserted in a
legal action or proceeding in a New York Court) in any such action or proceeding;
and




     (D) any party hereto may bring any legal action or proceeding in any
jurisdiction for the recognition and enforcement of any judgment;




     (iv) agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the Borrower, the applicable Lender or the
Administrative Agent, as the case may be, in the manner provided for notices in Section
5.01 or at such other address of which the Administrative Agent, any such Lender and the
Borrower shall have been notified pursuant thereto; and




     (v) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or (subject to the preceding clause (iii)) shall limit
the right to sue in any other jurisdiction.



          (c) Each Intermediate Parent and each Subsidiary Guarantor hereby irrevocably designates,
appoints and empowers the Borrower as its designee, appointee and agent to receive, accept and
acknowledge for and on its behalf, and in respect of its property, service of any and all legal
process, summons, notices and documents that may be served in any such action or proceeding.




          SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,
SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.10.




          SECTION 5.11. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect the
construction of, or to be taken into consideration in interpreting, this Agreement.




          SECTION 5.12. Termination or Release. (a) Subject to Section 2.04, this Agreement and the
Guarantees made herein shall terminate when (i) all the Loan Document Obligations (including all LC
Disbursements, if any, but excluding contingent obligations) have been paid in full in cash, (ii)
all Commitments have terminated or expired and (iii) the LC Exposure has been reduced to zero
(including as a result of obtaining the consent of the applicable Issuing Bank as described in
Section 9.05 of the Credit Agreement).




          (b) The guarantee of any Person that becomes a Successor Borrower in accordance with Section
6.03(a)(iv) of the Credit Agreement shall terminate and be released at the time such Person becomes
a Successor Borrower.






-11-









 








          (c) The guarantees made herein shall also terminate and be released at the time or times and
in the manner set forth in Section 9.15 of the Credit Agreement.




          (d) In connection with any termination or release pursuant to paragraph (a) or (b) of this
Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination
or release so long as the applicable Loan Party shall have provided the Administrative Agent such
certifications or documents as the Administrative Agent shall reasonably request in order to
demonstrate compliance with this Section 5.12. Any execution and delivery of documents by the
Administrative Agent pursuant to this Section 5.12 shall be without recourse to or warranty by the
Administrative Agent.




          SECTION 5.13. Additional Guarantors. Pursuant to the Credit Agreement, additional Intermediate
Parents and Subsidiaries may be required to become Guarantors after the date hereof. Upon execution
and delivery by the Administrative Agent and an Intermediate Parent or a Subsidiary, as applicable,
of a Supplement, any such Intermediate Parent or Subsidiary shall become a Guarantor hereunder with
the same force and effect as if originally named as such herein. The execution and delivery of any
such instrument shall not require the consent of any other Guarantor hereunder. The rights and
obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the
addition of any Intermediate Parent and Subsidiary as a party to this Agreement.




[Signature Pages Follow]



-12-









 





          IN WITNESS WHEREOF, the parties hereto have duly executed this Master Guarantee
Agreement as of the day and year first above written.




	 	 	 	 	 
	 	STERLING PARENT INC.,

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SRA INTERNATIONAL, INC.,

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SYSTEMS RESEARCH AND APPLICATIONS CORPORATION

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PLATINUM SOLUTIONS, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PERRIN QUARLES ASSOCIATES, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	RABA TECHNOLOGIES, LLC

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO MASTER GUARANTEE AGREEMENT



 









 





	 	 	 	 	 
	 	CMA GOVERNMENT SOLUTIONS, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SENTECH HOLDINGS, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SENTECH, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	INTERFACE AND CONTROL SYSTEMS, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	TOUCHSTONE CONSULTING GROUP, INC.
 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CONSTELLA GROUP, LLC

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-2-









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIBANK, N.A., as Administrative Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO MASTER GUARANTEE AGREEMENT



 









 





Schedule I to

the Master Guarantee Agreement




INITIAL SUBSIDIARY GUARANTORS




Systems Research and Applications Corporation

Platinum Solutions, Inc.

Perrin Quarles Associates, Inc.

Raba Technologies, LLC 

CMA Government Solutions, Inc.

SENTECH Holdings, Inc.

SENTECH, INC.

Interface and Control Systems, Inc.

Touchstone Consulting Group, Inc.

Constella Group, LLC




 









 





Exhibit A

to the Master Guarantee Agreement




          SUPPLEMENT NO. __ dated as of [     ], 20[     ] to the Master Guarantee Agreement dated as of July
20, 2011, among STERLING PARENT INC. (“Holdings”), SRA INTERNATIONAL, INC. (the “Borrower”), the
other subsidiaries of Holdings party thereto (Holdings and such subsidiaries of Holdings (other
than the Borrower) being collectively referred to as the “Guarantors”) and CITIBANK, N.A., as
Administrative Agent.




          A. Reference is made to the Credit Agreement dated as of July 20, 2011 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the
Borrower (as successor by merger to Sterling Merger Inc.), the Lenders party thereto and Citibank,
N.A., as Administrative Agent.




          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Guarantee Agreement referred to therein, as
applicable.




          C. The Guarantors and the Borrower have entered into the Guarantee Agreement in order to
induce the Lenders and the Issuing Banks to extend credit to the Borrower. Section 5.13 of the
Guarantee Agreement provides that additional Intermediate Parents and Subsidiaries may become
Guarantors under the Guarantee Agreement by execution and delivery of an instrument in the form of
this Supplement. The undersigned Intermediate Parent or Subsidiary (the “New Guarantor”) is
executing this Supplement to become a Guarantor under the Guarantee Agreement in order to induce
the Lenders and the Issuing Banks to make additional extensions of credit under the Credit
Agreement and as consideration for such extensions of credit previously issued.




          Accordingly, the Administrative Agent and the New Guarantor agree as follows:




          SECTION 1. In accordance with Section 5.13 of the Guarantee Agreement, the New Guarantor by
its signature below becomes a Guarantor under the Guarantee Agreement with the same force and
effect as if originally named therein as a Guarantor, and the New Guarantor hereby agrees to all
the terms and provisions of the Guarantee Agreement applicable to it as a Guarantor thereunder.
Each reference to a “Subsidiary Guarantor” or a “Guarantor” in the Guarantee Agreement shall be
deemed to include the New Guarantor. The Guarantee Agreement is hereby incorporated herein by
reference.




          SECTION 2. The New Guarantor represents and warrants to the Administrative Agent and the other
Guaranteed Parties that (a) the execution, delivery and performance by the New Guarantor of this
Supplement have been duly authorized by all necessary corporate or other action and, if required,
action by the holders of such New Guarantor’s Equity Interests, and that this Supplement has been
duly executed and delivered by the New Guarantor and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity
or at law, and (b) all representations and warranties set forth in the Credit Agreement as to the
New Guarantor are true and correct in all material respects as of the date hereof; provided that,
to the extent such representations and warranties specifically refer to an earlier date, they are
true and correct in all material respects as of such earlier date; provided, further that any
representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or
similar language is true and correct in all respects (after giving effect to such qualification).





A-1









 








          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Supplement by facsimile or other electronic transmission shall be effective as delivery of a
manually signed counterpart of this Supplement. This Supplement shall become effective as to the
New Guarantor when a counterpart hereof executed on behalf of the New Guarantor shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon the New Guarantor and the
Administrative Agent and their respective permitted successors and assigns, and shall inure to the
benefit of the New Guarantor, the Administrative Agent and the other Guaranteed Parties and their
respective successors and assigns, except that the New Guarantor shall not have the right to assign
or transfer its rights or obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly provided in this Supplement, the Guarantee Agreement
and the Credit Agreement.




          SECTION 4. Except as expressly supplemented hereby, the Guarantee Agreement shall remain in
full force and effect.




          SECTION 5. THIS SUPPLEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE STATE OF NEW YORK.




          SECTION 6. Any provision of this Supplement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction. The parties hereto
shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable
provisions with valid, legal and enforceable provisions the economic effect of which comes as close
as reasonably possible to that of the invalid, illegal or unenforceable provisions.




          SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 5.01 of the Guarantee Agreement.




          SECTION 8. The New Guarantor agrees to reimburse the Administrative Agent for its fees and
expenses incurred hereunder and under the Guarantee Agreement as provided in Section 9.03(a) of the
Credit Agreement; provided that each reference therein to the “Borrower” shall be deemed to be a
reference to “the New Guarantor.”




          SECTION 9. The New Guarantor is a [company] duly [incorporated] under the law of [name of
relevant jurisdiction].







A-2









 








          IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this
Supplement to the Master Guarantee Agreement as of the day and year first above written.




	 	 	 	 	 
	 	[NAME OF NEW GUARANTOR],

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A., as Administrative Agent, on behalf of

itself and the other Guaranteed Parties,

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO SUPPLEMENT TO THE MASTER GUARANTEE AGREEMENT



 









 





EXHIBIT C




Form of Perfection Certificate




[attached hereto]



 









 





PERFECTION CERTIFICATE




          Reference is made to the Credit Agreement dated as of July 20, 2011 (the “Credit Agreement”),
among STERLING MERGER INC., a Delaware corporation (to be merged with and into SRA INTERNATIONAL,
INC., a Delaware corporation (the “Company”) on the date hereof with the Company as the survivor,
(the “Borrower”), the lenders from time to time party thereto and Citibank, N.A., as Administrative
Agent.. Capitalized terms used but not defined herein have the meanings assigned in the Credit
Agreement or the Collateral Agreement referred to therein, as applicable.




          The undersigned, a Responsible Officer of the Borrower, hereby certifies to the Administrative
Agent and each other Secured Party on the Effective Date on behalf of the Loan Parties as follows:




          SECTION 1. Names. (a) Set forth on Schedule 1 is (i) the exact legal name of each Loan Party,
as such name appears in its certificate of organization or like document and (ii) each other legal
name such Loan Party has had in the past five years, together with the date of the relevant name
change and each other name used by each Loan Party on any filings with the Internal Revenue Service
at any time in the past five years.




          (b) Except as set forth on Schedule 1, no Loan Party has, within the past five years
consummated any merger or consolidation with any other Person or acquired all or substantially all
of the assets of (or all or substantially all the assets constituting a business unit, division,
product line or line of business of) another Person or changed its form or jurisdiction of
organization (provided that if such Loan Party has been acquired by any other Loan Party within the
last five years, such representation shall be made to the best of the knowledge of such Loan
Party).




          SECTION 2. Jurisdictions and Locations. Set forth on Schedule 2 is (i) the jurisdiction of
organization and the form of organization of each Loan Party, (ii) the organizational
identification number, if any, assigned by such jurisdiction and (iii) the address (including the
county) of the chief executive office of such Loan Party or the registered office of such Loan
Party, if applicable.




          SECTION 3. UCC Filings. Financing statements in substantially the form of Schedule 3 have been
prepared for filing by counsel to the Administrative Agent in the proper Uniform Commercial Code
filing office in the jurisdiction in which each Loan Party is located. Set forth on Schedule 3 is a
true and correct list of each such filing and the Uniform Commercial Code filing office in which
such filing is to be made.




          SECTION 4. Stock Ownership and other Equity Interests. Set forth on Schedule 4 is a true and
correct list, for each Loan Party, of all the issued and outstanding stock, partnership interests,
limited liability company membership interests or other Equity Interests of the Borrower or any
Subsidiary or (to the extent such Equity Interest is certificated) of any other Person owned,
beneficially or of record, by such Loan Party, specifying the issuer and certificate number (if
any) of, and the number and percentage of ownership represented by, such Equity Interests and
setting forth the percentage of such Equity Interests pledged under the Security Agreement.




          SECTION 5. Debt Instruments. Set forth on Schedule 5 is a true and correct list, for each Loan
Party, of all promissory notes and other instruments owned by such Loan Party that are required to
be pledged under the Credit Agreement and the Security Documents, including all intercompany notes
between or among Holdings, the Borrower and the other Subsidiaries in excess of $2,000,000 in
principal amount, and to the extent applicable, specifying the creditor and debtor thereunder and
the outstanding principal amount thereof.






 









 








          SECTION 6. Intellectual Property. (a) Set forth on Schedule 6(a) is a true and correct list,
with respect to each Loan Party, of all United States patents and patent applications owned by such
Loan Party (except, for the avoidance of doubt, as otherwise indicated on Schedule 6(a)), including
the name of the owner, title, registration or application number of any registrations or
applications.




          (b) Set forth on Schedule 6(b) is a true and correct list, with respect to each Loan Party, of
all United States trademark and service mark registrations and applications owned by such Loan
Party (other than intent-to-use trademark and service mark applications), including the name of the
registered owner and the registration or application number of any registrations and applications.




          (c) Set forth on Schedule 6(c) is a true and correct list, with respect to each Loan Party, of
all United States copyright registrations and applications owned by such Loan Party, including the
name of the registered owner, title and the registration number of any copyright registrations.




          (d) Set forth on Schedule 6(d) is a true and correct list, with respect to each Loan Party, of
all exclusive Copyright Licenses under which such Loan Party is a licensee, including the name and
address of the licensor under such exclusive Copyright License and the name of the registered
owner, title and the registration or serial number of any copyright registration to which such
exclusive Copyright License relates.




          SECTION 7. Commercial Tort Claims. Set forth on Schedule 7 is a true and correct list of
commercial tort claims in excess of $2,000,000 held by any Loan Party, including a brief
description thereof.




          SECTION 8. Letter of Credit Rights. Set forth on Schedule 8 is a true and correct list of all
letters of credit with a value in excess of $2,000,000 issued in favor of any Loan Party, as
beneficiary thereunder.







-2-









 








          IN WITNESS WHEREOF, the undersigned has duly executed this certificate on this ___ day of July
2011.




	 	 	 	 	 
	 	SRA INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Schedule 1




Names



	 	 	 
	 	 	Other Legal Names
	Loan Party’s Exact Legal Name	 	(including date of change)
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 





 









 






Schedule 2




Jurisdictions and Locations



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Chief Executive
	 	 	 	 	 	 	Organizational	 	Office or Registered
	 	 	Jurisdiction of	 	Form of	 	Identification Number	 	Office Address
	Loan -Party	 	Organization	 	Organization	 	(if any)	 	(including county)
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 





 









 






Schedule 3




UCC Filings



	 	 	 
	Loan Party	 	UCC Filing Office/County Recorder’s Office
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 
	 	 	 
	 
	 	 





 









 






Schedule 4




Stock Ownership and Other Equity Interests



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number of	 	 	 	 
	 	 	 	 	Certificate	 	Equity 	 	Percentage of	 	Percentage
	Loan Party	 	Issuer	 	Number	 	Interests	 	Ownership	 	Pledged
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 





 









 






Schedule 5




Debt Instruments



	 	 	 	 	 	 	 	 	 
	Loan Party	 	Creditor	 	Debtor	 	Type	 	Amount
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 





 









 






Schedule 6(a)




Intellectual Property



Patents and Patent Applications



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration /	 	Country
	Loan Party	 	Registered Owner	 	Type	 	Application Number	 	Designation
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 





 









 






Schedule 6(b)




Intellectual Property



Trademarks and Trademark Applications



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Registration /
	 	 	 	 	 	 	Application
	Loan Party	 	Registered Owner	 	Mark	 	Number
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 





 









 






Schedule 6(c)




Intellectual Property



Copyrights and Copyright Applications



	 	 	 	 	 	 	 
	 	 	Registered	 	 	 	Registration /
	Loan Party	 	Owner	 	Title	 	Serial Number
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 





 









 






Schedule 7




Commercial Tort Claims



	 	 	 	 	 
	Loan Party/Plaintiff	 	Defendant	 	Description
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 	 
	 
	 	 
	 	 





 









 






Schedule 8




Letter of Credit Rights



	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Subject to
	 	 	 	 	 	 	 	 	 	 	Control
	 	 	 	 	Principal	 	Date of	 	Maturity	 	Requirement
	Issuer	 	Beneficiary	 	Amount	 	Issuance	 	Date	 	[Yes/No]
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 	 	 	 	 	 	 	 	 	 





 









 






EXHIBIT D




[Reserved]






 









 








EXHIBIT E




Form of Collateral Agreement




[attached hereto]





 











 





EXECUTION COPY





 



COLLATERAL AGREEMENT




dated as of



July 20, 2011,



among



STERLING PARENT INC.,



SRA INTERNATIONAL, INC.,



THE OTHER GRANTORS PARTY HERETO



and



CITIBANK, N.A.,

as Administrative Agent





 



 









 





TABLE OF CONTENTS






	 	 	 	 	 

	ARTICLE I

	 
	 	 	 	 
	DEFINITIONS

	 
	 	 	 	 
	SECTION 1.01. Defined Terms
	 	 	1	 
	SECTION 1.02. Other Defined Terms
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II

	 
	 	 	 	 
	PLEDGE OF SECURITIES

	 
	 	 	 	 
	SECTION 2.01. Pledge
	 	 	5	 
	SECTION 2.02. Delivery of the Pledged Collateral
	 	 	5	 
	SECTION 2.03. Representations, Warranties and Covenants
	 	 	6	 
	SECTION 2.04. Registration in Nominee Name; Denominations
	 	 	7	 
	SECTION 2.05. Voting Rights; Dividends and Interest
	 	 	7	 
	 
	 	 	 	 
	ARTICLE III

	 
	 	 	 	 
	SECURITY INTERESTS IN PERSONAL PROPERTY

	 
	 	 	 	 
	SECTION 3.01. Security Interest
	 	 	9	 
	SECTION 3.02. Representations and Warranties
	 	 	10	 
	SECTION 3.03. Covenants
	 	 	12	 
	SECTION 3.04. Commercial Tort Claims
	 	 	14	 
	SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral
	 	 	14	 
	 
	 	 	 	 
	ARTICLE IV

	 
	 	 	 	 
	REMEDIES

	 
	 	 	 	 
	SECTION 4.01. Remedies upon Default
	 	 	15	 
	SECTION 4.02. Application of Proceeds
	 	 	16	 
	SECTION 4.03. Grant of License to Use Intellectual Property
	 	 	17	 
	SECTION 4.04. Securities Act
	 	 	17	 
	 
	 	 	 	 
	ARTICLE V

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	SECTION 5.01. Notices
	 	 	18	 
	SECTION 5.02. Waivers; Amendment
	 	 	18	 
	SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification
	 	 	18	 
	SECTION 5.04. Successors and Assigns
	 	 	20	 
	SECTION 5.05. Survival of Agreement
	 	 	20	 
	SECTION 5.06. Counterparts; Effectiveness; Several Agreement
	 	 	20	 






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	SECTION 5.07. Severability
	 	 	20	 
	SECTION 5.08. Right of Set-Off
	 	 	20	 
	SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment
of Service of Process Agent
	 	 	21	 
	SECTION 5.10. WAIVER OF JURY TRIAL
	 	 	22	 
	SECTION 5.11. Headings
	 	 	22	 
	SECTION 5.12. Security Interest Absolute
	 	 	22	 
	SECTION 5.13. Termination or Release
	 	 	23	 
	SECTION 5.14. Additional Grantors
	 	 	23	 
	SECTION 5.15. Administrative Agent Appointed Attorney-in-Fact
	 	 	23	 
	 
	 	 	 	 
	Schedules
	 	 	 	 
	 
	Schedule I            Grantors
	 	 	 	 
	Schedule II           Pledged Equity Interests; Pledged Debt Securities
	 	 	 	 
	Schedule III          Intellectual Property
	 	 	 	 
	Schedule IV          Commercial Tort Claims
	 	 	 	 
	 
	 	 	 	 
	Exhibits
	 	 	 	 
	 
	Exhibit I                Form of Supplement
	 	 	 	 
	Exhibit II               Form of Copyright Security Agreement
	 	 	 	 
	Exhibit III              Form of Patent Security Agreement
	 	 	 	 
	Exhibit IV              Form of Trademark Security Agreement
	 	 	 	 






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          COLLATERAL AGREEMENT dated as of July 20, 2011 (this “Agreement”), among STERLING
PARENT INC., a Delaware corporation (“Holdings”), SRA INTERNATIONAL, INC., a Delaware
corporation (the “Borrower”), the other GRANTORS from time to time party hereto and
CITIBANK, N.A., as Administrative Agent.



          Reference is made to the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Holdings, Sterling Merger Inc., a Delaware corporation (the
rights and obligations of which have been assumed by the Borrower), the Lenders party thereto and
Citibank, N.A., as Administrative Agent. The Lenders and the Issuing Banks have agreed to extend
credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among
other things, the execution and delivery of this Agreement. The Grantors (other than the Borrower)
are Affiliates of the Borrower, will derive substantial benefits from the extension of credit to
the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement
in order to induce the Lenders and the Issuing Banks to extend such credit. Accordingly, the
parties hereto agree as follows:



ARTICLE I




Definitions




     SECTION 1.01. Defined Terms.



          (a) Each capitalized term used but not defined herein shall have the meaning assigned thereto
in the Credit Agreement; provided that each term defined in the New York UCC (as defined
herein) and not defined in this Agreement shall have the meaning specified in the New York UCC. The
term “instrument” shall have the meaning specified in Article 9 of the New York UCC.



          (b) The rules of construction specified in Section 1.03 and 1.04 of the Credit Agreement also
apply to this Agreement, mutatis mutandis.



          SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have
the meanings specified below:



          “Account Debtor” means any Person that is or may become obligated to any Grantor
under, with respect to or on account of an Account.



          “Agreement” has the meaning assigned to such term in the preamble to this Agreement.




“Article 9 Collateral” has the meaning assigned to such term in Section
3.01.



          “Borrower” has the meaning assigned to such term in the introductory paragraph to this
Agreement.



          “Commercial Tort Claim” means any Commercial Tort Claim (as defined in the UCC) that
is commenced by a Grantor in the courts of the United States of America, any state or territory



 









 




thereof or any political subdivision of any such state or territory, other than any Commercial Tort
Claim (as defined in the UCC) in which a Grantor seeks damages arising out of torts committed
against it that would reasonably be expected to result in a damage award to it of less than
$2,000,000 individually (an “Excluded Commercial Tort Claim”) or $7,500,000 collectively
with all other Excluded Commercial Tort Claims.




          “Collateral” means Article 9 Collateral and Pledged Collateral.



          “Copyright License” means, with respect to any Grantor, any United States written
license agreement of such Grantor, now or hereafter in effect, with any Person who is not an
Affiliate granting a license to such Grantor’s Copyrights or such other Person’s copyrights, and
all rights of such Grantor under any such agreement.



          “Copyright Security Agreement” means the Copyright Security Agreement substantially in
the form of Exhibit II.



          “Copyrights” means, with respect to any Grantor, all of the following now owned or
hereafter acquired by such Grantor: (a) all copyright rights in any work arising under the
copyright laws of the United States, whether as author, assignee or transferee, and (b) all
registrations and applications for registration of any such copyright in the United States,
including registrations, supplemental registrations and pending applications for registration in
the United States Copyright Office, including, in the case of any Grantor, the registered
Copyrights set forth next to its name on Schedule III hereto.



          “Credit Agreement” has the meaning assigned to such term in the introductory paragraph
of this Agreement.



          “Federal Securities Laws” has the meaning assigned to such term in Section
4.04.



          “Grantors” means (a) the Borrower, (b) Holdings, (c) each other Subsidiary identified
on Schedule I hereto and (d) each Intermediate Parent or Subsidiary that becomes a party to this
Agreement as a Grantor after the Effective Date.



          “Intellectual Property” means, with respect to any Grantor, all intellectual property
of every kind and nature now owned or hereafter acquired by such Grantor, including inventions,
designs, Patents, Copyrights, Licenses, Trademarks, trade secrets, domain names, know-how, and all
additions and improvements to any of the foregoing, in each case, owned by such Grantor.



          “License” means any Patent License, Trademark License, Copyright License or other
license or sublicense agreement to which any Grantor is a party, including those exclusive
Copyright Licenses under which any Grantor is a licensee listed on Schedule III hereto.



          “Loan Document Obligations” means (a) the due and punctual payment by the Borrower of
(i) the principal of and interest at the applicable rate or rates provided in the Credit Agreement
(including interest accruing during the pendency of any bankruptcy, insolvency, receivership or
other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the
Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for
prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit
Agreement in respect of any Letter of Credit, when and as due, including payments in respect of
reimbursement of



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disbursements, interest thereon and obligations to provide cash collateral, and (iii) all other
monetary obligations of the Borrower under or pursuant to the Credit Agreement and each of the
other Loan Documents, including obligations to pay fees, expense reimbursement obligations and
indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or allowable in such
proceeding), (b) the due and punctual payment and performance of all other obligations of the
Borrower under or pursuant to each of the Loan Documents and (c) the due and punctual payment and
performance of all the obligations of each other Loan Party under or pursuant to this Agreement and
each of the other Loan Documents (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding).




          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the
State of New York.



          “Patent License” means with respect to any Grantor any United States written license
agreement of such Grantor, now or hereafter in effect, with any Person who is not an Affiliate
granting a license to such Grantor’s Patents or such other Person’s patents, and all rights of such
Grantor under any such agreement.



          “Patent Security Agreement” means the Patent Security Agreement substantially in the
form of Exhibit III hereto.



          “Patents” means, with respect to any Grantor, all of the following now owned or
hereafter acquired by such Grantor: (a) all letters patent of the United States and all
registrations thereof and all applications for letters patent of the United States, including
registrations and pending applications in the United States Patent and Trademark Office, including
those listed on Schedule III hereto, and (b) all reissues, continuations, divisions,
continuations-in-part, renewals or extensions thereof, and the inventions disclosed or claimed
therein, in each case, in the United States.



          “Perfection Certificate” means the Perfection Certificate dated the Effective Date
delivered to the Administrative Agent pursuant to Section 4.01(f) of the Credit Agreement.



          “Pledged Collateral” has the meaning assigned to such term in Section 2.01.




          “Pledged Debt Securities” has the meaning assigned to such term in Section
2.01.




          “Pledged Equity Interests” has the meaning assigned to such term in
Section 2.01.



          “Pledged Securities” means any promissory notes, instruments, stock certificates, unit
certificates, limited or unlimited liability membership certificates now or hereafter included in
the Pledged Collateral representing or evidencing any Pledged Collateral.



          “Secured Cash Management Obligations” means the due and punctual payment and
performance of all obligations of Holdings, any Intermediate Parent, the Borrower and the
Restricted Subsidiaries in respect of any overdraft and related liabilities arising from treasury,
depository and cash management services or any automated clearing house transfers of funds provided
to Holdings, any Intermediate Parent, the Borrower or any Restricted Subsidiary (whether absolute
or contingent and howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions



-3-









 




and modifications thereof and substitutions therefor)) (including any commercial (or
purchasing) card programs) that are (a) owed to the Administrative Agent or any of its Affiliates,
(b) owed on the Effective Date to a Person that is a Lender or an Affiliate of a Lender as of the
Effective Date, (c) owed to a Person that is a Lender or an Affiliate of a Lender at the time such
obligations are incurred or (d) owed to any other Person, provided that such other Person
has provided notice to the Administrative Agent of such Secured Cash Management Obligations, and
provided further that the obligations owed to any such other Person arose in
respect of services provided by such Person in a jurisdiction where none of the Administrative
Agent, the Revolving Lenders or any of their Affiliates, at the time such obligations arose,
offered to provide such services.




          “Secured Obligations” means (a) the Loan Document Obligations, (b) the Secured Cash
Management Obligations and (c) the Secured Swap Obligations.



          “Secured Parties” means (a) each Lender, (b) each Issuing Bank, (c) the Administrative
Agent, (d) each Joint Bookrunner, (e) each Person to whom any Secured Cash Management Obligations
are owed, (f) each counterparty to any Swap Agreement the obligations under which constitute
Secured Swap Obligations, (g) the beneficiaries of each indemnification obligation undertaken by
any Loan Party under any Loan Document and (h) the permitted successors and assigns of each of the
foregoing.



          “Secured Swap Obligations” means the due and punctual payment and performance of all
obligations of Holdings, any Intermediate Parent, the Borrower and the Restricted Subsidiaries
under each Swap Agreement that (a) is with a counterparty that is the Administrative Agent or any
of its Affiliates, (b) is in effect on the Effective Date with a counterparty that is a Lender or
an Affiliate of a Lender as of the Effective Date or (c) is entered into after the Effective Date
with any counterparty that is a Lender or an Affiliate of a Lender at the time such Swap Agreement
is entered into.



          “Security Interest” has the meaning assigned to such term in Section
3.01(a).



          “Supplement” means an instrument substantially in the form of Exhibit I hereto, or any
other form approved by the Administrative Agent, and in each case reasonably satisfactory to the
Administrative Agent.



          “Trademark License” means with respect to any Grantor any United States written
license agreement, now or hereafter in effect, with any Person who is not an Affiliate granting a
license to such Grantor’s Trademarks or such other Person’s trademarks, and all rights of such
Grantor under any such agreement.



          “Trademark Security Agreement” means the trademark security agreement substantially in
the form of Exhibit IV hereto.



          “Trademarks” means, with respect to any Grantor, all of the following now owned or
hereafter acquired by such Grantor: (a) all trademarks, service marks, trade names, corporate
names, company names, business names, trade dress, logos, other source or business identifiers, now
owned or hereafter acquired by such Grantor, and all registration and applications filed in
connection therewith in the United States Patent and Trademark Office (other than intent-to-use
trademark or service mark applications filed in the United States Trademark Office or any United
States trademark office), and all extensions or renewals thereof, including, in the case of any
Grantor, any of the foregoing



-4-









 




set forth next to its name on Schedule III hereto, and (b) all goodwill associated therewith or
symbolized thereby.




          “UCC” shall mean the New York UCC; provided, however, that, at any time, if by reason
of mandatory provisions of law, any or all of the perfection or priority of the Administrative
Agent’s and the Secured Parties’ security interest in any item or portion of the Collateral is
governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such
other jurisdiction for purposes of the provisions hereof relating to such perfection or priority
and for purposes of definitions relating to such provisions.



ARTICLE II




Pledge of Securities



          SECTION 2.01. Pledge. As security for the payment or performance, as the case may be,
in full of the Secured Obligations, each Grantor hereby assigns and pledges to the Administrative
Agent, its successors and permitted assigns, for the benefit of the Secured Parties, and hereby
grants to the Administrative Agent, its successors and permitted assigns, for the benefit of the
Secured Parties, a security interest in, all of such Grantor’s right, title and interest in, to and
under (a)(i) the Equity Interests of any Subsidiary owned by such Grantor, including those listed
opposite the name of such Grantor on Schedule II hereto, (ii) any other Equity Interests of any
Subsidiary obtained in the future by such Grantor and (iii) the certificates or other instruments
representing all such Equity Interests (if any) together with undated stock powers or other
instruments of transfer with respect thereto endorsed in blank (collectively, the “Pledged
Equity Interests”); (b)(i) the debt securities and Instruments owned by such Grantor, including
those listed opposite the name of such Grantor on Schedule II hereto, (ii) any debt securities and
Instruments in the future issued to or otherwise acquired by such Grantor, and (iii) the promissory
notes and any other instruments evidencing all such debt securities (collectively, the
“Pledged Debt Securities”); (c) subject to Section 2.05, all payments of principal
or interest, dividends, cash, instruments and other property from time to time received, receivable
or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other
Proceeds received in respect of, the securities referred to in clauses (a) and (b) above; (d)
subject to Section 2.05, all rights and privileges of such Grantor with respect to the securities
and other property referred to in clauses (a), (b), and (c) above; and (e) all Proceeds of any of
the foregoing to the extent such Proceeds would constitute property referred to in clauses (a)
through (e) above (the items referred to in clauses (a) through (e) above being collectively
referred to as the “Pledged Collateral”); provided that none of “Pledged
Collateral,” “Pledged Equity Interests”, “Pledged Debt Securities” or any term defined by reference
thereto shall include, and this Agreement shall not constitute the assignment or pledge of, or a
grant of a security interest in, any Excluded Asset.



          SECTION 2.02. Delivery of the Pledged Collateral.



          (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any
and all Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities owned
by such Grantor on the date hereof, and (ii) promptly (and in any event within 30 days after
receipt by such Grantor or such longer period agreed to by the Administrative Agent in its
reasonable discretion) after the acquisition thereof, in the case of any such Pledged Securities
acquired by such Grantor after the date hereof; provided that the Grantor shall have no
obligation to deliver Pledged Debt Securities in an outstanding principal amount of less than
$2,000,000.



-5-









 





          (b) Upon delivery to the Administrative Agent, (i) any certificate or promissory note
representing Pledged Securities shall be accompanied by undated stock or note powers, as
applicable, duly executed in blank or other undated instruments of transfer duly executed in blank
and reasonably satisfactory to the Administrative Agent and by such other instruments and documents
as the Administrative Agent may reasonably request and (ii) all other property comprising part of
the Pledged Collateral shall be accompanied by undated proper instruments of assignment duly
executed in blank by the applicable Grantor and such other instruments and documents as the
Administrative Agent may reasonably request. Each delivery of Pledged Securities shall be
accompanied by a schedule describing such Pledged Securities, which schedule shall be deemed
attached to, and shall supplement, Schedule II hereto and be made a part hereof; provided
that failure to provide any such schedule hereto shall not affect the validity of such pledge of
such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so
delivered.



          SECTION 2.03. Representations, Warranties and Covenants. The Grantors jointly and
severally represent, warrant and covenant to and with the Administrative Agent, for the benefit of
the Secured Parties, that:




     (a) as of the Effective Date, Schedule II hereto sets forth a true and complete list,
with respect to each Grantor, of (i) all the Equity Interests owned by such Grantor in the
Borrower, any Intermediate Parent or any Subsidiary (other than any Effective Date
Unrestricted Subsidiary) and the percentage of the issued and outstanding units of each
class of the Equity Interests of the issuer thereof represented by the Pledged Equity
Interests owned by such Grantor and (ii) all the Pledged Debt Securities owned by such
Grantor;




     (b) the Pledged Equity Interests and the Pledged Debt Securities have been duly and
validly authorized and issued by the issuers thereof and (i) in the case of Pledged Equity
Interests, are fully paid and nonassessable and (ii) in the case of Pledged Debt
Securities, are legal, valid and binding obligations of the issuers thereof, except to the
extent that enforceability of such obligations may be limited by applicable bankruptcy,
insolvency, and other similar laws affecting creditor’s rights generally; provided that the
foregoing representations, insofar as they relate to the Pledged Debt Securities issued by
a Person other than Holdings, any Intermediate Parent, the Borrower or any Subsidiary, are
made to the knowledge of the Grantors;




     (c) except for the security interests granted hereunder and under any other Loan
Documents, each of the Grantors (i) is and, subject to any transfers made in compliance
with the Credit Agreement, will continue to be the direct owner, beneficially and of
record, of the Pledged Securities indicated on Schedule II hereto as owned by such Grantor,
(ii) holds the same free and clear of all Liens, other than Liens permitted pursuant to
Section 6.02 of the Credit Agreement, (iii) will make no further assignment, pledge,
hypothecation or transfer of, or create or permit to exist any security interest in or
other Lien on, the Pledged Collateral, other than Liens permitted pursuant to Section 6.02
of the Credit Agreement and transfers made in compliance with the Credit Agreement, and
(iv) will use commercially reasonable efforts to defend its title or interest thereto or
therein against any and all Liens (other than the Liens created by this Agreement and the
other Loan Documents and Liens permitted pursuant to Section 6.02 of the Credit Agreement),
however arising, of all Persons whomsoever;



-6-









 






     (d) except for restrictions and limitations imposed by the Loan Documents or
securities laws generally, the Pledged Equity Interests are and will continue to be freely
transferable and assignable;




     (e) each of the Grantors has the power and authority to pledge the Pledged Collateral
pledged by it hereunder in the manner hereby done or contemplated;




     (f) by virtue of the execution and delivery by the Grantors of this Agreement, when
any Pledged Securities are delivered to the Administrative Agent in accordance with this
Agreement, the Administrative Agent will obtain a legal, valid and perfected lien upon and
security interest in such Pledged Securities, free of any adverse claims, under the New
York UCC to the extent such lien and security interest may be created and perfected under
the New York UCC, as security for the payment and performance of the Secured Obligations;
and




     (g) subject to the terms of this Agreement and to the extent permitted by applicable
law, each Grantor hereby agrees that upon the occurrence and during the continuance of an
Event of Default, it will comply with instructions of the Administrative Agent with respect
to the Equity Interests in such Grantor that constitute Pledged Equity hereunder that are
not certificated without further consent by the applicable owner or holder of such Equity
Interests.



          SECTION 2.04. Registration in Nominee Name; Denominations. If an Event of Default
shall have occurred and is continuing and the Administrative Agent shall have notified the Grantors
of its intent to exercise such rights, the Administrative Agent, on behalf of the Secured Parties,
shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the
name of the applicable Grantor, endorsed or assigned in blank or in favor of the Administrative
Agent or in its own name as pledgee or in the name of its nominee (as pledgee or as sub-agent), and
each Grantor will promptly give to the Administrative Agent copies of any notices or other
communications received by it with respect to Pledged Securities registered in the name of such
Grantor. Upon the occurrence and during the continuance of an Event of Default, the Administrative
Agent shall at all times have the right to exchange the certificates representing Pledged
Securities for certificates of smaller or larger denominations for any reasonable purpose
consistent with this Agreement.



          SECTION 2.05. Voting Rights; Dividends and Interest. Unless and until an Event of
Default shall have occurred and is continuing and the Administrative Agent shall have notified the
Grantors that their rights under this Section 2.05 are being suspended:




     (i) each Grantor shall be entitled to exercise any and all voting and/or other
consensual rights and powers inuring to an owner of Pledged Securities or any part thereof
for any purpose consistent with the terms of this Agreement, the Credit Agreement and the
other Loan Documents;




     (ii) the Administrative Agent shall promptly execute and deliver to each Grantor, or
cause to be promptly executed and delivered to such Grantor, all such proxies, powers of
attorney and other instruments as such Grantor may reasonably request for the purpose of
enabling such Grantor to exercise the voting and/or consensual rights and powers it is
entitled to exercise pursuant to paragraph (a)(i) of this Section;




     (iii) each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the
Pledged Securities



-7-









 






to the extent and only to the extent that such dividends, interest, principal and
other distributions are permitted by, and are otherwise paid or distributed in accordance
with, the terms and conditions of the Credit Agreement, the other Loan Documents and
applicable laws; provided that any noncash dividends, interest, principal or other
distributions that would constitute Pledged Equity Interests or Pledged Debt Securities,
whether resulting from a subdivision, combination or reclassification of the outstanding
Equity Interests in the issuer of any Pledged Securities or received in exchange for
Pledged Securities or any part thereof, or in redemption thereof, or as a result of any
merger, consolidation, acquisition or other exchange of assets to which such issuer may be
a party or otherwise, shall be and become part of the Pledged Collateral and, if received
by any Grantor, shall be held in trust for the benefit of the Administrative Agent and the
other Secured Parties and shall be forthwith delivered to the Administrative Agent in the
same form as so received (with any necessary endorsements, stock or note powers and other
instruments of transfer reasonably requested by the Administrative Agent).



          (b) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under
paragraph (a)(iii) of this Section 2.05, all rights of any Grantor to dividends, interest,
principal or other distributions that such Grantor is authorized to receive pursuant to paragraph
(a)(iii) of this Section 2.05 shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall have the sole and exclusive right and authority to receive and
retain such dividends, interest, principal or other distributions. All dividends, interest,
principal or other distributions received by any Grantor contrary to the provisions of this Section
2.05 shall be held in trust for the benefit of the Administrative Agent and the other Secured
Parties shall be segregated from other property or funds of such Grantor and shall be forthwith
delivered to the Administrative Agent upon demand in the same form as so received (with any
necessary endorsements, stock or note powers and other instruments of transfer reasonably requested
by the Administrative Agent). Any and all money and other property paid over to or received by the
Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the
Administrative Agent in an account to be established by the Administrative Agent upon receipt of
such money or other property and shall be applied in accordance with the provisions of Section
4.02. After all Events of Default have been cured or waived and the Borrower has delivered to the
Administrative Agent a certificate of a Responsible Officer of the Borrower to that effect, the
Administrative Agent shall promptly repay to each Grantor (without interest) all dividends,
interest, principal or other distributions that such Grantor would otherwise be permitted to retain
pursuant to the terms of paragraph (a)(iii) of this Section 2.05 and that remain in such account
and the right of the Grantors to receive and retain any and all dividends, interest principal and
other distributions paid on or distributed in respect of the Pledged Securities pursuant to
paragraph (a)(iii) of this Section 2.05 shall be reinstated.



          (c) Upon the occurrence and during the continuance of an Event of Default, after the
Administrative Agent shall have notified the Grantors of the suspension of their rights under
paragraph (a)(i) of this Section 2.05, all rights of any Grantor to exercise the voting and
consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i) of this
Section 2.05, and the obligations of the Administrative Agent under paragraph (a)(ii) of this
Section 2.05, shall cease, and all such rights shall thereupon become vested in the Administrative
Agent, which shall have the sole and exclusive right and authority to exercise such voting and
consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the
Administrative Agent shall have the right from time to time following and during the continuance of
an Event of Default to permit the Grantors to exercise such rights. After all Events of Default
have been cured or waived and the Borrower has delivered to the Administrative Agent a certificate
of a Responsible Officer of the Borrower to that



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effect, all rights vested in the Administrative Agent pursuant to this paragraph (c) shall cease, and
the Grantors shall have the exclusive right to exercise the voting and consensual rights and powers
they would otherwise be entitled to exercise pursuant to paragraph (a)(i) of this Section 2.05, and
the obligations of the Administrative Agent under paragraph (a)(ii) of this Section 2.05 shall be
reinstated.




          (d) Any notice given by the Administrative Agent to the Grantors suspending their rights under
paragraph (a) of this Section 2.05 (i) may be given by telephone if promptly confirmed in writing,
(ii) may be given with respect to one or more of the Grantors at the same or different times and
(iii) may suspend the rights of the Grantors under paragraph (a)(i) or paragraph (a)(iii) in part
without suspending all such rights (as specified by the Administrative Agent in its sole and
absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s rights
to give additional notices from time to time suspending other rights so long as an Event of Default
has occurred and is continuing.



ARTICLE III




Security Interests in Personal Property



          SECTION 3.01. Security Interest.



          (a) As security for the payment or performance, as the case may be, in full of the Secured
Obligations, each Grantor hereby grants to the Administrative Agent, its successors and assigns,
for the benefit of the Secured Parties, a security interest (the “Security Interest”) in
all of such Grantor’s right, title and interest in, to and under any and all of the following
assets now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has
or at any time in the future may acquire any right, title or interest (collectively, the
“Article 9 Collateral”):




     (i) all Accounts;




     (ii) all Chattel Paper;




     (iii) all Documents;




     (iv) all Equipment;




     (v) all General Intangibles, including all Intellectual Property;




     (vi) all Instruments;




     (vii) all Inventory;




     (viii) all other Goods;




     (ix) all Investment Property;




     (x) all Letter-of-Credit Rights;




     (xi) all Commercial Tort Claims specifically described on Schedule IV hereto, as such
schedule may be supplemented from time to time pursuant to Section 3.04;



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     (xii) all books and records pertaining to the Article 9 Collateral; and




     (xiii) to the extent not otherwise included, all Proceeds and products of any and all
of the foregoing and all Supporting Obligations, collateral security and guarantees given
by any Person with respect to any of the foregoing;


provided that none of “Article 9 Collateral”, any other term defined in the preceding
paragraph or any term defined by reference to the UCC shall include, and in no event shall the
Security Interest attach to, any Excluded Asset; provided further that Proceeds,
substitutions or replacements of Excluded Assets shall not be subject to the preceding proviso
unless such Proceeds, substitutions or replacements would themselves constitute Excluded Assets.




          (b) Each Grantor hereby irrevocably authorizes the Administrative Agent for the benefit of the
Secured Parties at any time and from time to time to file in any relevant jurisdiction any
financing statements (including fixture filings) with respect to the Article 9 Collateral or any
part thereof and amendments thereto that (i) describe the collateral covered thereby in any manner
that the Administrative Agent reasonably determines is necessary or advisable to ensure the
perfection of the security interest in the Article 9 Collateral granted under this Agreement,
including indicating the Collateral as “all assets” of such Grantor or words of similar effect, and
(ii) contain the information required by Article 9 of the UCC or the analogous legislation of each
applicable jurisdiction for the filing of any financing statement or amendment, including (A)
whether such Grantor is an organization, the type of organization and any organizational
identification number issued to such Grantor and (B) in the case of a financing statement filed as
a fixture filing, a sufficient description of the real property to which such Article 9 Collateral
relates. Each Grantor agrees to provide such information to the Administrative Agent promptly upon
request.



          Each Grantor also ratifies its authorization for the Administrative Agent to file in any
relevant jurisdiction any initial financing statements or amendments thereto with respect to the
Article 9 Collateral or any part thereof naming any Grantor as debtor or the Grantors as debtors
and the Administrative Agent as secured party, if filed prior to the date hereof.



          The Administrative Agent is further authorized to file with the United States Patent and
Trademark Office or United States Copyright Office (or any successor office) such documents as may
be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing,
enforcing or protecting the Security Interest in Article 9 Collateral consisting of Patents,
Trademarks or Copyrights granted by each Grantor and naming any Grantor or the Grantors as debtors
and the Administrative Agent as secured party.



          (c) The Security Interest and the security interest granted pursuant to Article II are granted
as security only and shall not subject the Administrative Agent or any other Secured Party to, or
in any way alter or modify, any obligation or liability of any Grantor with respect to or arising
out of the Collateral.



          SECTION 3.02. Representations and Warranties. The Grantors jointly and severally
represent and warrant to the Administrative Agent, for the benefit of the Secured Parties, that:



          (a) Each Grantor has good and valid rights in and title to the Article 9 Collateral with
respect to which it has purported to grant a Security Interest hereunder, except for minor defects
in title that do not interfere with its ability to conduct its business as currently conducted or
as pro-



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posed to be conducted or to utilize such properties for their intended purposes, in each case
except where the failure to do so could not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, and has full power and authority to grant to the
Administrative Agent, for the benefit of the Secured Parties, the Security Interest in such Article
9 Collateral pursuant hereto and to execute, deliver and perform its obligations in accordance with
the terms of this Agreement, without the consent or approval of any other Person other than any
consent or approval that has been obtained and except to the extent that failure to obtain or make
such consent or approval, as the case may be, individually or in aggregate, could not reasonably be
expected to have a Material Adverse Effect.




          (b) The Perfection Certificate has been duly prepared, completed and executed and the
information set forth therein, including the exact legal name and jurisdiction of organization of
each Grantor, is correct and complete in all material respects as of the Effective Date. The
Uniform Commercial Code financing statements or other appropriate filings, recordings or
registrations prepared by the Administrative Agent based upon the information provided to the
Administrative Agent in the Perfection Certificate for filing in each governmental, municipal or
other office specified in Schedule 2 to the Perfection Certificate (or specified by notice from the
Borrower to the Administrative Agent after the Effective Date in the case of filings, recordings or
registrations required by Section 5.03, 5.11 or 5.12 of the Credit Agreement), are all the filings,
recordings and registrations (other than filings required to be made in the United States Patent
and Trademark Office and the United States Copyright Office in order to perfect the Security
Interest in Article 9 Collateral consisting of United States Patents, Trademarks and Copyrights)
that are necessary to establish a legal, valid and perfected security interest in favor of the
Administrative Agent, for the benefit of the Secured Parties, in respect of all Article 9
Collateral in which the Security Interest may be perfected by such filing, recording or
registration in the United States, and no further or subsequent filing, refiling, recording,
rerecording, registration or reregistration is necessary, except as provided under applicable law
with respect to the filing of continuation statements (other than such actions as are necessary to
perfect the Security Interest with respect to any Article 9 Collateral consisting of registered or
applied for Patents, Trademarks and Copyrights acquired or developed by a Grantor after the date
hereof). The Grantors represent and warrant that a fully executed Patent Security Agreement,
Trademark Security Agreement and Copyright Security Agreement, in each case containing a
description of the Article 9 Collateral consisting of United States registered Patents, United
States registered Trademarks and United States registered Copyrights (and applications for United
States registered Patents and United States registered Trademarks), as applicable, and executed by
each Grantor owning any such Article 9 Collateral, have been delivered to the Administrative Agent
for recording with the United States Patent and Trademark Office or the United States Copyright
Office pursuant to 35 U.S.C. § 261, 15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations
thereunder, as applicable, and otherwise as may be required pursuant to the laws of any other
necessary jurisdiction, to protect the validity of and to establish a legal, valid and perfected
security interest in favor of the Administrative Agent, for the benefit of the Secured Parties, in
respect of all Article 9 Collateral consisting of Patents, Trademarks and Copyrights in which a
security interest may be perfected by such filing, recording or registration in the United States,
and no further or subsequent filing, refiling, recording, rerecording, registration or
reregistration is necessary (other than such actions as are necessary to perfect the Security
Interest with respect to any Article 9 Collateral consisting of registered or applied for Patents,
Trademarks and Copyrights acquired or developed by a Grantor after the date hereof).



          (c) The Security Interest constitutes (i) a legal and valid security interest in all the
Article 9 Collateral securing the payment and performance of the Secured Obligations, (ii) a
perfected security interest in all Article 9 Collateral in which a security interest may be
perfected by the filings described in paragraph (b) of this Section 3.02. The Security Interest is
and shall be prior to any other



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Lien on any of the Article 9 Collateral, other than Liens permitted pursuant to Section 6.02 of
the Credit Agreement.




          (d) The Article 9 Collateral is owned by the Grantors free and clear of any Lien, except for
Liens expressly permitted pursuant to Section 6.02 of the Credit Agreement. None of the Grantors
has filed or consented to the filing of (i) any financing statement or analogous document under the
Uniform Commercial Code or any other applicable laws covering any Article 9 Collateral or (ii) any
assignment in which any Grantor assigns any Article 9 Collateral or any security agreement or
similar instrument covering any Article 9 Collateral with the United States Patent and Trademark
Office or the United States Copyright Office, except, in each case, for Liens expressly permitted
pursuant to Section 6.02 of the Credit Agreement.



          SECTION 3.03. Covenants.



          (a) Each Grantor shall, at its own expense, take any and all commercially reasonable actions
to defend the Security Interest of the Administrative Agent in the Article 9 Collateral and the
priority thereof against any Lien not permitted pursuant to Section 6.02 of the Credit Agreement.



          (b) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be
duly filed all such further instruments and documents and take all such actions as the
Administrative Agent may from time to time reasonably request to preserve, protect and perfect the
Security Interest and the rights and remedies created hereby, including the payment of any fees and
Taxes required in connection with the execution and delivery of this Agreement, the granting of the
Security Interest and the filing of any financing statements (including fixture filings) or other
documents in connection herewith or therewith. Without limiting the generality of the foregoing,
each Grantor hereby authorizes the Administrative Agent, with prompt written notice thereof to the
Grantors, to supplement this Agreement by supplementing Schedule III hereto or adding additional
schedules hereto to identify specifically any asset or item that may constitute an application or
registration for any Copyright, Patent or Trademark; provided that any Grantor shall have
the right, exercisable within 30 days (or such longer period as shall be agreed by the Borrower and
the Administrative Agent) after it has been notified in writing by the Administrative Agent of the
specific identification of such Collateral, to advise the Administrative Agent in writing of any
inaccuracy (i) with respect to such supplement or additional schedule or (ii) of the
representations and warranties made by such Grantor hereunder with respect to such Collateral. Each
Grantor agrees that, at the reasonable request of the Administrative Agent, it will use
commercially reasonable efforts to take such action as shall be reasonably necessary in order that
all representations and warranties hereunder shall be true and correct with respect to such
Collateral within 60 days (or such longer period as shall be agreed by the Borrower and the
Administrative Agent) after the date it has been notified in writing by the Administrative Agent of
the specific identification of such Collateral.



          (c) At its option, the Administrative Agent may discharge past due taxes, assessments,
charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the
Article 9 Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may
pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor
fails to do so as required by the Credit Agreement, this Agreement or any other Loan Document and
within a reasonable period of time after the Administrative Agent has requested that it do so, and
each Grantor jointly and severally agrees to reimburse the Administrative Agent, within 10 Business
Days after demand, for any reasonable payment made or any reasonable expense incurred by the
Administrative Agent pursuant to the foregoing authorization; provided that nothing in this
paragraph shall be



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interpreted as excusing any Grantor from the performance of, or imposing any obligation on the
Administrative Agent or any Secured Party to cure or perform, any covenants or other promises of
any Grantor with respect to taxes, assessments, charges, fees, Liens, security interests or other
encumbrances and maintenance as set forth herein or in the other Loan Documents.




          (d) Each Grantor shall remain liable, as between such Grantor and the relevant counterparty
under each contract, agreement or instrument relating to the Article 9 Collateral, to observe and
perform all the conditions and obligations to be observed and performed by it under such contract,
agreement or instrument, all in accordance with the terms and conditions thereof, and each Grantor
jointly and severally agrees to indemnify and hold harmless the Administrative Agent and the other
Secured Parties from and against any and all liability for such performance.



          (e) It is understood that no Grantor shall be required by this Agreement to perfect the
security interests created hereunder by any means other than (i) filings pursuant to the Uniform
Commercial Code, (ii) filings with the United States Patent and Trademark Office or United States
Copyright Office (or any successor office) in respect of registered Intellectual Property
(provided that, with respect to Licenses, such filings shall be limited to exclusive
Copyright Licenses under which such Grantor is a licensee), (iii) in the case of Collateral that
constitutes Pledged Securities, Instruments, or Certificated Securities, delivery thereof to the
Administrative Agent in accordance with the terms hereof (together with, where applicable, undated
stock or note powers or other undated proper instruments of assignment) and (iv) other actions to
the extent required by Section 3.04 hereunder. No Grantor shall be required to (i) complete any
filings or other action with respect to the perfection of the security interests created hereby in
any jurisdiction outside of the United States (it being understood that unless otherwise agreed to
by the Borrower there shall not be required to be any Security Documents governed under the laws of
any jurisdiction outside of the United States), (ii) deliver control agreements with respect to, or
confer perfection by “control” over, any Deposit Accounts, Securities Accounts, Letter-of-Credit
Rights or other assets requiring perfection by control (other than Pledged Securities, Instruments
and Certificated Securities as provided herein) or (iii) perfect cash by possession.



          (f) Each Grantor irrevocably makes, constitutes and appoints the Administrative Agent (and all
officers, employees or agents designated by the Administrative Agent) as such Grantor’s true and
lawful agent (and attorney-in-fact) for the purpose of making, settling and adjusting claims in
respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on
any check, draft, instrument or other item of payment for the proceeds of such policies of
insurance and for making all determinations and decisions with respect thereto; provided
that the Administrative Agent agrees not to exercise any rights as agent except following the
occurrence and during the continuance of an Event of Default after providing notice to the Borrower
of its intent to exercise such rights. In the event that any Grantor at any time or times shall
fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium
in whole or part relating thereto, the Administrative Agent may, without waiving or releasing any
obligation or liability of the Grantors hereunder or any Default or Event of Default, in its sole
discretion, obtain and maintain such policies of insurance and pay such premium and take any other
actions with respect thereto as the Administrative Agent reasonably deems advisable. All sums
disbursed by the Administrative Agent in connection with this paragraph, including reasonable
out-of-pocket attorneys’ fees, court costs, expenses and other charges relating thereto, shall be
payable, within 10 Business Days of demand, by the Grantors to the Administrative Agent and shall
be additional Secured Obligations secured hereby.



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          SECTION 3.04. Commercial Tort Claims. If any Grantor shall at any time hold or acquire
a Commercial Tort Claim, such Grantor shall promptly notify the Administrative Agent thereof in a
writing signed by such Grantor, including a summary description of such claim, and Schedule IV
hereto shall be deemed to be supplemented to include such description of such Commercial Tort Claim
as set forth in such writing.



          SECTION 3.05. Covenants Regarding Patent, Trademark and Copyright Collateral.



          (a) Except as permitted by the Credit Agreement or to the extent failure so to act could not
reasonably be expected to have a Material Adverse Effect of the type referred to in clause (a) or
(b) of the definition of such term in the Credit Agreement, with respect to registration or pending
application of each item of its Intellectual Property for which such Grantor has standing to do so,
each Grantor agrees (i) to maintain the validity and enforceability of any registered Intellectual
Property (or applications therefor) and to maintain such registrations and applications of
Intellectual Property in full force and effect and (ii) to pursue the registration and maintenance
of each Patent, Trademark or Copyright registration or application, now or hereafter included in
the Intellectual Property of such Grantor, including the payment of required fees and taxes, the
filing of responses to office actions issued by the U.S. Patent and Trademark Office, the U.S.
Copyright Office or other governmental authorities, the filing of applications for renewal or
extension, the filing of affidavits under Sections 8 and 15 of the U.S. Trademark Act, the filing
of divisional, continuation, continuation-in-part, reissue and renewal applications or extensions,
the payment of maintenance fees and the participation in interference, reexamination, opposition,
cancellation, infringement and misappropriation proceedings.



          (b) Except as permitted by the Credit Agreement or as could not reasonably be expected to have
a Material Adverse Effect of the type referred to in clause (a) or (b) of the definition of such
term in the Credit Agreement, no Grantor shall do or permit any act or knowingly omit to do any act
whereby any of its Intellectual Property may lapse, be terminated, or become invalid or
unenforceable or placed in the public domain (or in case of a trade secret, lose its competitive
value).



          (c) Except as permitted by the Credit Agreement or where failure to do so could not reasonably
be expected to have a Material Adverse Effect of the type referred to in clause (a) or (b) of the
definition of such term in the Credit Agreement, each Grantor shall take all steps to preserve and
protect each item of its Intellectual Property, including maintaining the quality of any and all
products or services used or provided in connection with any of the Trademarks, consistent with the
quality of the products and services as of the date hereof, and taking all steps necessary to
ensure that all licensed users of any of the Trademarks abide by the applicable license’s terms
with respect to the standards of quality.



          (d) Each Grantor agrees that, should it obtain an ownership or other interest in any
Intellectual Property after the Effective Date, (i) the provisions of this Agreement shall
automatically apply thereto and (ii) any such Intellectual Property and, in the case of Trademarks,
the goodwill symbolized thereby, shall automatically become Intellectual Property subject to the
terms and conditions of this Agreement.



          (e) Nothing in this Agreement shall prevent any Grantor from disposing of, discontinuing the
use or maintenance of, failing to pursue or otherwise allowing to lapse, terminate or put into the
public domain any of its Intellectual Property to the extent permitted by the Credit Agreement.



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ARTICLE IV




Remedies



          SECTION 4.01. Remedies upon Default. Upon the occurrence and during the continuance of
an Event of Default, each Grantor agrees to deliver, on demand, each item of Collateral to the
Administrative Agent or any Person designated by the Administrative Agent, and it is agreed that
the Administrative Agent shall have the right to take any of or all the following actions at the
same or different times subject to the mandatory requirements of applicable law: (a) with respect
to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security
Interest to become an assignment, transfer and conveyance of any of or all such Article 9
Collateral by the applicable Grantors to the Administrative Agent, for the benefit of the Secured
Parties, or to license or sublicense, whether on an exclusive or nonexclusive basis, any such
Article 9 Collateral throughout the world on such terms and conditions and in such manner as the
Administrative Agent shall determine (in each case, other than in violation of any then-existing
rights or licensing arrangements to the extent that waivers cannot be obtained), and (b) with or
without legal process and with or without prior notice or demand for performance, to take
possession of the Article 9 Collateral and the Pledged Collateral and without liability for
trespass to enter any premises where the Article 9 Collateral or the Pledged Collateral may be
located for the purpose of taking possession of or removing the Article 9 Collateral and the
Pledged Collateral and, generally, to exercise any and all rights afforded to a secured party under
the Uniform Commercial Code or other applicable law. Without limiting the generality of the
foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the
mandatory requirements of applicable law, then-existing rights and licenses and the notice
requirements described below, to sell or otherwise dispose of all or any part of the Collateral at
a public or private sale or at any broker’s board or on any securities exchange, for cash, upon
credit or for future delivery as the Administrative Agent shall deem appropriate. The
Administrative Agent shall be authorized at any such sale of securities (if it deems it advisable
to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree
that they are purchasing the Collateral for their own account for investment and not with a view to
the distribution or sale thereof, and upon consummation of any such sale the Administrative Agent
shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the
Collateral so sold. Each such purchaser at any sale of Collateral shall hold the property sold
absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives
(to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now
has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted.



          The Administrative Agent shall give the applicable Grantors no less than 10 days’ written
notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the
New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to
make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and
place for such sale and, in the case of a sale at a broker’s board or on a securities exchange,
shall state the board or exchange at which such sale is to be made and the day on which the
Collateral or portion thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours and at such place or
places as the Administrative Agent may fix and state in the notice (if any) of such sale. Subject
to pre-existing rights and licenses, at any such sale, the Collateral, or portion thereof, to be
sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may
(in its commercially reasonable discretion) determine. The Administrative Agent shall not be
obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the
fact that notice of sale of such Collateral shall have been given. The



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Administrative Agent may, without notice or publication, adjourn any public or private sale or cause
the same to be adjourned from time to time by announcement at the time and place fixed for sale,
and such sale may, without further notice, be made at the time and place to which the same was so
adjourned. In case any sale of all or any part of the Collateral is made on credit or for future
delivery, the Collateral so sold may be retained by the Administrative Agent until the sale price
is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured
Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take
up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold
again upon like notice. At any public (or, to the extent permitted by law, private) sale made
pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent
permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all said rights being also hereby waived and released to the extent permitted by law), the
Collateral or any part thereof offered for sale and may make payment on account thereof by using
any claim then due and payable to such Secured Party from any Grantor as a credit against the
purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain
and dispose of such property without further accountability to any Grantor therefor. For purposes
hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a
sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such
agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof
subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered
into such an agreement all Events of Default shall have been remedied and the Secured Obligations
paid in full. As an alternative to exercising the power of sale herein conferred upon it, the
Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement
and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or
courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any
sale pursuant to the provisions of this Section 4.01 shall be deemed, to the extent permitted by
applicable law, to conform to the commercially reasonable standards as provided in Section 9-610(b)
of the New York UCC or its equivalent in other jurisdictions.




          SECTION 4.02. Application of Proceeds. The Administrative Agent shall apply the
proceeds of any collection or sale of Collateral, including any Collateral consisting of cash, as
follows:




     FIRST, to the payment of all costs and expenses incurred by the Administrative Agent
in connection with such collection or sale or otherwise in connection with this Agreement,
any other Loan Document or any of the Secured Obligations, including all court costs and
the fees and expenses of its agents and legal counsel, the repayment of all advances made
by the Administrative Agent hereunder or under any other Loan Document on behalf of any
Grantor and any other costs or expenses incurred in connection with the exercise of any
right or remedy hereunder or under any other Loan Document;




     SECOND, to the payment in full of the Secured Obligations (the amounts so applied to
be distributed among the Secured Parties pro rata in accordance with the amounts of the
Secured Obligations owed to them on the date of any such distribution); and




     THIRD, to the Grantors, their successors or assigns, or as a court of competent
jurisdiction may otherwise direct.


The Administrative Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the







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Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial
proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a
sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or
purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way for the misapplication
thereof. The Administrative Agent shall have no liability to any of the Secured Parties for actions
taken in reliance on information supplied to it as to the amounts of unpaid principal and interest
and other amounts outstanding with respect to the Secured Obligations.




          SECTION 4.03. Grant of License to Use Intellectual Property. For the purpose of
enabling the Administrative Agent to exercise rights and remedies under this Agreement, each
Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event
of Default, grant to the Administrative Agent an irrevocable, non-exclusive license (exercisable
without payment of royalty or other compensation to the Grantors) to use, license or sublicense any
of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such
Grantor, and wherever the same may be located, and including in such license reasonable access to
all media in which any of the licensed items may be recorded or stored and to all computer software
and programs used for the compilation or printout thereof to the extent that such non-exclusive
license (a) does not violate the express terms of any agreement between a Grantor and a third party
governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or
gives such third party any right of acceleration, modification or cancellation therein and (b) is
not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with
respect to Trademarks shall be subject to the maintenance of quality standards with respect to the
goods and services on which such Trademarks are used sufficient to preserve the validity of such
Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of
the Administrative Agent, during the continuation of an Event of Default; provided
further that any license, sublicense or other transaction entered into by the
Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any
subsequent cure of an Event of Default.



          SECTION 4.04. Securities Act. In view of the position of the Grantors in relation to
the Pledged Collateral, or because of other current or future circumstances, a question may arise
under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter
enacted analogous in purpose or effect (such Act and any such similar statute as from time to time
in effect being called the “Federal Securities Laws”) with respect to any disposition of
the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the
Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent
if the Administrative Agent were to attempt to dispose of all or any part of the Pledged
Collateral, and might also limit the extent to which or the manner in which any subsequent
transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal
restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or
part of the Pledged Collateral under applicable blue sky or other state securities laws or similar
laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and
limitations the Administrative Agent may, with respect to any sale of the Pledged Collateral, limit
the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for
their own account, for investment and not with a view to the distribution or resale thereof. Each
Grantor acknowledges and agrees that in light of such restrictions and limitations, the
Administrative Agent, in its sole and absolute discretion, (a) may proceed to make such a sale
whether or not a registration statement for the purpose of registering such Pledged Collateral or
part thereof shall have been filed under the Federal Securities Laws to the extent the
Administrative Agent has determined that such a registration is not required by any Requirement of
Law and (b) may ap-



-17-









 




proach and negotiate with a limited number of potential purchasers (including a single potential
purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might
result in prices and other terms less favorable to the seller than if such sale were a public sale
without such restrictions. In the event of any such sale, the Administrative Agent and the other
Secured Parties shall incur no responsibility or liability for selling all or any part of the
Pledged Collateral at a price that the Administrative Agent, in its sole and absolute discretion,
may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a
substantially higher price might have been realized if the sale were deferred until after
registration as aforesaid or if more than a limited number of purchasers (or a single purchaser)
were approached. The provisions of this Section 4.04 will apply notwithstanding the existence of a
public or private market upon which the quotations or sales prices may exceed substantially the
price at which the Administrative Agent sells.




ARTICLE V




Miscellaneous



          SECTION 5.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the
Credit Agreement. All communications and notices hereunder to any Grantor shall be given to it in
care of Borrower as provided in Section 9.01 of the Credit Agreement.



          SECTION 5.02. Waivers; Amendment.



          (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall operate as a waiver
thereof nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the Administrative
Agent, the Issuing Banks and the Lenders hereunder and under the other Loan Documents are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section
5.02, and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or
issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge
of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any
Loan Party to any other or further notice or demand in similar or other circumstances.



          (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Grantor or Grantors with respect to which such waiver, amendment or modification is to apply,
subject to any consent required in accordance with Section 9.02 of the Credit Agreement;
provided that the Administrative Agent may, without the consent of any Secured Party,
consent to a departure by any Grantor from any covenant of such Grantor set forth herein to the
extent such departure is consistent with the authority of the Administrative Agent set forth in the
definition of the term “Collateral and Guarantee Requirement” in the Credit Agreement.



          SECTION 5.03. Administrative Agent’s Fees and Expenses; Indemnification.



-18-









 





          (a) Each Grantor, jointly with the other Grantors and severally, agrees to reimburse the
Administrative Agent for its fees and expenses incurred hereunder as provided in Section 9.03(a) of
the Credit Agreement; provided that each reference therein to the “Borrower” shall be
deemed to be a reference to “each Grantor.”



          (b) Without limitation of its indemnification obligations under the other Loan Documents, each
Grantor, jointly with the other Grantors and severally, agrees to indemnify the Administrative
Agent and the other Indemnitees against, and hold each Indemnitee harmless from, any and all
losses, claims, damages, liabilities and reasonable and documented or invoiced out-of-pocket fees
and expenses of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee by
any third party or by the Borrower, Holdings or any Subsidiary arising out of, in connection with,
or as a result of, the execution, delivery or performance of this Agreement or any actual or
prospective claim, litigation, investigation or proceeding relating to any of the foregoing,
whether brought by a third party or by the Borrower, Holdings or any Subsidiary and regardless of
whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages, liabilities, costs or
related expenses (x) resulted from the gross negligence, bad faith or willful misconduct of such
Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment), (y) resulted from a material breach of the Loan Documents by such
Indemnitee or its Related Parties (as determined by a court of competent jurisdiction in a final
and non-appealable judgment) or (z) arise from disputes between or among Indemnitees that do not
involve an act or omission by Holdings, the Borrower or any Restricted Subsidiary.



          (c) To the fullest extent permitted by applicable law, no Grantor shall assert, and each
Grantor hereby waives, any claim against any Indemnitee (i) for any direct or actual damages
arising from the use by unintended recipients of information or other materials distributed to such
unintended recipients by such Indemnitee through telecommunications, electronic or other
information transmission systems (including the Internet) in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or thereby; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such actual or direct
damages are determined by a court of competent jurisdiction in a final and non-appealable judgment
to have resulted from the gross negligence, bad faith or willful misconduct of, or a material
breach of the Loan Documents by such Indemnitee or its Related Parties (as determined by a court of
competent jurisdiction in a final and non-appealable judgment) or (ii) on any theory of liability,
for special, indirect, consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any Loan Document or any
agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of
Credit or the use of the proceeds thereof.



          (d) The provisions of this Section 5.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or any other Loan Document, the consummation of the
transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the
invalidity or unenforceability of any term or provision of this Agreement or any other Loan
Document, or any investigation made by or on behalf of any Secured Party. All amounts due under
this Section shall be payable not later than 10 Business Days after written demand therefor;
provided, however, any Indemnitee shall promptly refund an indemnification payment
received hereunder to the extent that there is a final judicial determination that such Indemnitee
was not entitled to indemnification with respect to such payment pursuant to this Section 5.03. Any
such amounts payable as provided hereunder shall be additional Secured Obligations.



-19-









 





          SECTION 5.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Grantor or
the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit
of their respective successors and assigns.



          SECTION 5.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in this Agreement or any other Loan Document and in the
certificates or other instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the Secured Parties and shall
survive the execution and delivery of the Loan Documents and the making of any Loans and issuance
of any Letters of Credit, regardless of any investigation made by or on behalf of any Secured Party
and notwithstanding that the Administrative Agent, any Issuing Bank, any Lender or any other
Secured Party may have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended under the Credit Agreement or any other Loan Document,
and shall continue in full force and effect until such time as (a) all the Loan Document
Obligations (including LC Disbursements, if any, but excluding contingent obligations) have been
paid in full in cash, (b) all Commitments have terminated or expired and (c) the LC Exposure has
been reduced to zero (including as a result of obtaining the consent of the applicable Issuing Bank
as described in Section 9.05 of the Credit Agreement).



          SECTION 5.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original but all of which when taken together shall constitute a single
contract. Delivery of an executed signature page to this Agreement by facsimile or other electronic
transmission shall be effective as delivery of a manually signed counterpart of this Agreement.
This Agreement shall become effective as to any Grantor when a counterpart hereof executed on
behalf of such Grantor shall have been delivered to the Administrative Agent and a counterpart
hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be
binding upon such Grantor and the Administrative Agent and their respective permitted successors
and assigns, and shall inure to the benefit of such Grantor, the Administrative Agent and the other
Secured Parties and their respective successors and assigns, except that no Grantor shall have the
right to assign or transfer its rights or obligations hereunder or any interest herein (and any
such assignment or transfer shall be void) except as expressly provided in this Agreement or the
Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each
Grantor and may be amended, modified, supplemented, waived or released with respect to any Grantor
without the approval of any other Grantor and without affecting the obligations of any other
Grantor hereunder.



          SECTION 5.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



          SECTION 5.08. Right of Set-Off. If an Event of Default under the Credit Agreement
shall have occurred and be continuing, each Lender, the Issuing Banks and each of their respective
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by law, to set off and apply any and all deposits (general or special, time or demand, provisional
or final, in whatever currency) at any time held and other obligations (in whatever currency) at
any time owing




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by such Lender, such Issuing Bank or any such Affiliate to or for the credit or the account of
any Grantor against any of and all the obligations of such Grantor then due and owing under this
Agreement held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or
such Issuing Bank shall have made any demand under this Agreement and although (i) such obligations
may be contingent or unmatured and (ii) such obligations are owed to a branch or office of such
Lender or such Issuing Bank different from the branch or office holding such deposit or obligated
on such Indebtedness. The applicable Lender and Issuing Bank shall notify the applicable Grantor
and the Administrative Agent of such setoff and application; provided that any failure to give or
any delay in giving such notice shall not affect the validity of any such setoff and application
under this Section 5.08. The rights of each Lender, each Issuing Bank and their respective
Affiliates under this Section 5.08 are in addition to other rights and remedies (including other
rights of set-off) that such Lender, such Issuing Bank and their respective Affiliates may have.



          SECTION 5.09. Governing Law; Jurisdiction; Consent to Service of Process; Appointment of
Service of Process Agent.


          (a) This Agreement shall be construed and enforced in accordance with and governed by the laws
of the State of New York.


          (b) Each party hereto hereby irrevocably and unconditionally:




     (i) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the general jurisdiction of the Supreme
Court of the State of New York for the County of New York (the “New York Supreme
Court”), and the United States District Court for the Southern District of New York
(the “Federal District Court,” and together with the New York Supreme Court, the
“New York Courts”), and appellate courts from either of them;




     (ii) consents that any such action or proceeding may be brought in such courts and
waives, to the maximum extent not prohibited by law, any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum and agrees not to plead or claim
the same;




     (iii) agrees that the New York Courts and appellate courts from either of them shall
be the exclusive forum for any legal action or proceeding relating to this Agreement and
the other Loan Documents to which it is a party, and that it shall not initiate (or
collusively assist in the initiation or prosecution of) any such action or proceeding in
any court other than the New York Courts and appellate courts from either of them;
provided that




     (A) if all such New York Courts decline jurisdiction over any Person, or
decline (or in the case of the Federal District Court, lack) jurisdiction over the
subject matter of such action or proceeding, a legal action or proceeding may be
brought with respect thereto in another court having such jurisdiction;




     (B) in the event that a legal action or proceeding is brought against any
party hereto or involving any of its property or assets in another court (without
any collusive assistance by such party or any of its Subsidiaries or
Affiliates), such party



-21-









 






shall be entitled to assert any claim or defense (including any claim or defense
that this Section 5.09(b)(iii) would otherwise require to be asserted in a legal
action or proceeding in a New York Court) in any such action or proceeding;





     (C) the Administrative Agent and the Lenders may bring any legal action or
proceeding against any Grantor in any jurisdiction in connection with the exercise
of any rights under this Agreement and the other Security Documents; provided that
any Grantor shall be entitled to assert any claim or defense (including any claim
or defense that this Section 5.09(b)(iii) would otherwise require to be asserted in
a legal action or proceeding in a New York Court) in any such action or proceeding;
and




     (D) any party hereto may bring any legal action or proceeding in any
jurisdiction for the recognition and enforcement of any judgment;




     (iv) agrees that service of process in any such action or proceeding may be effected
by mailing a copy thereof by registered or certified mail (or any substantially similar
form of mail), postage prepaid, to the Borrower, the applicable Lender or the
Administrative Agent, as the case may be, in the manner provided for notices in Section
5.01 or at such other address of which the Administrative Agent, any such Lender and the
Borrower shall have been notified pursuant thereto; and




     (v) agrees that nothing herein shall affect the right to effect service of process in
any other manner permitted by law or (subject to the preceding clause (iii)) shall limit
the right to sue in any other jurisdiction.


          (c) Each Grantor hereby irrevocably designates, appoints and empowers the Borrower as its
designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and in
respect of its property, service of any and all legal process, summons, notices and documents that
may be served in any such action or proceeding.


          SECTION 5.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION 5.10.


          SECTION 5.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or to be taken into consideration in interpreting, this Agreement.


          SECTION 5.12. Security Interest Absolute. All rights of the Administrative Agent
hereunder, the Security Interest, the grant of a security interest in the Pledged Collateral and
all



-22-









 








obligations of each Grantor hereunder shall be absolute and unconditional to the fullest extent
permitted by applicable law irrespective of (a) any lack of validity or enforceability of the
Credit Agreement, any other Loan Document, any agreement with respect to any of the Secured
Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change
in the time, manner or place of payment of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or any consent to any departure from the Credit
Agreement, any other Loan Document or any other agreement or instrument, (c) any exchange, release
or non-perfection of any Lien on other collateral, or any release or amendment or waiver of or
consent under or departure from any guarantee securing or guaranteeing all or any of the Secured
Obligations or (d) any other circumstance that might otherwise constitute a defense available to,
or a discharge of, any Grantor in respect of the Secured Obligations or this Agreement.



          SECTION 5.13. Termination or Release.


          (a) This Agreement, the Security Interest and all other security interests granted hereby
shall terminate, and the Grantors shall automatically be released from their obligations, when (i)
all the Loan Document Obligations (including all LC Disbursements, if any, but excluding contingent
obligations) have been paid in full in cash, (ii) all Commitments have terminated or expired and
(iii) the LC Exposure has been reduced to zero (including as a result of obtaining the consent of
the applicable Issuing Bank as described in Section 9.05 of the Credit Agreement).


          (b) The Security Interest and all other security interests granted hereby shall also terminate
and be released, and the Grantors shall automatically be released from their obligations, at the
time or times and in the manner set forth in Section 9.15 of the Credit Agreement.


          (c) In connection with any termination or release pursuant to paragraph (a) or (b) of this
Section, the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s
expense, all documents that such Loan Party shall reasonably request to evidence such termination
or release so long as the applicable Loan Party shall have provided the Administrative Agent such
certifications or documents as the Administrative Agent shall reasonably request in order to
demonstrate compliance with this Section 5.13. Any execution and delivery of documents by the
Administrative Agent pursuant to this Section shall be without recourse to or warranty by the
Administrative Agent.


          SECTION 5.14. Additional Grantors. The Grantors shall cause each Intermediate Parent and each
Subsidiary of the Borrower which, from time to time, after the date hereof shall be required to
pledge any assets to the Administrative Agent for the benefit of the Secured Parties pursuant to
the Credit Agreement to (a) execute and deliver to the Administrative Agent a Supplement and (ii) a
Perfection Certificate, in each case, within thirty (30) days of the date on which it was acquired,
created or otherwise required to become a Grantor hereunder. Upon execution and delivery by the
Administrative Agent and an Intermediate Parent or a Subsidiary, as applicable, of a Supplement,
any such Intermediate Parent or Subsidiary shall become a Grantor hereunder with the same force and
effect as if originally named as such herein. The execution and delivery of any such instrument
shall not require the consent of any other Grantor hereunder. The rights and obligations of each
Grantor hereunder shall remain in full force and effect notwithstanding the addition of any
Intermediate Parent or Subsidiary as a party to this Agreement.


          SECTION 5.15. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby
appoints the Administrative Agent the attorney-in-fact of such Grantor for the purpose of 



-23-









 








carrying out the provisions of this Agreement and taking any action and executing any instrument that
the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof at any
time upon the occurrence and during the continuance of an Event of Default, which appointment is
irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the
Administrative Agent shall have the right, but only upon the occurrence and during the continuance
of an Event of Default and notice by the Administrative Agent to the Borrower of its intent to
exercise such rights, with full power of substitution either in the Administrative Agent’s name or
in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral
or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give
discharges and releases of all or any of the Collateral; (c) to sign the name of any Grantor on any
invoice or bill of lading relating to any of the Collateral; (d) to send verifications of Accounts
Receivable to any Account Debtor; (e) to commence and prosecute any and all suits, actions or
proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise
realize on all or any of the Collateral or to enforce any rights in respect of any Collateral; (f)
to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all
or any of the Collateral; (g) to notify, or to require any Grantor to notify, Account Debtors to
make payment directly to the Administrative Agent; and (h) subject to pre-existing rights and
licenses, to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise
deal with all or any of the Collateral, and to do all other acts and things necessary to carry out
the purposes of this Agreement, as fully and completely as though the Administrative Agent were the
absolute owner of the Collateral for all purposes; provided that nothing herein contained shall be
construed as requiring or obligating the Administrative Agent to make any commitment or to make any
inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to
present or file any claim or notice, or to take any action with respect to the Collateral or any
part thereof or the moneys due or to become due in respect thereof or any property covered thereby.
The Administrative Agent and the other Secured Parties shall be accountable only for amounts
actually received as a result of the exercise of the powers granted to them herein, and neither
they nor their officers, directors, employees or agents shall be responsible to any Grantor for any
act or failure to act hereunder, except for their own gross negligence or willful misconduct or
that of any of their Affiliates, directors, officers, employees, counsel, agents or
attorneys-in-fact.




[Signature Pages Follow]



-24-









 




          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	

STERLING PARENT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	

SRA INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	

[OTHER GRANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO COLLATERAL AGREEMENT



 









 





	 	 	 	 	 
	 	CITIBANK, N.A., as
Administrative Agent

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO COLLATERAL AGREEMENT



 









 





Schedule I to the

Collateral Agreement




GRANTORS




	 	 	 
	Name	 	Jurisdiction of Formation
	STERLING PARENT INC.

	 	Delaware
	SRA INTERNATIONAL, INC.

	 	Delaware
	[Others to come]
	 	 






 









 






Schedule II to the

Collateral Agreement




PLEDGED EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	 	 	Number of	 	Class of	 	Percentage
	Grantor	 	Issuer	 	Certificate	 	Equity Interests	 	of Equity Interests
	 
	 	 	 	 	 	 	 	 





PLEDGED DEBT SECURITIES



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Principal	 	 	 	 
	Grantor	 	Issuer	 	Amount	 	Date of Note	 	Maturity Date
	 
	 	 	 	 	 	 	 	 





 









 






Schedule III to the

Collateral Agreement




INTELLECTUAL PROPERTY




U.S. COPYRIGHTS




Copyright Registrations




	 	 	 	 	 	 	 
	Grantor	 	Title	 	Reg. No.	 	Author
	 
	 	 	 	 	 	 





U.S. PATENTS




Patents




	 	 	 	 	 	 	 
	Grantor	 	Title	 	Patent Number	 	Issue Date
	 
	 	 	 	 	 	 





Patent Applications




	 	 	 	 	 	 	 
	Grantor	 	Title	 	Serial Number	 	Filing Date
	 
	 	 	 	 	 	 





U.S. TRADEMARKS




Trademark Registrations




	 	 	 	 	 	 	 
	Grantor	 	Mark	 	Reg. Date	 	Reg. No.
	 
	 	 	 	 	 	 





Trademark Applications





	 	 	 	 	 	 	 
	Grantor
	 	Mark
	 	Appl. Date
	 	Appl. No.





 









 






EXCLUSIVE COPYRIGHT LICENSES




Exclusive Copyright Licenses with Grantors as Licensee on Date Hereof




	 	 	 	 	 	 	 	 	 	 	 
	 	 	Licensee Name	 	 	 	Title of	 	 	 	 
	Licensor	 	and Address	 	Date of License	 	Copyright	 	Author	 	Reg. No.
	 
	 	 	 	 	 	 	 	 	 	 





 









 






Schedule IV to the

Collateral Agreement




COMMERCIAL TORT CLAIMS




 









 








Exhibit I to the

Collateral Agreement



          SUPPLEMENT NO. __ dated as of ______, 20__ (this “Supplement”), to the Collateral Agreement
dated as of July 20, 2011 (the “Collateral Agreement”), among STERLING PARENT INC., a Delaware
corporation (“Holdings), SRA INTERNATIONAL, INC. a Delaware corporation (the “Borrower”), the
other GRANTORS from time to time party thereto and CITIBANK, N.A., as Administrative Agent (in such
capacity, the “Administrative Agent”).


          A. Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, ,
restated, amended and restated, supplemented, extended, refinanced or otherwise modified from time
to time, the “Credit Agreement”), among Holdings, Sterling Merger Inc. (the rights and obligations
of which have been assumed by the Borrower), the Lenders party thereto and the Administrative Agent
and (b) the Collateral Agreement.


          B. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement and the Collateral Agreement, as applicable.


          C. The Grantors have entered into the Collateral Agreement in order to induce the Lenders to
make Loans and the Issuing Banks to issue Letters of Credit. Section 5.14 of the Collateral
Agreement provides that [additional] [Intermediate Parents] [Subsidiaries] may become Grantors
under the Collateral Agreement by execution and delivery of an instrument in the form of this
Supplement. The undersigned [Intermediate Parent] [Subsidiary] (the “New Grantor”) is executing
this Supplement in accordance with the requirements of the Credit Agreement to become a Grantor
under the Collateral Agreement in order to induce the Lenders to make additional Loans and the
Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made
and Letters of Credit previously issued.


          Accordingly, the Administrative Agent and the New Grantor agree as follows:


          SECTION 1. In accordance with Section 5.14 of the Collateral Agreement, the New Grantor by its
signature below becomes a Grantor under the Collateral Agreement with the same force and effect as
if originally named therein as a Grantor, and the New Grantor hereby (a) agrees to all the terms
and provisions of the Collateral Agreement applicable to it as a Grantor thereunder and (b)
represents and warrants that the representations and warranties made by it as a Grantor thereunder
are true and correct on and as of the date hereof. In furtherance of the foregoing, the New
Grantor, as security for the payment in full of the Secured Obligations (as defined in the
Collateral Agreement), does hereby create and grant, as and to the same extent set forth in the
Collateral Agreement, to the Administrative Agent, its successors and assigns, for the benefit of
the Secured Parties, a security interest in and lien on all of the New Grantor’s right, title and
interest in, to and under the Pledged Collateral and the Article 9 Collateral (as each such term is
defined in the Collateral Agreement). Each reference to a “Grantor” in the Collateral Agreement
shall be deemed to include the New Grantor. The Collateral Agreement is hereby incorporated herein
by reference.


          SECTION 2. The New Grantor represents and warrants to the Administrative Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and
constitutes its legal, valid and binding obligation, enforceable against it in accordance



 









 








with its terms, except to the extent that enforceability of such obligations may be limited by
applicable bankruptcy, insolvency and other similar laws affecting creditors’ rights generally.



          SECTION 3. This Supplement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original but all of which when taken
together shall constitute a single contract. Delivery of an executed signature page to this
Supplement by facsimile or other electronic transmission shall be effective as delivery of a
manually signed counterpart of this Supplement. This Supplement shall become effective as to the
New Grantor when a counterpart hereof executed on behalf of the New Grantor shall have been
delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf
of the Administrative Agent, and thereafter shall be binding upon the New Grantor and the
Administrative Agent and their respective permitted successors and assigns, and shall inure to the
benefit of the New Grantor, the Administrative Agent and the other Secured Parties and their
respective successors and assigns, except that the New Grantor shall not have the right to assign
or transfer its rights or obligations hereunder or any interest herein (and any such assignment or
transfer shall be void) except as expressly provided in this Supplement, the Collateral Agreement
and the Credit Agreement.


          SECTION 4. The New Grantor hereby represents and warrants on the date hereof that (a) set
forth on Schedule I attached hereto is a schedule with the true and correct legal name of the New
Grantor, its jurisdiction of formation and the location of its chief executive office, (b) Schedule
II sets forth a true and complete list, with respect to the New Grantor, of (i) all the Equity
Interests owned by the New Grantor in any Subsidiary and the percentage of the issued and
outstanding units of each class of the Equity Interests of the issuer thereof represented by the
Pledged Equity Interests owned by the New Grantor and (ii) all the Pledged Debt Securities owned by
the New Grantor and (c) Schedule III attached hereto sets forth, as of the date hereof, (i) all of
the New Grantor’s Patents owned by such New Grantor, including the title, registration or
application number of each such Patent, (ii) all of the New Grantor’s Trademarks owned by such New
Grantor, including the mark, the registration or application number, and (iii) all of the New
Grantor’s registered Copyrights owned by such New Grantor, including the name of the registered
owner, title and, if applicable, the registration number of each such Copyright owned by the New
Grantor, and (d) Schedule IV attached hereto sets forth, as of the date hereof, each Commercial
Tort Claim of the New Grantor.


          SECTION 5. Except as expressly supplemented hereby, the Collateral Agreement shall remain in
full force and effect.


          SECTION 6. This Supplement shall be construed in accordance with and governed by the laws of
the State of New York.


          SECTION 7. Any provision of this Supplement held to be invalid, illegal or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity,
illegality or unenforceability without affecting the validity, legality and enforceability of the
remaining provisions hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other jurisdiction.


          SECTION 8. All communications and notices hereunder shall be in writing and given as provided
in Section 5.01 of the Collateral Agreement.


          SECTION 9. The New Grantor agrees to reimburse the Administrative Agent for its fees and
expenses incurred hereunder and under the Collateral Agreement as provided in Section



-2-









 








9.03(a) of the Credit Agreement; provided that each reference therein to the “Borrower” shall be
deemed to be a reference to “the New Grantor.”





-3-









 







          IN WITNESS WHEREOF, the New Grantor and the Administrative Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written.



	 	 	 	 	 
	 	
[Name Of New Grantor],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	Legal Name:

Jurisdiction of Formation:

Location of Chief Executive Office:
 	 
	 
	 	CITIBANK, N.A., as

Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO SUPPLEMENT TO COLLATERAL AGREEMENT



 









 





Schedule I

to Supplement No. __ to the

Collateral Agreement




NEW GRANTOR INFORMATION




	 	 	 	 	 
	Name	 	Jurisdiction of Formation	 	Chief Executive Office
	 
	 	 	 	 





 









 






Schedule II

to Supplement No. __ to the

Collateral Agreement




PLEDGED EQUITY INTERESTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Number and	 	 
	 	 	 	 	Number of	 	Class of	 	Percentage
	Grantor	 	Issuer	 	Certificate	 	Equity Interests	 	of Equity Interests
	 
	 	 	 	 	 	 	 	 





PLEDGED DEBT SECURITIES



	 	 	 	 	 	 	 	 	 
	 	 	 	 	Principal	 	 	 	 
	Grantor	 	Issuer	 	Amount	 	Date of Note	 	Maturity Date
	 
	 	 	 	 	 	 	 	 





 









 






Schedule III

to Supplement No. __ to the

Collateral Agreement




INTELLECTUAL PROPERTY




 









 








Schedule IV

to Supplement No. __ to the

Collateral Agreement




COMMERCIAL TORT CLAIMS




 









 








Exhibit II to the

Collateral Agreement



          COPYRIGHT SECURITY AGREEMENT dated as of [•], 20[•] (this “Agreement”), among
[•] (the “Grantor”) and Citibank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).


          Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Sterling Merger Inc. (the rights and obligations of which have been
assumed by SRA International, Inc. (the “Borrower”)), Sterling Parent Inc., the lenders from time
to time party thereto (the “Lenders”) and the Administrative Agent and (b) the Collateral Agreement
dated as of July 20, 2011 (as amended, supplemented or otherwise modified from time to time, the
“Collateral Agreement”), among the Borrower, the other grantors from time to time party thereto and
the Administrative Agent. The Lenders and the Issuing Banks have agreed to extend credit to the
Borrower subject to the terms and conditions set forth in the Credit Agreement. The Grantor is an
Affiliate of the Borrower and is willing to execute and deliver this Agreement in order to induce
the Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit
and as consideration for Loans previously made and Letters of Credit previously issued.
Accordingly, the parties hereto agree as follows:


          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined herein
have the meanings specified in the Collateral Agreement or the Credit Agreement, as applicable. The
rules of construction specified in Section 1.01(b) of the Collateral Agreement also apply to this
Agreement.


          SECTION 2. Grant of Security Interest. As security for the payment or performance, as the case
may be, in full of the Secured Obligations, the Grantor hereby grants to the Administrative Agent,
its successors and assigns, for the benefit of the Secured Parties, a security interest (the
“Security Interest”) in all of such Grantor’s right, title and interest in, to and under any
Copyrights now owned or at any time hereafter acquired by such Grantor, including those listed on
Schedule I, and any exclusive Copyright Licenses under which such Grantor is a licensee, including
those listed on Schedule II (collectively, the “Copyright Collateral”); provided that the Security
Interest shall not attach to any Excluded Asset.


          SECTION 3. Collateral Agreement. The Security Interest granted to the Administrative Agent
herein is granted in furtherance, and not in limitation, of the security interest granted to the
Administrative Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges and
affirms that the rights and remedies of the Administrative Agent with respect to the Copyright
Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which
are hereby incorporated herein by reference as if fully set forth herein. In the event of any
conflict between the terms of this Agreement and the Collateral Agreement, the terms of the
Collateral Agreement shall govern.


          SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an executed signature
page to this Agreement by facsimile or other electronic transmission shall be effective as delivery
of a manually signed counterpart of this Agreement.



[Remainder of this page intentionally left blank]



 









 




          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	[•],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO COPYRIGHT SECURITY AGREEMENT



 









 





	 	 	 	 	 
	 	CITIBANK, N.A., as
Administrative Agent,

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT



 









 





Schedule I




 









 








Schedule II





 












 





Exhibit III to the

Collateral Agreement




          PATENT SECURITY AGREEMENT dated as of [•], 20[•] (this “Agreement”), among [•] (the
“Grantor”) and Citibank, N.A., as administrative agent (in such capacity, the
“Administrative Agent”).



          Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Sterling Merger Inc. (the rights and obligations of which
have been assumed by SRA International, Inc. (the “Borrower”)), Sterling Parent Inc., the
lenders from time to time party thereto (the “Lenders”) and the Administrative Agent and
(b) the Collateral Agreement dated as of July 20, 2011 (as amended, supplemented or otherwise
modified from time to time, the “Collateral Agreement”), among the Borrower, the other
grantors from time to time party thereto and the Administrative Agent. The Lenders and the Issuing
Banks have agreed to extend credit to the Borrower subject to the terms and conditions set forth in
the Credit Agreement. The Grantor is an Affiliate of the Borrower and is willing to execute and
deliver this Agreement in order to induce the Lenders to make additional Loans and the Issuing
Banks to issue additional Letters of Credit and as consideration for Loans previously made and
Letters of Credit previously issued. Accordingly, the parties hereto agree as follows:



          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined
herein have the meanings specified in the Collateral Agreement or the Credit Agreement, as
applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also
apply to this Agreement.



          SECTION 2. Confirmation of Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Grantor hereby confirms
the grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties, of a security interest (the “Security Interest”) in all of such Grantor’s right,
title and interest in, to and under any Patents now owned or at any time hereafter acquired by such
Grantor, including those listed on Schedule I (the “Patent Collateral”); provided
that the Security Interest shall not attach to any Excluded Asset.



          SECTION 3. Collateral Agreement. The Security Interest confirmed to the Administrative
Agent herein is confirmed in furtherance, and not in limitation, of the security interest granted
to the Administrative Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges
and affirms that the rights and remedies of the Administrative Agent with respect to the Patent
Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which
are hereby incorporated herein by reference as if fully set forth herein. In the event of any
conflict between the terms of this Agreement and the Collateral Agreement, the terms of the
Collateral Agreement shall govern.



          SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Agreement.



[Remainder of this page intentionally left blank]



 









 





          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	[•],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO PATENT SECURITY AGREEMENT








 









 








	 	 	 	 	 
	 	CITIBANK, N.A.,
as Administrative Agent,

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



Schedule I







 









 








Exhibit IV to the

Collateral Agreement





          TRADEMARK SECURITY AGREEMENT dated as of [•], 20[•] (this “Agreement”), among [•] (the
“Grantor”) and Citibank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”).



          Reference is made to (a) the Credit Agreement dated as of July 20, 2011 (as amended, restated,
amended and restated, supplemented, extended, refinanced or otherwise modified from time to time,
the “Credit Agreement”), among Sterling Merger Inc. (the rights and obligations of which have been
assumed by SRA International, Inc. (the “Borrower”)), Sterling Parent Inc., the lenders from time
to time party thereto (the “Lenders”) and the Administrative Agent and (b) the Collateral
Agreement dated as of July 20, 2011 (as amended, supplemented or otherwise modified from time to
time, the “Collateral Agreement”), among the Borrower, the other grantors from time to time
party thereto and the Administrative Agent. The Lenders and the Issuing Banks have agreed to extend
credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The
Grantor is an Affiliate of the Borrower and is willing to execute and deliver this Agreement in
order to induce the Lenders to make additional Loans and the Issuing Banks to issue additional
Letters of Credit and as consideration for Loans previously made and Letters of Credit previously
issued. Accordingly, the parties hereto agree as follows:



          SECTION 1. Terms. Capitalized terms used in this Agreement and not otherwise defined
herein have the meanings specified in the Collateral Agreement or the Credit Agreement, as
applicable. The rules of construction specified in Section 1.01(b) of the Collateral Agreement also
apply to this Agreement.



          SECTION 2. Confirmation of Grant of Security Interest. As security for the payment or
performance, as the case may be, in full of the Secured Obligations, the Grantor hereby confirms
the grant to the Administrative Agent, its successors and assigns, for the benefit of the Secured
Parties, of a security interest (the “Security Interest”) in all of such Grantor’s right,
title and interest in, to and under any Trademarks now owned or at any time hereafter acquired by
such Grantor, including those listed on Schedule I (the “Trademark Collateral”);
provided that the Security Interest shall not attach to any Excluded Asset.



          SECTION 3. Collateral Agreement. The Security Interest confirmed to the Administrative
Agent herein is confirmed in furtherance, and not in limitation, of the security interest granted
to the Administrative Agent pursuant to the Collateral Agreement. The Grantor hereby acknowledges
and affirms that the rights and remedies of the Administrative Agent with respect to the Trademark
Collateral are more fully set forth in the Collateral Agreement, the terms and provisions of which
are hereby incorporated herein by reference as if fully set forth herein. In the event of any
conflict between the terms of this Agreement and the Collateral Agreement, the terms of the
Collateral Agreement shall govern.



          SECTION 4. Counterparts. This Agreement may be executed in counterparts (and by
different parties hereto on different counterparts), each of which shall constitute an original but
all of which when taken together shall constitute a single contract. Delivery of an executed
signature page to this Agreement by facsimile or other electronic transmission shall be effective
as delivery of a manually signed counterpart of this Agreement.



[Remainder of this page intentionally left blank]



 









 





          IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written.



	 	 	 	 	 
	 	[•],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT








 









 








	 	 	 	 	 
	 	CITIBANK, N.A., as
Administrative Agent,

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



SIGNATURE PAGE TO TRADEMARK SECURITY AGREEMENT








 









 








Schedule I







 









 








EXHIBIT F-1




Form of Opinion of Debevoise and Plimpton LLP 




[attached hereto]



 









 




July 20, 2011




Citibank, N.A.

     as Administrative Agent

     under the Credit Agreement referred to below

390 Greenwich Street,

New York, NY 10013




To Each of the Lenders

Listed on Schedule I Attached Hereto:




SRA International, Inc.



Ladies and Gentlemen:





     We have acted as special New York counsel to (i) Sterling Parent Inc., a Delaware
corporation (the “Parent”), (ii) Sterling Merger Inc., a Delaware corporation
(“AcquisitionCo”), (iii) SRA International, Inc., a Delaware corporation (the
“Company”) and (iv) the guarantors listed on Schedule III hereto (the
“Subsidiary Guarantors”), in connection with (a) the Credit Agreement,
dated as of July 20, 2011 (the “Credit Agreement”), among the Parent, the Borrower, the
several banks and other financial institutions party thereto (collectively, the “Lenders”)
and Citibank, N.A., as administrative agent (in such capacity, the “Administrative Agent”),
(b) the Guarantee Agreement, dated as of July 20, 2011 (the “Guarantee Agreement”),
among the Parent, the Company, the Subsidiary Guarantors and the Administrative Agent and
(c) the Collateral Agreement, dated as of as of July 20, 2011 (the “Collateral
Agreement”), among the Parent, the Company, the Subsidiary Guarantors and the Administrative
Agent.



     The opinions expressed below are furnished to you pursuant to Section 4.01(b) of the Credit
Agreement. Unless otherwise defined herein, terms defined in or defined by reference in the Credit
Agreement and used herein shall have the meanings assigned thereto in the Credit Agreement. The
term “Borrower” means AcquisitionCo until consummation of the Acquisition, and thereafter
means the Company as successor by merger to AcquisitionCo. The term “Loan Documents”
means, collectively, the Credit Agreement, the Guarantee Agreement and the Collateral Agreement.
The term “Loan Parties” means the Parent, AcquisitionCo, the Company and the Subsidiary
Guarantors. The term “Material Adverse Effect” means a material adverse effect on the
business, results of operations or financial condition of the Parent, the Borrower and its
Subsidiaries taken as a whole. The term “Pledged Stock” means those shares of Pledged



 









 




Equity Interests (as defined in the Collateral Agreement) of the Company constituting
“certificated securities” (as defined in Section 8-102(4) of the UCC) and described in Schedule II
to the Collateral Agreement that are delivered to the Administrative Agent in certificated form on
the date hereof. The term “UCC” means the Uniform Commercial Code as in effect in the
State of New York on the date hereof.




     In arriving at the opinions expressed below,



     (a) we have examined and relied on the originals, or copies certified or otherwise
identified to our satisfaction, of the Loan Documents,



     (b) we have examined and relied on such corporate documents and records of the Parent,
AcquisitionCo, the Company and its Subsidiaries and such certificates of public officials, and
officers and representatives of the Parent, AcquisitionCo, the Company and its Subsidiaries and
other persons as we have deemed necessary or appropriate for the purposes of this opinion,



     (c) we have examined and relied as to factual matters upon, and have assumed the accuracy of,
the statements made in the certificates of public officials, and officers and representatives of
the Parent, AcquisitionCo, the Company and its Subsidiaries and other persons delivered to us and
the representations and warranties contained in or made pursuant to the Loan Documents, and



     (d) we have made such investigations of law as we have deemed appropriate as a basis for
this opinion.



     In rendering the opinions expressed below, we have assumed, with your permission, without
independent investigation or inquiry, (a) the authenticity and completeness of all
documents submitted to us as originals, (b) the genuineness of all signatures on all
documents that we examined, (c) the conformity to authentic originals and completeness of
documents submitted to us as certified, conformed or photostatic copies, (d) the due
authorization, execution and delivery of each of the Loan Documents by all parties thereto,
(e) the enforceability of each Loan Document against each party thereto (other than the
Loan Parties), (f) the valid existence and good standing of each Loan Party, (g)
the corporate or other power and authority of each Loan Party to enter into and perform its
obligations under the Loan Documents, (h) the legal capacity of all natural persons
executing documents, (i) the accuracy of the opinions, each dated today and addressed to
you, relating to the Loan Documents of (1) Richards Layton & Finger, P.A. and (2)
McGuireWoods LLP and (j) the consummation of the Acquisition.



     Based upon and subject to the foregoing and the assumptions, qualifications and limitations
hereinafter set forth, we are of the opinion that:



     1. (a) The Credit Agreement (prior to the consummation of the Acquisition) constitutes a
valid and binding obligation of AcquisitionCo enforceable against AcquisitionCo in accordance
with its terms.



2









 





     (b) Each Loan Document to which the Company is a party constitutes a valid and binding
obligation of the Company enforceable against the Company in accordance with its terms.



     (c) Each Loan Document to which the Parent is a party constitutes a valid and binding
obligation of the Parent enforceable against the Parent in accordance with its terms.



     (d) Each Loan Document to which any Subsidiary Guarantor is a party constitutes a valid
and binding obligation of such Subsidiary Guarantor enforceable against such Subsidiary
Guarantor in accordance with its terms.



     2. (a) Except for (1) any consents, authorizations, approvals, notices and filings
that have been obtained or made and are in full force and effect, (2) filings to perfect
the security interests created by the Security Documents, (3) filings in the United States
Patent and Trademark Office (the “PTO”) and the United States Copyright Office (the
“Copyright Office”) and in appropriate offices under any applicable state trademark laws,
(4) filings or consents required to create or perfect any Lien on Collateral constituting
mobile goods covered by a certificate of title, (5) consents required pursuant to the
Assignment of Claims Act of 1940, as amended (the “Assignment of Claims Act”) and
(6) those consents, authorizations, approvals, notices and filings that, individually or in
the aggregate, if not obtained or made would not to our knowledge have a Material Adverse Effect,
to our knowledge no consent or authorization of, approval by, notice to, or filing with, any United
States federal or New York State governmental authority is required under United States federal or
New York State law to be obtained or made on or prior to the date hereof by AcquisitionCo in
connection with its execution and delivery of the Loan Documents to which it is a party or in
connection with the validity or enforceability against it of the Loan Documents to which it is a
party.



     (b) Except for (1) any consents, authorizations, approvals, notices and filings that
have been obtained or made and are in full force and effect, (2) filings to perfect the
security interests created by the Security Documents, (3) filings in the PTO and the
Copyright Office and in appropriate offices under any applicable state trademark laws, (4)
filings or consents required to create or perfect any Lien on Collateral constituting mobile goods
covered by a certificate of title, (5) consents required pursuant to the Assignment of
Claims Act and (6) those consents, authorizations, approvals, notices and filings that,
individually or in the aggregate, if not obtained or made would not to our knowledge have a
Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to,
or filing with, any United States federal or New York State governmental authority is required
under United States federal or New York State law to be obtained or made on or prior to the date
hereof by the Company in connection with its execution and delivery of the Loan Documents to which
it is a party or in connection with the validity or enforceability against it of the Loan Documents
to which it is a party.



     (c) Except for (1) any consents, authorizations, approvals, notices and filings that
have been obtained or made and are in full force and effect, (2) filings to perfect the
security interests created by the Security Documents, (3) filings in the PTO and the



3









 




Copyright Office and in appropriate offices under any applicable state trademark laws, (4)
filings or consents required to create or perfect any Lien on Collateral constituting mobile goods
covered by a certificate of title, (5) consents required pursuant to the Assignment of
Claims Act and (6) those consents, authorizations, approvals, notices and filings that,
individually or in the aggregate, if not obtained or made would not to our knowledge have a
Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to,
or filing with, any United States federal or New York State governmental authority is required
under United States federal or New York State law to be obtained or made on or prior to the date
hereof by the Parent in connection with its execution and delivery of the Loan Documents to which
it is a party or in connection with the validity or enforceability against it of the Loan Documents
to which it is a party.




     (d) Except for (1) any consents, authorizations, approvals, notices and filings that
have been obtained or made and are in full force and effect, (2) filings to perfect the
security interests created by the Security Documents, (3) filings in the PTO and the
Copyright Office and in appropriate offices under any applicable state trademark laws, (4)
filings or consents required to create or perfect any Lien on Collateral constituting mobile goods
covered by a certificate of title, (5) consents required pursuant to the Assignment of
Claims Act and (6) those consents, authorizations, approvals, notices and filings that,
individually or in the aggregate, if not obtained or made would not to our knowledge have a
Material Adverse Effect, to our knowledge no consent or authorization of, approval by, notice to,
or filing with, any United States federal or New York State governmental authority is required
under United States federal or New York State law to be obtained or made on or prior to the date
hereof by any Subsidiary Guarantor in connection with its execution and delivery of the Loan
Documents to which it is a party or in connection with the validity or enforceability against it of
the Loan Documents to which such Subsidiary Guarantor is a party.



     3. (a) The execution and delivery by AcquisitionCo of the Loan Documents to which it is a
party (x) will not violate (i) any existing United States federal or New York State law,
rule or regulation known by us to be applicable to AcquisitionCo or (ii) any contract listed in
Schedule II hereto to which AcquisitionCo is a party, except, in the case of clauses (i) and (ii),
for such violations that to our knowledge would not have a Material Adverse Effect, and (y) will
not result in, or require, the creation or imposition of any Lien (other than under or as permitted
by the Loan Documents) on any of its properties or revenues by operation of any law, rule or
regulation referred to in the preceding clause (x) or pursuant to any such contract.



     (b) The execution and delivery by the Company of the Loan Documents to which it is a party
(x) will not violate (i) any existing United States federal or New York State law, rule or
regulation known by us to be applicable to the Company or (ii) any contract listed in Schedule II
hereto to which the Company is a party, except, in the case of clauses (i) and (ii), for such
violations that to our knowledge would not have a Material Adverse Effect, and (y) will
not result in, or require, the creation or imposition of any Lien (other than under or as
permitted by the Loan Documents) on any of its properties or revenues by operation of any law,
rule or regulation referred to in the preceding clause (x) or pursuant to any such contract.



4









 





     (c) The execution and delivery by the Parent of the Loan Documents to which it is a party
(x) will not violate (i) any existing United States federal or New York State law, rule or
regulation known by us to be applicable to the Parent or (ii) any contract listed in Schedule II
hereto to which the Parent is a party, except, in the case of clauses (i) and (ii), for such
violations that to our knowledge would not have a Material Adverse Effect, and (y) will not
result in, or require, the creation or imposition of any Lien (other than under or as permitted by
the Loan Documents) on any of its properties or revenues by operation of any law, rule or
regulation referred to in the preceding clause (x) or pursuant to any such contract.



     (d) The execution and delivery by each Subsidiary Guarantor of the Loan Documents to which it
is a party (x) will not violate (i) any existing United States federal or New York State
law, rule or regulation known by us to be applicable to such Subsidiary Guarantor or (ii) any
contract listed in Schedule II hereto to which such Subsidiary Guarantor is a party, except, in
the case of clauses (i) and (ii), for such violations that to our knowledge would not have a
Material Adverse Effect, and (y) will not result in, or require, the creation or
imposition of any Lien (other than under or as permitted by the Loan Documents) on any of its
properties or revenues by operation of any law, rule or regulation referred to in the preceding
clause (x) or pursuant to any such contract.



     4. (a) The Collateral Agreement is effective to create a valid security interest in favor of
the Administrative Agent, for the benefit of the Secured Parties (as defined in the Collateral
Agreement), as security for the Secured Obligations (as defined in the Collateral Agreement), in
all of the collateral described therein that is of the type in which a security interest can be
created under Article 9 of the UCC, to the extent the UCC is applicable to the creation of such
security interest.



     (b) Upon delivery of the Pledged Stock (in certificated form) either in bearer form or
registered form (issued or endorsed in each case in the name of the Administrative Agent or in
blank) to (and retention of control (within the meaning of Section 8-106 of the UCC) thereof
by) the Administrative Agent in the State of New York, the Administrative Agent will have a
perfected security interest therein, to the extent the UCC is applicable to the creation of
such security interest.



     5. The Company is not required to be registered as an “investment company”
(as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) under the
1940 Act.



     6. The making of the Loans to the Borrower and the use of the proceeds of the
Loans as contemplated by the Credit Agreement will not violate Regulation T, U or X of the Board
of Governors of the Federal Reserve System as now in effect.



*   *   *



     Our opinions set forth above are subject to the effects of (i) bankruptcy,
insolvency, fraudulent conveyance, fraudulent transfer, reorganization and moratorium



5









 




laws and other similar laws relating to or affecting creditors’ rights or remedies generally,
(ii) general equitable principles (whether considered in a proceeding in equity or at law),
(iii) concepts of good faith, diligence, reasonableness and fair dealing, and standards of
materiality, (iv) limitations on the validity or enforceability of indemnification,
contribution or exculpation under applicable law (including court decisions) or public policy and
(v) possible judicial action giving effect to foreign laws or foreign governmental or
judicial action affecting or relating to the rights or remedies of creditors. In addition,
applicable laws and interpretations may affect the validity or enforceability of certain provisions
of the Loan Documents, but such limitations do not, in our opinion, make the remedies provided for
therein inadequate for the practical realization of the principal benefits intended to be provided
thereby (subject to the other qualifications expressed herein).




     Without limiting the foregoing, we express no opinion as to the validity, binding effect or
enforceability of any provision of any Loan Document that purports to (i) prohibit any Loan
Party from transferring its respective rights in the collateral described in the Loan Documents or
any proceeds thereof, as contemplated by Section 9-401 of the UCC, (ii) permit the
Administrative Agent to vote or otherwise exercise any rights with respect to any of the collateral
under the Loan Documents absent compliance with the requirements of applicable laws and regulations
as to the voting of or other exercise of rights with respect to such collateral, (iii)
waive, release or vary any defense, right or privilege of, or any duties owing to, any Loan Party
to the extent that such waiver, release or variation may be limited by Section 1-102(3), 9-602 or
9-603 of the UCC or other provisions of applicable law, (iv) grant a right to collect any
amount that a court determines to constitute unearned interest, or post-judgment interest, or a
penalty or forfeiture, (v) grant any right of set-off with respect to any contingent or
unmatured obligation, or to permit any Person purchasing a participation from a Lender to exercise
set-off rights with respect to such participation, (vi) preserve or seek to preserve the
solvency of any guarantor, pledgor or grantor by purporting to limit (by formula or otherwise) the
amount of the liability of, and/or to provide rights of contribution in favor of, such guarantor,
pledgor or grantor, (vii) maintain or impose any obligation to pay any amount in U.S.
dollars, or specify any rate or method of exchange, where a final judgment concerning such
obligation is rendered in another currency, (viii) allow the Administrative Agent or the
Lenders to obtain reimbursement for costs and expenses, including without limitation attorney’s
fees and legal expenses and expenses incurred in connection with collection or enforcement or the
custody, preservation, use or operation of the collateral under the Loan Documents, to the extent
such reimbursement is not permitted by Section 9-207, 9-607, 9-608 or 9-615 of the UCC or other
provisions of applicable law, (ix) constitute a waiver of inconvenient forum or improper
venue, (x) relate to the subject matter jurisdiction of a court to adjudicate any
controversy, (xi) provide for liquidated damages or otherwise specify or limit damages,
liabilities or remedies or (xii) provide that the parties to any Loan Document shall engage
in negotiations to replace any illegal, prohibited or unenforceable provision. In addition, the
enforceability of any provision in any Loan Document to the effect that (i) the terms
thereof may not be waived or modified except in writing, (ii) the express terms thereof
supersede any inconsistent course of dealing, performance or usage of trade or (iii)
certain determinations made by one party shall have conclusive effect, may be



6









 




limited under certain circumstances. Our opinion in paragraph 1 above with respect to the
choice of law and choice of forum provisions of the Loan Documents is given in reliance on, and
is limited in scope to, Sections 5-1401 and 5-1402 of the General Obligations Law of the State
of New York, and we express no opinion with respect to any such provision insofar as it exceeds
such scope.




     We express no opinion as to the creation, validity or perfection of any security interest, or
the validity, binding effect or enforceability of any Loan Document, to the extent that such Loan
Document grants or purports to grant (a) any security interest described in Section
9-203(c) of the UCC, (b) a security interest (i) that is not governed by the UCC
(including but not limited to any such security interest with respect to (A) copyrights,
copyright licenses, patents, patent licenses, trademarks and trademark licenses, to the extent such
security interest is not governed by the UCC or (B) insurance policies), (ii) in
commercial tort claims, letter-of-credit rights, fixtures, cooperative interests, farm products or
as-extracted collateral or timber to be cut, (iii) in any property the terms of or
governing which void or prohibit, or are violated by, the granting, creation, attachment,
perfection or enforcement of such security interest (except to the limited extent, if any, that
Sections 9-406 and 9-408 of the UCC render such terms ineffective and of no force or effect) or
(iv) in any claim against the United States, (c) a mortgage or other interest in
real property or (d) an agricultural lien. We express no opinion as to perfection of the security
interest in any deposit account or securities account. Our opinions set forth in paragraph 4 above
are limited to Articles 8 and 9 of the UCC and therefore do not address (i) laws of
jurisdictions other than New York, (ii) laws of New York other than Articles 8 and 9 of the
UCC or (iii) collateral of a type not subject to Article 9 of the UCC. We express no
opinion as to what law governs perfection of any security interest granted by the Loan Documents.
We have assumed with your permission that (i) none of the Secured Parties has waived,
subordinated or agreed with any third party to any modification of the perfection or priority of
any security interest granted by the Loan Documents, (ii) the Pledged Stock will be held at
all times by the Administrative Agent in the State of New York and (iii) each Loan Party
has sufficient rights in the collateral described in the Loan Documents for the security interests
granted thereby to attach. We express no opinion as to the title or any other interest of any Loan
Party in or to any of the collateral described in the Loan Documents. No security interest will
exist with respect to after-acquired property of any Loan Party until such Loan Party has rights
therein within the meaning of Section 9-203 of the UCC.



     Except as set forth in paragraph 4 above, we express no opinion as to the validity or
perfection of the security interests purported to be created by the Loan Documents. We express no
opinion as to the validity, perfection or priority of such security interests:




     (i) with respect to collateral sold, exchanged or otherwise disposed of by any Loan
Party;




     (ii) to the extent such security interests may be affected by (x) Section 552 of the
United States Bankruptcy Code, under which a bankruptcy court has discretion as to the
extent to which post-petition proceeds may be subject to a lien arising from a security
agreement entered into by the debtor before the



7









 






commencement of the case or (y) Section 547(b) of the United States Bankruptcy Code,
relating to the power to avoid a preference;




     (iii) with respect to proceeds, to the extent of limitations under Section 9-315 of
the UCC on the perfection of a security interest in proceeds;




     (iv) as to any property subject to a statute, regulation or treaty of the United
States, whose requirements for a security interest’s obtaining priority over the rights of
a lien creditor with respect to such property preempt Section 9-310(a) of the UCC;




     (v) as to any goods that are an accession to, or commingled or processed with, other
goods, to the extent limited by Section 9-335 or 9-336 of the UCC; or




     (vi) as to goods of any kind, such as motor vehicles, subject to certificate
of title statutes.


We call to your attention that (A) the UCC requires periodic filing of continuation
statements in order to maintain the effectiveness of financing statements filed pursuant thereto,
(B) Section 8-107 of the UCC may in certain circumstances limit the rights of a secured
party in respect of any unauthorized endorsement with respect to certificated securities
constituting collateral under the Loan Documents not registered in the name of or issued to the
Administrative Agent and not originally issued in bearer form, (C) under certain
circumstances Sections 9-406, 9-407, 9-408 and 9-409 of the UCC limit the rights of the secured
party and/or the enforcement of security interests in the specific type of collateral specified
therein and (D) the perfection of the security interests granted by the Loan Documents may
be limited by (i) rights under Article 2 of the UCC of a seller of goods as to which the
debtor does not yet have possession, (ii) the right of reservation of a seller of goods
under Section 2-505 of the UCC, (iii) the right of reclamation of a seller of goods on
credit under Section 2-702 of the UCC, (iv) rights of buyers and lessees in the ordinary
course to take goods free of such security interests to the extent provided in Sections 9-320 and
9-321 of the UCC, (v) rights of licensees in the ordinary course of business to license
general intangibles free of such security interest to the extent provided in Section 9-321 of the
UCC and (vi) rights of a purchaser of chattel paper and instruments to claim priority over
such security interests to the extent provided in Section 9-330 of the UCC.




     We express no opinion as to the priority of the security interests purported to be created
by the Loan Documents. Without limiting the foregoing, we express no opinion as to the priority
of any security interest (i) as against any claims or liens in favor of the United States
of America or any state thereof, or any federal or state agency, instrumentality or political
subdivision, including but not limited to liens for payment of federal, state or local taxes that
are given priority by operation of law, liens under Title IV of the Employee Retirement Security
Act of 1974, as amended, or claims arising under 31 U.S.C. § 3713, (ii) as against any
rights of a person in possession of proceeds consisting of money or “instruments” (as defined in
Section 9-102(a)(47) of the UCC),



8









 




(iii) as against liens under Section 4-208 of the UCC, relating to security interests of a
collecting bank, (iv) as against liens granted under Section 364(d) of the United States
Bankruptcy Code, relating to liens granted by a court after the commencement of a case or
(v) that has been perfected by “control” under Sections 8-106, 9-104, 9-105, 9-106 or 9-107
of the UCC, as against any other security interest in the same property that has also been
perfected by “control.”




     We express no opinion as to the effect of, or compliance with, any laws regarding fraudulent
transfers or conveyances or governing preferential transfers, or laws restricting dividends, loans
or other distributions by a corporation to or for the benefit of its stockholders, or any
securities laws, rules or regulations (other than to the extent set forth in paragraph 5 above),
including without limitation as to the effect thereof on the validity, binding effect or
enforceability of any of the Loan Documents.



     We express no opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the federal laws of the United States of America, as currently in effect, in each case
that in our experience are generally applicable to transactions of this type without regard to the
particular nature of the business conducted by any Loan Party. In particular (and without limiting
the generality of the foregoing) we express no opinion as to (a) the laws of any country
(other than the federal laws of the United States of America), (b) the effect of such laws
(whether limiting, prohibitive or otherwise) on any of the rights or obligations of any Loan Party
or of any other party to or beneficiary of any of the Loan Documents, or (c) whether the
choice of the law of the State of New York as the governing law in any Loan Document would be given
effect by any court or other governmental authority other than a New York State court. We have
assumed, with your permission, that the execution and delivery of each of the Loan Documents by
each of the parties thereto and the performance of their respective obligations thereunder will not
be illegal or unenforceable or violate any fundamental public policy under applicable law (other
than the laws of the State of New York and federal laws of the United States of America), and that
no such party has entered therein with the intent of avoiding or a view to violating applicable
law. In giving the foregoing opinion, we express no opinion as to the effect (if any) of any law of
any jurisdiction (except the State of New York) in which any Lender is located that limits the rate
of interest that such Lender may charge or collect.



     The opinions expressed herein are solely for your benefit and, without our prior written
consent, neither our opinions nor this opinion letter may be disclosed publicly to or relied upon
by any other person (other than persons who become Lenders within 30 days of the date of this
opinion letter), except that you may disclose a copy of this opinion letter (i) to bank examiners
and other regulatory authorities should they so request in connection with their examinations or
(ii) pursuant to orders or legal process of any court or governmental agency.



     This opinion letter is limited to, and no opinion is implied or may be inferred beyond, the
matters expressly stated herein. The opinions expressed herein are rendered only as of the date
hereof, and we assume no responsibility to advise you of facts, circumstances, changes in law, or
other events or developments that hereafter may occur



9









 




or be brought to our attention and that may alter, affect or modify the opinions expressed herein.




	 	 	 	 	 
	 	Very truly yours,
 	 
	 	 	 



10









 






	 	 	 	 	 



Schedule I




LENDERS


Citicorp North America Inc.



Bank of America, N.A.



Goldman Sachs Lending Partners LLC



Credit Suisse AG, Cayman Islands Branch








 









 








Schedule II




CONTRACTS


Indenture, dated as of July 20, 2011, between AcquisitionCo and Wilmington Trust FSB, as Trustee
(the “Trustee”), as supplemented by the Supplemental Indenture, dated as of July 20, 2011,
between the Company, the guarantors from time to time party thereto and the Trustee.







 









 








Schedule III




SUBSIDIARY GUARANTORS


1. Systems Research and Applications Corporation, a Virginia corporation



2. Platinum Solutions, Inc., a Virginia corporation



3. Perrin Quarles Associates, Inc., a Virginia corporation



4. RABA Technologies, LLC, a Maryland limited liability company



5. CMA Government Solutions, Inc., a Delaware corporation



6. SENTECH Holdings, Inc., a Delaware corporation



7. SENTECH, INC., a Maryland corporation



8. Interface and Control Systems, Inc., a Florida corporation



9. Touchstone Consulting Group, Inc., a Virginia corporation



10. Constella Group, LLC, a North Carolina limited liability company






 









 








EXHIBIT F-2




Form of Opinion of Richards Layton & Finger, P.A. 




[attached hereto]




 











 





[Letterhead of Richards, Layton & Finger, P.A.]




July 20, 2011




To Each of the Persons Listed

on Schedule A Attached Hereto




               Re: Sterling Merger Inc.


Ladies and Gentlemen:




          We have acted as special Delaware counsel for SRA International, Inc., a Delaware corporation
(“SRA”), in connection with the matters set forth herein. At your request, this opinion is being
furnished to you.



          For purposes of giving the opinions hereinafter set forth, our examination of documents has
been limited to the examination of originals or copies of the following:



          (a) The Certificate of Incorporation of Sterling Merger Inc., a Delaware corporation (the
“Corporation”), dated March 25, 2011, as filed in the office of the Secretary of State of the State
of Delaware (the “Secretary of State”) on March 25, 2011, as amended and restated by the Amended
and Restated Certificate of Incorporation of the Corporation, dated July 19, 2011, as filed in the
office of the Secretary of State on July 19, 2011 (as so amended and restated, the “Certificate of
Incorporation”);



          (b) The Bylaws of the Corporation, as adopted on March 25, 2011 (the “Bylaws”);



          (c) Resolutions adopted by the Unanimous Written Consent of the Board of Directors of the
Corporation, dated July 20, 2011 (the “Resolutions”);



          (d) The Credit Agreement, dated as of July 20, 2011 (the “Credit Agreement”), among the
Corporation, Sterling Parent Inc., a Delaware corporation, the Lenders (as defined therein),
Citibank, N.A., a national banking association, as administrative agent, and Citicorp North America
Inc., as swingline lender and issuing bank;



          (e) A certificate of an officer of the Corporation, dated July 20, 2011, as to certain
matters; and



          (f) A Good Standing Certificate for the Corporation, dated July 20, 2011,



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 2



obtained from the Secretary of State.




          Initially capitalized terms used herein and not otherwise defined are used as defined in the
Credit Agreement.



          For purposes of this opinion, we have not reviewed any documents other than the documents
listed in paragraphs (a) through (f) above. In particular, we have not reviewed any document (other
than the documents listed in paragraphs (a) through (f) above) that is referred to in or
incorporated by reference into any document reviewed by us. We have assumed that there exists no
provision in any document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects.



          With respect to all documents examined by us, we have assumed that (i) all signatures on
documents examined by us are genuine, (ii) all documents submitted to us as originals are
authentic, and (iii) all documents submitted to us as copies conform with the original copies of
those documents.



          For purposes of this opinion, we have assumed (i) that the Certificate of Incorporation and
the Bylaws are in full force and effect, have not been amended and, except as may be contemplated
by the Merger (as defined below), no amendment of such documents is pending or has been proposed,
(ii) that any amendment or restatement of any document reviewed by us has been accomplished in
accordance with, and was permitted by, the relevant provisions of said document prior to its
amendment or restatement from time to time, (iii) that the Resolutions (A) were duly adopted by the
board of directors of the Corporation, (B) have not been amended, modified or revoked and are in
full force and effect on the date hereof and have been duly filed with the minutes of the
proceedings of the board of directors of the Corporation, and (C) are the only resolutions adopted
by the board of directors of the Corporation or any committee thereof relating to the authorization
and approval of the Credit Agreement, (iv) that as of July 20, 2011, there were no vacancies or
unfilled newly-created directorships on the board of directors of the Corporation, (v) except for
the Merger (as defined below), that there are no proceedings pending for the merger, consolidation,
conversion, dissolution, liquidation or termination of the Corporation, (vi) except to the extent
set forth in paragraph 1 below, the due organization, due formation or due creation, as the case
may be, and valid existence in good standing of each party to the documents examined by us under
the laws of the jurisdiction governing its organization, formation or creation, (vii) the legal
capacity of natural persons who are signatories to the documents examined by us, (viii) except to
the extent set forth in paragraph 2 below, that each of the parties to the documents examined by us
has the power and authority to execute and deliver, and to perform its obligations under, such
documents, (ix) except to the extent set forth in paragraph 3 below, the due authorization,
execution and delivery by all parties thereto of all documents examined by us, (x) that each of the
documents examined by us



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 3



constitutes a valid and binding agreement of the parties thereto, and is enforceable against the
parties thereto, in accordance with its terms, (xi) that the execution, delivery and performance by
the Corporation of the Credit Agreement are necessary and convenient to the conduct, promotion or
attainment of the business of the Corporation, and (xii) that the Corporation derives no income
from or connected with sources within the State of Delaware and has no assets, activities (other
than the maintenance of a registered office and registered agent in the State of Delaware and the
filing of documents with the Secretary of State) or employees in the State of Delaware.




          This opinion is limited to the laws of the State of Delaware (excluding the insurance,
securities and blue sky laws of the State of Delaware), and we have not considered and express no
opinion on the laws of any other jurisdiction, including federal laws (including federal bankruptcy
law) and rules and regulations relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are currently in effect. In
rendering the opinions set forth herein, we express no opinion concerning (i) the creation,
attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the
nature or validity of title to any property.



          Based upon the foregoing, and upon our examination of such questions of law and statutes of
the State of Delaware as we have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion
that:



          1. The Corporation has been duly incorporated and is validly existing in good standing as a
corporation under the General Corporation Law of the State of Delaware (the “General Corporation
Law”).



          2. Under the Certificate of Incorporation, the Bylaws and the General
Corporation Law, the Corporation has all necessary corporate power and authority to execute and
deliver, and to perform its obligations under, the Credit Agreement.



          3. Under the Certificate of Incorporation, the Bylaws, the Resolutions and the General
Corporation Law, the execution and delivery by the Corporation of the Credit Agreement, and the
performance by the Corporation of its obligations thereunder, have been duly authorized by all
necessary corporate action on the part of the Corporation.



          4. The execution, delivery and performance by the Corporation of the
Credit Agreement do not violate (i) the Certificate of Incorporation or the Bylaws, or (ii) the General
Corporation Law.



          5. No authorization, consent, approval or order of any Delaware court
or any Delaware governmental or administrative body is required to be obtained by the Corporation solely
as a result of the execution and delivery by the Corporation of the Credit Agreement or the
performance by the Corporation of its obligations thereunder.



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 4




          The opinions expressed above are subject to the following additional assumptions,
qualifications, limitations and exceptions:



          A. The opinion expressed in paragraph 4 above is subject to the effect of (i) bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation, fraudulent conveyance and
transfer and other similar laws relating to or affecting the rights and remedies of creditors
generally, (ii) principles of equity (regardless of whether considered and applied in a proceeding
in equity or at law), (iii) the effect of applicable public policy with respect to provisions
relating to indemnification, exculpation or contribution, and (iv) judicial imposition of an
implied covenant of good faith and fair dealing.



          B. We note that notwithstanding any covenants to the contrary contained in the Credit
Agreement: (i) the stockholders of the Corporation may dissolve the Corporation under Section
275(c) of the General Corporation Law upon the consent of all the stockholders entitled to vote
thereon; (ii) a stockholder owning at least 90% of the outstanding shares of each class of stock of
the Corporation entitled to vote thereon may effect a merger with the Corporation under Sections
253 or 267 of the General Corporation Law; and (iii) the stockholders of the Corporation may amend
the Bylaws.



          C. We understand that in connection with the transactions contemplated
by the Credit Agreement, the Corporation proposes to merge with and into SRA (the
“Merger”), such Merger being effective on or about the date hereof but after the
delivery of this opinion. Accordingly, the opinions expressed above are rendered
prior to the effective time of the Merger.



          We understand that you will rely as to matters of Delaware law upon this opinion in connection
with the transactions contemplated by the Credit Agreement. In addition, your successors and
assigns may rely as to matters of Delaware law upon this opinion in connection with the matters set
forth herein, subject to the understanding that the opinions rendered herein are given on the date
hereof and such opinions are rendered only with respect to facts existing on the date hereof and
laws, rules and regulations currently in effect. In connection with the foregoing, we hereby
consent to your and your successors’ and assigns’ relying as to matters of Delaware law upon this
opinion. Except as stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose, except that you may
furnish copies hereof for informational purposes only (i) pursuant to order or legal process of any
court of competent jurisdiction or any governmental authority having jurisdiction over you, or (ii)
as otherwise required by applicable law, but no such other Persons shall be entitled to rely upon
this opinion.


Very truly yours,



SXL/EL/VRV





 









 








Schedule A



Citibank, N.A., as administrative agent



Citicorp North America Inc., as swingline lender and issuing bank



Each of the Lenders party to the Credit Agreement







 









 








[Letterhead of Richards, Layton & Finger, P.A.]




July 20, 2011




To Each of the Persons Listed

on Schedule A Attached Hereto




               Re: SRA International, Inc.


Ladies and Gentlemen:




          We have acted as special Delaware counsel for SRA International, Inc., a Delaware corporation
(“SRA”), CMA Government Solutions, Inc., a Delaware corporation (“CMA”), and SENTECH Holdings,
Inc., a Delaware corporation (“Sentech”), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.



          For purposes of giving the opinions hereinafter set forth, our examination of documents has
been limited to the examination of originals or copies of the following:



          (a) The Certificate of Incorporation of SRA, as filed in the office of the Secretary of State
of the State of Delaware (the “Secretary of State”) on November 16, 1984, as amended by the
Certificate of Amendment of Certificate of Incorporation of SRA, dated November 24, 1986, as filed
in the office of the Secretary of State on January 9, 1987, as restated by the Restated Certificate
of Incorporation of SRA, dated May 6, 1992, as filed in the office of the Secretary of State on May
26, 1992, as corrected by the Certificate of Correction Filed to Correct a Certain Error in the
Restated Certificate of Incorporation of SRA, dated November 2, 1992, as filed in the office of the
Secretary of State on November 9, 1994, as amended by the Certificate of Amendment of the Restated
Certificate of Incorporation of SRA, dated November 2, 1994, as filed in the office of the
Secretary of State on November 9, 1994, as corrected by the Certificate of Correction of the
Restated Certificate of Incorporation of SRA, dated September 10, 1997, as filed in the office of
the Secretary of State on September 19, 1997, as further amended by the Certificate of Amendment of
the Restated Certificate of Incorporation of SRA, dated September 10, 1997, as filed in the office
of the Secretary of State on September 19, 1997, as further amended by the Certificate of Amendment
of the Restated Certificate of Incorporation of SRA, dated March 22, 2000, as filed in the office
of the Secretary of State on March 23, 2000, as restated by the Restated Certificate of
Incorporation of SRA, dated March 5, 2002, as filed in the office of the Secretary of State on
March 5, 2002, as amended by the Certificate of Amendment of Restated Certificate of Incorporation
of SRA, dated May 6, 2002, as filed in the office of the Secretary of State on May 8, 2002, as
amended and restated by the Amended and Restated Certificate of Incorporation of SRA, dated May 29,
2002, as filed in the office of the Secretary of State on May 29, 2002, as amended by the
Certificate of Amendment of Amended



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 2



and Restated Certificate of Incorporation of SRA, dated October 28, 2009, as filed in the office of
the Secretary of State on October 28, 2009, and as further amended by the Certificate of Merger,
dated July 20, 2011, as filed in the office of the Secretary of State on July 20, 2011 (as so
amended and restated, the “SRA Certificate”);




          (b) The Bylaws of SRA, as adopted on July 20, 2011 (the “SRA Bylaws”);



          (c) Resolutions adopted by the Unanimous Written Consent of the Board of Directors of SRA,
dated July 20, 2011 (the “SRA Resolutions”);



          (d) The Certificate of Incorporation of CMA, dated as of March 31, 2009, as filed in the
office of the Secretary of State on April 1, 2009, as amended by the Certificate of Change of
Registered Agent and/or Registered Office of CMA, dated July 21, 2010, as filed in the office of
the Secretary of State on August 18, 2010 (as so amended, the “CMA Certificate”);



          (e) The Bylaws of CMA, as of April 1, 2009 (the “CMA Bylaws”);



          (f) Resolutions adopted by the Unanimous Written Consent of the Board of Directors of CMA,
dated July 20, 2011 (the “CMA Resolutions”);



          (g) The Certificate of Incorporation of Sentech, dated as of March 31, 2009, as filed in the
office of the Secretary of State on April 1, 2009, as amended by the Certificate of Change of
Registered Agent and/or Registered Office of Sentech, dated July 21, 2010, as filed in the office
of the Secretary of State on August 18, 2010 (as so amended, the “Sentech Certificate”);



          (h) The Bylaws of Sentech, as of April 1, 2009 (the “Sentech Bylaws”);



          (i) Resolutions adopted by the Unanimous Written Consent of the Board of Directors of Sentech,
dated July 20, 2011 (the “Sentech Resolutions”);



          (j) The Certificate of Incorporation of Sterling Parent Inc., a Delaware corporation (the
“Parent”), dated March 25, 2011, as filed in the office of the Secretary of State on March 25,
2011, as amended and restated by the Amended and Restated Certificate of Incorporation of the
Parent, dated July 19, 2011, as filed in the office of the Secretary of State on July 19, 2011 (as
so amended and restated, the “Parent Certificate”);



          (k) The Bylaws of the Parent, as adopted on July 20, 2011 (the “Parent Bylaws”);



          (l) Resolutions adopted by the Unanimous Written Consent of the Board of Directors of the
Parent, dated July 20, 2011 (the “Parent Resolutions”);



          (m) The Credit Agreement, dated as of July 20, 2011 (the “Credit



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 3



Agreement”), among the Parent, Sterling Merger Inc., a Delaware corporation (the “Merger Sub”),
the Lenders (as defined therein), Citibank, N.A., a national banking association, as administrative
agent (the “Administrative Agent”), and Citicorp North America Inc., as swingline lender and
issuing bank;




          (n) The Master Guarantee Agreement, dated as of July 20, 2011 (the “Guarantee”), among the
Corporations (as defined below) and the other Subsidiary Guarantors (as defined therein) and the
Administrative Agent;



          (o) The Collateral Agreement, dated as of July 20, 2011 (the “Collateral Agreement”), among
the Corporations (as defined below) and the other Grantors (as defined therein) and the
Administrative Agent;



          (p) The Patent Security Agreement, dated as of July 20, 2011 (the “Patent Security
Agreement”), between SRA and the Administrative Agent;



          (q) The Trademark Security Agreement, dated as of July 20, 2011 (the “Trademark Security
Agreement”), between SRA and the Administrative Agent;



          (r) The Copyright Security Agreement, dated as of July 20, 2011 (the “Copyright Security
Agreement”), between SRA and the Administrative Agent;



          (s) A certificate of an officer of each of the Corporations (as defined below), each dated
July 20, 2011, as to certain matters; and



          (t) A Good Standing Certificate for each of the Corporations (as
defined below), each dated July 20, 2011, obtained from the Secretary of State.



          SRA, CMA, Sentech and the Parent are hereinafter referred to each, as a “Corporation” and
collectively, as the “Corporations.” The SRA Certificate, the CMA Certificate, the Sentech
Certificate and the Parent Certificate are hereinafter referred to collectively as the
“Certificates.” The SRA Bylaws, the CMA Bylaws, the Sentech Bylaws and the Parent Bylaws are
hereinafter referred to collectively as the “Bylaws.” The SRA Resolutions, the CMA Resolutions,
the Sentech Resolutions and the Parent Resolutions are hereinafter referred to collectively as the
“Resolutions.” The Credit Agreement, the Guarantee, the Collateral Agreement, the Patent Security
Agreement, the Trademark Security Agreement and the Copyright Security Agreement are hereinafter
referred to collectively as the “Transaction Documents.” Initially capitalized terms used herein
and not otherwise defined are used as defined in the Credit Agreement.



          For purposes of this opinion, we have not reviewed any documents other than the documents
listed in paragraphs (a) through (t) above. In particular, we have not reviewed any document (other
than the documents listed in paragraphs (a) through (t) above) that is referred to in or
incorporated by reference into any document reviewed by us. We have assumed that there



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 4



exists no provision in any document that we have not reviewed that is inconsistent with the
opinions stated herein. We have conducted no independent factual investigation of our own but
rather have relied solely upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.




          With respect to all documents examined by us, we have assumed that (i) all signatures on
documents examined by us are genuine, (ii) all documents submitted to us as originals are
authentic, and (iii) all documents submitted to us as copies conform with the original copies of
those documents.



          For purposes of this opinion, we have assumed (i) that each of Certificates and the Bylaws is
in full force and effect, has not been amended and no amendment of such documents is pending or has
been proposed, (ii) that any amendment or restatement of any document reviewed by us has been
accomplished in accordance with, and was permitted by, the relevant provisions of said document
prior to its amendment or restatement from time to time, (iii) that the Resolutions (A) were duly
adopted by the board of directors of the relevant Corporation, (B) have not been amended, modified
or revoked and are in full force and effect on the date hereof and have been duly filed with the
minutes of the proceedings of the board of directors of the relevant Corporation, and (C) are the
only resolutions adopted by the board of directors of any of the Corporations or any committee
thereof relating to the authorization and approval of the Transaction Documents, (iv) that as of
July 20, 2011, there were no vacancies or unfilled newly-created directorships on the board of
directors of any of the Corporations, (v) that there are no proceedings pending for the merger,
consolidation, conversion, dissolution, liquidation or termination of any of the Corporations, (vi)
except to the extent set forth in paragraphs 1, 6, 11 and 16 below, the due organization, due
formation or due creation, as the case may be, and valid existence in good standing of each party
to the documents examined by us under the laws of the jurisdiction governing its organization,
formation or creation, (vii) the legal capacity of natural persons who are signatories to the
documents examined by us, (viii) except to the extent set forth in paragraphs 2, 7, 12 and 17
below, that each of the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (ix) except to the
extent set forth in paragraphs 3, 8, 13 and 18 below, the due authorization, execution and delivery
by all parties thereto of all documents examined by us, (x) that each of the documents examined by
us constitutes a valid and binding agreement of the parties thereto, and is enforceable against the
parties thereto, in accordance with its terms, (xi) that the execution, delivery and performance by
each of the Corporations of the Transaction Documents to which it is a party are necessary and
convenient to the conduct, promotion or attainment of the business of such Corporation, and (xii)
that each of the Corporations derives no income from or connected with sources within the State of
Delaware and has no assets, activities (other than the maintenance of a registered office and
registered agent in the State of Delaware and the filing of documents with the Secretary of State)
or employees in the State of Delaware.



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 5




          This opinion is limited to the laws of the State of Delaware (excluding the insurance,
securities and blue sky laws of the State of Delaware), and we have not considered and express no
opinion on the laws of any other jurisdiction, including federal laws (including federal bankruptcy
law) and rules and regulations relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are currently in effect. In
rendering the opinions set forth herein, we express no opinion concerning (i) the creation,
attachment, perfection or priority of any security interest, lien or other encumbrance, or (ii) the
nature or validity of title to any property.



          Based upon the foregoing, and upon our examination of such questions of law and statutes of
the State of Delaware as we have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion
that:



          1. SRA has been duly incorporated and is validly existing in good standing as a corporation
under the General Corporation Law of the State of Delaware (the “General Corporation Law”).



          2. Under the SRA Certificate, the SRA Bylaws and the General
Corporation Law, SRA has all necessary corporate power and authority to execute and deliver, and to perform its
obligations under, the Transaction Documents to which it is a party.



          3. Under the SRA Certificate, the SRA Bylaws, the SRA Resolutions and the General Corporation
Law, the execution and delivery by SRA of the Transaction Documents to which it is a party, and the
performance by SRA of its obligations thereunder, have been duly authorized by all necessary
corporate action on the part of SRA.



          4. The execution, delivery and performance by SRA of the Transaction
Documents to which it is a party do not violate (i) the SRA Certificate or the SRA Bylaws, or (ii)
the General Corporation Law.



          5. No authorization, consent, approval or order of any Delaware court
or any Delaware governmental or administrative body is required to be obtained by SRA solely as a result
of the execution and delivery by SRA of the Transaction Documents to which it is a party or the
performance by SRA of its obligations thereunder.



          6. CMA has been duly incorporated and is validly existing in good standing as a corporation
under the General Corporation Law.



          7. Under the CMA Certificate, the CMA Bylaws and the General
Corporation Law, CMA has all necessary corporate power and authority to execute and deliver, and to
perform its obligations under, the Transaction Documents to which it is a party.



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 6




          8. Under the CMA Certificate, the CMA Bylaws, the CMA Resolutions and the General Corporation
Law, the execution and delivery by CMA of the Transaction Documents to which it is a party, and the
performance by CMA of its obligations thereunder, have been duly authorized by all necessary
corporate action on the part of CMA.



          9. The execution, delivery and performance by CMA of the Transaction
Documents to which it is a party do not violate (i) the CMA Certificate or the CMA Bylaws, or (ii)
the General Corporation Law.



          10. No authorization, consent, approval or order of any Delaware court or any Delaware
governmental or administrative body is required to be obtained by CMA solely as a result of the
execution and delivery by CMA of the Transaction Documents to which it is a party or the
performance by CMA of its obligations thereunder.



          11. Sentech has been duly incorporated and is validly existing in good standing as a
corporation under the General Corporation Law.



          12. Under the Sentech Certificate, the Sentech Bylaws and the General Corporation Law, Sentech
has all necessary corporate power and authority to execute and deliver, and to perform its
obligations under, the Transaction Documents to which it is a party.



          13. Under the Sentech Certificate, the Sentech Bylaws, the Sentech Resolutions and the
General Corporation Law, the execution and delivery by Sentech of the Transaction Documents to
which it is a party, and the performance by Sentech of its obligations thereunder, have been duly
authorized by all necessary corporate action on the part of Sentech.



          14. The execution, delivery and performance by Sentech of the Transaction Documents to which
it is a party do not violate (i) the Sentech Certificate or the Sentech Bylaws, or (ii) the General
Corporation Law.



          15. No authorization, consent, approval or order of any Delaware court or any Delaware
governmental or administrative body is required to be obtained by Sentech solely as a result of the
execution and delivery by Sentech of the Transaction Documents to which it is a party or the
performance by Sentech of its obligations thereunder.



          16. The Parent has been duly incorporated and is validly existing in good standing as a
corporation under the General Corporation Law.



          17. Under the Parent Certificate, the Parent Bylaws and the General Corporation Law, the
Parent has all necessary corporate power and authority to execute and deliver, and to perform its
obligations under, the Transaction Documents to which it is a party.



          18. Under the Parent Certificate, the Parent Bylaws, the Parent Resolutions


 









 











To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 7



and the General Corporation Law, the execution and delivery by the Parent of the Transaction
Documents to which it is a party, and the performance by the Parent of its obligations thereunder,
have been duly authorized by all necessary corporate action on the part of the Parent.




          19. The execution, delivery and performance by the Parent of the Transaction Documents to
which it is a party do not violate (i) the Parent Certificate or the Parent Bylaws, or (ii) the
General Corporation Law.



          20. No authorization, consent, approval or order of any Delaware court or any Delaware
governmental or administrative body is required to be obtained by the Parent solely as a result of
the execution and delivery by the Parent of the Transaction Documents to which it is a party or the
performance by the Parent of its obligations thereunder.



          The opinions expressed above are subject to the following additional assumptions,
qualifications, limitations and exceptions:



          A. The opinions expressed in paragraphs 4, 9, 14 and 19 above are subject to the effect of (i)
bankruptcy, insolvency, moratorium, receivership, reorganization, liquidation, fraudulent
conveyance and transfer and other similar laws relating to or affecting the rights and remedies of
creditors generally, (ii) principles of equity (regardless of whether considered and applied in a
proceeding in equity or at law), (iii) the effect of applicable public policy with respect to
provisions relating to indemnification, exculpation or contribution, and (iv) judicial imposition
of an implied covenant of good faith and fair dealing.



          B. We note that notwithstanding any covenants to the contrary contained in the Transaction
Documents: (i) the stockholders of any of the Corporations may dissolve such Corporation under
Section 275(c) of the General Corporation Law upon the consent of all the stockholders entitled to
vote thereon; (ii) a stockholder owning at least 90% of the outstanding shares of each class of
stock of any of the Corporations entitled to vote thereon may effect a merger with such Corporation
under Sections 253 or 267 of the General Corporation Law; and (iii) the stockholders of any of the
Corporations may amend the bylaws of such Corporation.



          C. We note that in connection with the transactions contemplated by
the Transaction Documents, the Merger Sub has merged with and into SRA (the
“Merger”), such Merger being effective as of the date hereof but prior to the
delivery of this opinion. Accordingly, the opinions expressed above are rendered
subsequent to the effective time of the Merger.



          We understand that you will rely as to matters of Delaware law upon this opinion in connection
with the transactions contemplated by the Transaction Documents. In addition, your successors and
assigns may rely as to matters of Delaware law upon this opinion in connection with the matters set
forth herein, subject to the understanding that the opinions rendered herein are given on the date
hereof and such opinions are rendered only with respect to



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 8



facts existing on the date hereof and laws, rules and regulations currently in effect. In
connection with the foregoing, we hereby consent to your and your successors’ and assigns’ relying
as to matters of Delaware law upon this opinion. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any other Person for
any purpose, except that you may furnish copies hereof for informational purposes only (i) pursuant
to order or legal process of any court of competent jurisdiction or any governmental authority
having jurisdiction over you, or (ii) as otherwise required by applicable law, but no such other
Persons shall be entitled to rely upon this opinion.



Very truly yours,



SXL/EL/VRV





 









 








Schedule A



Citibank, N.A., as administrative agent



Citicorp North America Inc., as swingline lender and issuing bank



Each of the Lenders party to the Credit Agreement







 









 








[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]




July 20, 2011




To Each of the Persons Listed

on Schedule A Attached Hereto




          Re: SRA International, Inc.


Ladies and Gentlemen:




          We have acted as special Delaware counsel for SRA International, Inc., a Delaware corporation
(“SRA”), CMA Government Solutions, Inc., a Delaware corporation (“CMA”), and SENTECH Holdings,
Inc., a Delaware corporation (“SENTECH”), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.



          For purposes of giving the opinions hereinafter set forth, our examination of documents has
been limited to the examination of originals or copies of the following:



          (a) The Amended and Restated Certificate of Incorporation of SRA, dated May 29, 2002, as filed
in the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on May
29, 2002, as amended by the Certificate of Amendment of Amended and Restated Certificate of
Incorporation of SRA, dated October 28, 2009, as filed in the office of the Secretary of State on
October 28, 2009, and as further amended by the Certificate of Merger, dated July 20, 2011, as
filed in the office of the Secretary of State on July 20, 2011 (as so amended, the “SRA
Certificate”);



          (b) The Certificate of Incorporation of CMA, dated as of March 31, 2009, as filed in the
office of the Secretary of State on April 1, 2009, as amended by the Certificate of Change of
Registered Agent and/or Registered Office, dated August 17, 2010, as filed in the office of the
Secretary of State on August 18, 2010 (as so amended, the “CMA Certificate”);



          (c) The Certificate of Incorporation of SENTECH, dated as of March 31, 2009, as filed in the
office of the Secretary of State on April 1, 2009, as amended by the Certificate of Change of
Registered Agent and/or Registered Office, dated August 17, 2010, as filed in the office of the
Secretary of State on August 18, 2010 (as so amended, the “SENTECH Certificate”);



          (d) The Amended and Restated Certificate of Incorporation of Sterling Parent Inc., a Delaware
corporation (the “Parent”), dated July 19, 2011 (the “Parent Certificate”), as filed in the office
of the Secretary of State on July 19, 2011;



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 2




          (e) The Collateral Agreement, dated as of July 20, 2011 (the “Agreement”), among the Companies
(as defined below), the other Grantors (as defined therein) party thereto, and Citibank, N.A., a
national banking association, as administrative agent (the “Administrative Agent”);



          (f) The Copyright Security Agreement, dated as of July 20, 2011, between SRA and the
Administrative Agent;



          (g) The Patent Security Agreement, dated as of July 20, 2011, between SRA and the
Administrative Agent;



          (h) The Trademark Security Agreement, dated as of July 20, 2011, between SRA and the
Administrative Agent;



          (i) A financing statement on form UCC-1, naming SRA as debtor and the Administrative Agent as
secured party, in the form attached hereto and marked as Exhibit “A” (the “SRA Financing
Statement”), to be filed with the Secretary of State (Uniform Commercial Code Section) (the
“Division”);



          (j) A financing statement on form UCC-1, naming CMA as debtor and the Administrative Agent as
secured party, in the form attached hereto and marked as Exhibit “B” (the “CMA Financing
Statement”), to be filed with the Division;



          (k) A financing statement on form UCC-1, naming SENTECH as debtor and the Administrative Agent
as secured party, in the form attached hereto and marked as Exhibit “C” (the “SENTECH Financing
Statement”), to be filed with the Division;



          (l) A financing statement on form UCC-1, naming the Parent as debtor and the Administrative
Agent as secured party, in the form attached hereto and marked as Exhibit “D” (the “Parent
Financing Statement”), to be filed with the Division; and



          (m) A Good Standing Certificate for each of the Companies (as defined below), dated July 20,
2011, obtained from the Secretary of State.



          Initially capitalized terms used herein and not otherwise defined are used as defined in the
Agreement. SRA, CMA, SENTECH and the Parent are hereinafter referred to collectively as the
“Companies.” The SRA Certificate, the CMA Certificate, the SENTECH Certificate and the Parent
Certificate are hereinafter referred to collectively as the “Certificates.” The SRA Financing
Statement, the CMA Financing Statement, the SENTECH Financing Statement and the Parent Financing
Statement are hereinafter referred to collectively as the “Financing Statements.”



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 3




          For purposes of this opinion, we have not reviewed any documents other than the documents
listed in paragraphs (a) through (m) above. In particular, we have not reviewed any document (other
than the documents listed in paragraphs (a) through (m) above) that is referred to in or
incorporated by reference into any document reviewed by us. We have assumed that there exists no
provision in any document that we have not reviewed that is inconsistent with the opinions stated
herein. We have conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects.



          With respect to all documents examined by us, we have assumed that (i) all signatures on
documents examined by us are genuine, (ii) all documents submitted to us as originals are
authentic, and (iii) all documents submitted to us as copies conform with the original copies of
those documents.



          For purposes of this opinion, we have assumed (i) that none of the Certificates has been
amended and that no such amendment is pending or has been proposed, (ii) that each of the Companies
is organized solely under the laws of the State of Delaware, (iii) that there are no proceedings
pending or contemplated for (A) the merger, consolidation, conversion, dissolution, liquidation or
termination of any of the Companies, or (B) any of the Companies’ transfer to or domestication in
any other jurisdiction, (iv) that none of the Companies has changed its name, whether by amendment
of its organizational documents, by reorganization or otherwise, within the last four months, (v)
the due organization, due formation or due creation, as the case may be, and valid existence in
good standing of each party to the documents examined by us under the laws of the jurisdiction
governing its organization, formation or creation, (vi) the legal capacity of natural persons who
are signatories to the documents examined by us, (vii) that each of the parties to the documents
examined by us has the power and authority to execute and deliver, and to perform its obligations
under, such documents, (viii) the due authorization, execution and delivery by all parties thereto
of all documents examined by us, and (ix) that each of the documents examined by us constitutes a
valid and binding agreement of the parties thereto, and is enforceable against the parties thereto,
in accordance with its terms. In addition, we assume no responsibility for the filing of the
Financing Statements (or any continuation statements or amendments with respect thereto) with the
Division or any other governmental office or agency.



          This opinion is limited to the laws of the State of Delaware (excluding the insurance,
securities and blue sky laws of the State of Delaware), and we have not considered and express no
opinion on the laws of any other jurisdiction, including federal laws (including federal bankruptcy
law) and rules and regulations relating thereto. Our opinions are rendered only with respect to
Delaware laws and rules, regulations and orders thereunder that are currently in effect.



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 4




          Based upon the foregoing, and upon our examination of such questions of law and statutes of
the State of Delaware as we have considered necessary or appropriate, and subject to the
assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion
that:



          1. Each of the Financing Statements is in an appropriate form for filing with the Division.



          2. Insofar as Article 9 of the Uniform Commercial Code as in effect in
the State of Delaware on the date hereof (the “Delaware UCC”) is applicable (without regard to conflict
of laws principles), upon the filing of the Financing Statements with the Division, the
Administrative Agent for the benefit of the Secured Parties will have a perfected security interest
in the Companies’ rights in that portion of the Collateral in which a security interest may be
perfected by the filing of a UCC financing statement with the Division (the “Filing Collateral”)
and the proceeds (as defined in Section 9-102(a)(64) of the Delaware UCC) thereof.



          The opinions expressed above are subject to the following additional assumptions,
qualifications, limitations and exceptions:



          A. We have assumed that (i) each of the Companies has sufficient rights in the Collateral and
has received sufficient value and consideration in connection with the security interests granted
under the Agreement for the security interests of the Administrative Agent to attach, and we
express no opinion as to the nature or extent of any of the Companies’ rights in, or title to, any
portion of the Collateral, and (ii) the Agreement reasonably identifies the Collateral.
Accordingly, we have assumed that the security interests in the Filing Collateral and the proceeds
(as defined in Section 9-102(a)(64) of the Delaware UCC) thereof have been duly created and have
attached. In addition, we have assumed that none of the Collateral consists of a type of collateral
described in Section 9-501(a)(1) of the Delaware UCC. Further, we have assumed that the Companies
have authorized the filing of the Financing Statements with the Division.



          B. The opinions set forth above are limited to Article 9 of the Delaware UCC, and therefore
such opinions do not address (i) laws of jurisdictions other than the State of Delaware, and of the
State of Delaware except for Article 9 of the Delaware UCC, (ii) collateral of a type not subject
to Article 9 of the Delaware UCC, and (iii) what law governs perfection of the security interests
granted in the collateral covered by this opinion.



          C. We note that further filings under the Delaware UCC may be necessary to preserve and
maintain (to the extent established and perfected by the filing of each of the Financing Statements
as described herein) the perfection of the security interests of the Administrative Agent in the
Filing Collateral, including, without limitation, the following:



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 5




               (i) appropriate continuation filings to be made within the period of six months prior to the
expiration of five year anniversary dates from the date of the original filing of each of the
Financing Statements;



               (ii) filings required with respect to proceeds of collateral under Section 9-315(d) of the
Delaware UCC;



               (iii) filings required within four months of the change of name, identity or structure made by
or with respect to any of the Companies, to the extent set forth in Sections 9-507 and 9-508 of the
Delaware UCC;



               (iv) filings required within four months of a change by any of the Companies of its location
to another jurisdiction, to the extent set forth in Sections 9-301 and 9-316 of the Delaware UCC;
and



               (v) filings required within one year after the transfer of collateral to a person or entity
that becomes a debtor and is located in another jurisdiction, to the extent set forth in Section
9-316 of the Delaware UCC.



          D. We do not express any opinion as to the perfection of any security interest in any portion
of the Collateral in which a security interest cannot be perfected by the filing of a financing
statement with the Division. In addition, no opinion is expressed herein concerning (i) any
collateral other than the Filing Collateral and the proceeds (as defined in Section 9-102(a)(64) of
the Delaware UCC) thereof, (ii) any portion of the Filing Collateral that constitutes a “commercial
tort claim” (as defined in Section 9-102(a)(13) of the Delaware UCC), (iii) any consumer
transaction, or (iv) any security interest in goods covered by a certificate of title statute.
Further, we do not express any opinion as to the perfection of any security interest in (i) Filing
Collateral acquired by any of the Companies after the date hereof, or (ii) proceeds (as defined in
Section 9-102(a)(64) of the Delaware UCC) of the Filing Collateral, except to the extent that such
proceeds consist of cash proceeds (as defined in Section 9-102(a)(9) of the Delaware UCC) that are
identifiable cash proceeds (as contemplated by Sections 9-315(b) and (d) of the Delaware UCC),
subject, however, to the limitations of Section 9-315 of the Delaware UCC.



          E. We do not express any opinion as to the priority of any security interest.



          F. We call to your attention that under the Delaware UCC, actions taken by a secured party
(e.g., releasing or assigning the security interest, delivering possession of the collateral to the
debtor or another person and voluntarily subordinating a security interest) may affect the validity
or perfection of a security interest.



          G. The opinion expressed in paragraph 2 above is subject to the effect of (i) bankruptcy,
insolvency, moratorium, receivership, reorganization, liquidation, fraudulent



 









 





To Each of the Persons Listed

on Schedule A Attached Hereto

July 20, 2011

Page 6



conveyance and transfer and other similar laws relating to or affecting the rights and remedies of
creditors generally, and (ii) principles of equity (regardless of whether considered and applied in
a proceeding in equity or at law).




          We understand that you will rely as to matters of Delaware law upon this opinion in connection
with the transactions contemplated by the Agreement. We further understand that your successors and
assigns (including, without limitation, any trustee in connection with a securitization) and any
rating agency may rely as to matters of Delaware law upon this opinion in connection with the
matters set forth herein. In connection with the foregoing, we hereby consent to your, your
successors’ and assigns’ (including, without limitation, any trustee in connection with a
securitization) and any such rating agency’s relying as to matters of Delaware law upon this
opinion, subject to the understanding that the opinions rendered herein are given on the date
hereof and such opinions are rendered only with respect to facts existing on the date hereof and
laws, rules and regulations currently in effect. Except as stated above, without our prior written
consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or
entity for any purpose; except that you may furnish copies hereof for informational purposes only
(i) pursuant to order or legal process of any court of competent jurisdiction or any governmental
authority having jurisdiction over you, or (ii) as otherwise required by applicable law, but no
such other persons or entities shall be entitled to rely upon this opinion.


Very truly yours,



EAS/VRV





 









 








Schedule A 



Citibank, N.A., as administrative agent



Citicorp North America Inc., as swingline lender and issuing bank



Each of the Lenders (as defined in the Credit Agreement) party to the Credit Agreement



Each of the Companies





 











 





EXHIBIT F-3




Form of Opinion of McGuireWoods LLP 



July 20, 2011



Each of the Lender Parties

   referenced below




SRA International, Inc.



Ladies and Gentlemen:




          We have acted as special Virginia counsel to SRA International, Inc., a Delaware corporation
(“SRA”), and to the companies identified on Schedule I attached hereto
(collectively, the “Virginia Guarantors” and each, individually, a “Virginia Guarantor”) in
connection with the transactions (collectively, the “Transactions”) to be consummated on
the date hereof pursuant to the Credit Agreement dated as of July 20, 2011 (the “Credit
Agreement”) among Sterling Parent Inc., a Delaware corporation (the “Parent”), Sterling
Merger Inc., a Delaware corporation (to be merged with and into SRA on the date hereof with SRA as
the survivor) (the “Borrower”), the Lenders party to the Credit Agreement as of the date
hereof (collectively, the “Lenders” and each, individually, a “Lender”), and
Citibank, N.A., as administrative agent (in such capacity, the “Agent”). (The Borrower and
the Virginia Guarantors are referred to, collectively, as the “Borrower Parties” and each,
individually, as a “Borrower Party”.) This opinion letter is furnished to you pursuant to
Section 4.01(b) of the Credit Agreement. Unless otherwise defined herein, terms used herein have
the meanings provided for in the Credit Agreement.



Documents Reviewed 



          In connection with this opinion letter, we have examined the following documents, each of
which is dated as of the date of the Credit Agreement unless otherwise indicated:



          (a) the executed Credit Agreement; provided, however, we have not reviewed any provisions or
parts of the Credit Agreement or any attachments thereto except for the definitions contained in
the Credit Agreement, which definitions are of capitalized terms that are used in the Collateral
Agreement or the Guarantee Agreement (as each such term is defined below);



          (b) the Collateral Agreement (the “Collateral Agreement”) among the Parent, SRA, the
Agent and the other Grantors (as defined in the Collateral Agreement) from time to time party
thereto;



1









 





          (c) the Master Guarantee Agreement (the “Guarantee Agreement”) among the Parent, SRA,
the Agent and the Subsidiary Guarantors (as defined in the Guarantee Agreement) identified therein;



          (d) the Copyright Security Agreement among Systems Research and Applications Corporation
(“SRAC”) and the Agent (the “Copyright Agreement”); and



          (e) the Patent Security Agreement among SRAC and the Agent (the “SRAC Patent
Agreement”);



          (f) the Patent Security Agreement among Platinum Solutions, Inc. (“Platinum”) and the
Agent (the “Platinum Patent Agreement”; the Copyright Agreement, the SRAC Patent Agreement
and the Platinum Patent Agreement, collectively, the “IP Agreements”).


The documents referred to in clauses (a) through (f) above are referred to collectively as
the “Subject Documents” and each, individually, as a “Subject Document”.





In addition, we have examined and relied upon the following:




          (i) with respect to each Virginia Guarantor, a certificate from a Responsible
Officer of such Virginia Guarantor certifying in each instance as to (A) true and
correct copies of the articles of incorporation certified by the State Corporation
Commission of Virginia (the “SCC”) and bylaws of such Virginia Guarantor
(the “Organizational Documents”) and resolutions of the board of directors
of such Virginia Guarantor authorizing the Transactions and (B) the incumbency and
specimen signature(s) of the individual(s) authorized to execute and deliver the
Subject Documents on behalf of such Virginia Guarantor;




          (ii) with respect to each of SRAC, Perrin Quarles Associates, Inc., and
Touchstone Consulting Group, Inc., a certificate dated July 7, 2011, and with
respect to Platinum, a certificate dated June 7, 2011, issued by the SCC, attesting
to the corporate status of such Virginia Guarantor in the Commonwealth of Virginia
(collectively, the “Status Certificates” and each, individually, a
“Status Certificate”);




          (iii) with respect to each Virginia Guarantor , an unfiled copy of a UCC-1
Financing Statement (collectively, the “Financing Statements” and each,
individually, a “Financing Statement”) naming such Virginia Guarantor, as
debtor, and naming the Agent, as secured party, to be filed in the Office of the
Clerk of the SCC (the “UCC Filing Office”); and




          (iv) originals, or copies identified to our satisfaction as being true copies,
of such other records, documents and instruments as we have deemed necessary for
the purposes of this opinion letter.




As used herein, the following terms have the respective meanings set forth below:



2









 






“Applicable Law” means the laws of the Commonwealth of Virginia.



          “Lender Parties” means, collectively, the Agent, the Lenders, the Swingline Lender (as
defined in the Credit Agreement) and the Issuing Bank (as defined in the Credit Agreement) and
each, individually, shall be referred to as a “Lender Party.”



          “New York UCC” means the Uniform Commercial Code as in effect on the date hereof in
the State of New York.



          ”Virginia UCC” means the Uniform Commercial Code as in effect on the date hereof in the
Commonwealth of Virginia.



          References herein to articles and sections of the New York UCC or the Virginia UCC are based
on the article numbers and section numbers in the Official Text of the Uniform Commercial Code (as
promulgated by the American Law Institute and the National Conference of Commissioners on Uniform
State Laws) and shall be deemed to refer to the corresponding provisions of the New York UCC and
the Virginia UCC, as applicable.



Assumptions Underlying Our Opinions 



          For all purposes of the opinions expressed herein, we have assumed, without independent
investigation, the following.



          (a) Factual Matters. To the extent that we have reviewed and relied upon (i)
certificates of any Borrower Party or authorized representatives thereof, (ii) representations of
any Borrower Party set forth in the Subject Documents and (iii) certificates and assurances from
public officials, all of such certificates, representations and assurances are accurate with regard
to factual matters and all official records (including filings with public authorities) are
properly indexed and filed and are accurate and complete.



          (b) Signatures. The signatures of individuals signing the Subject Documents on behalf
of the Virginia Guarantors are genuine.



          (c) Authentic and Conforming Documents. All documents submitted to us as originals are
authentic, complete and accurate, and all documents submitted to us as copies conform to authentic
original documents.



          (d) Other Information/Property Descriptions. With respect to our opinions in
Paragraph 6, the completeness, sufficiency and accuracy (i) of the name and address of the
Agent contained in the Subject Documents and (ii) of the descriptions of the Subject Collateral
contained in the Subject Documents to the extent the Subject Collateral is not described therein by
reference to specific types or categories set forth in Article 9 of the Virginia UCC and the
Article 9 of the New York UCC.



          (e) Value; Rights in the Article 9 Collateral. With respect to our opinion in
Paragraph 6, (i) value has been given for the security interests created under the
Collateral Agreement and the IP Agreements, (ii) the Virginia Guarantors have rights in the
collateral



3









 




described therein in which a security interest may be created under Article 9 of the New York UCC
(the “Article 9 Collateral”), or the power to transfer rights in the Article 9 Collateral
sufficient to grant a security interest therein, and (iii) the Collateral Agreement and the IP
Agreements are effective to create, and have created, a valid and enforceable security interest in
the Article 9 Collateral under Article 9 of the New York UCC.




          (f) Transmitting Utility. None of the Virginia Guarantors is a “transmitting utility”
as defined in Section 9-102 of the Virginia UCC.



Our Opinions 



          Based on and subject to the foregoing and the exclusions, qualifications, limitations and
other assumptions set forth in this opinion letter, we are of the opinion that:



          1. Organizational Status. Based solely upon its
Status Certificate, each Virginia Guarantor is a validly existing corporation
under the laws of the Commonwealth of Virginia, and is in good standing under
such laws, as of the date set forth in its Status Certificate.



          2. Power and Authority; Authorization. Each Virginia Guarantor has the corporate
power and authority to execute, deliver and perform the terms and provisions of each Subject
Document to which it is party and has taken all necessary corporate action to authorize the
execution, delivery and performance thereof.



          3. Execution
and Delivery. Each Virginia Guarantor has duly executed and delivered each
Subject Document to which it is a party.



          4. Noncontravention. Neither the execution and
delivery by any Virginia Guarantor of any Subject Document to which it is a
party, nor the performance by such Virginia Guarantor of its obligations
thereunder (a) violates any provision of the Organizational Documents of such
Virginia Guarantor or (b) violates any present statute or regulation of the
Commonwealth of Virginia applicable to such Virginia Guarantor.



          5. Governmental Approvals. No consent, approval or authorization of, or filing with,
any governmental authority of the Commonwealth of Virginia that, in each case, is applicable to any
Virginia Guarantor is required for the due execution and delivery by such Virginia Guarantor of any
Subject Document to which it is a party or the consummation by such Virginia Guarantor of the
Transactions to be consummated on the date hereof except (i) in each case as have previously been
made or obtained, (ii) filings and recordings which are necessary to perfect the liens and security
interests granted under Subject Documents and (iii) filings, discharges and releases which are
necessary to release liens and security interests not permitted by the Subject Documents.



          6. Article 9 Collateral. Assuming that the Financing Statements have been duly
submitted for filing in the UCC Filing Office with the appropriate filing fee tendered, or duly
accepted for filing by the UCC Filing Office, the Agent, for the benefit of the Secured Parties (as
defined in the Collateral Agreement), will have a perfected security interest in those items of the
Article 9 Collateral described in the Financing Statements in which a security interest may be



4









 




perfected under Article 9 of the Virginia UCC by the filing of a financing statement in the UCC
Filing Office.




Matters Excluded from Our Opinions 




We express no opinion with respect to the following matters:



          (a) Enforceability. The validity, binding effect or enforceability of the Subject
Documents.



          (b) Certain Laws. The following laws, and regulations promulgated thereunder, and the
effect of such laws and regulations on the opinions expressed herein: Federal laws; securities and
Blue Sky laws; antifraud, derivatives and commodities laws; banking laws; anti-terrorism laws; laws
governing embargoed persons; anti-money laundering laws; truth-in-lending laws; equal credit
opportunity laws; consumer protection laws; pension and employee benefit laws; tax laws; health and
occupational safety laws; environmental laws; building codes and zoning, subdivision and other laws
governing the development, use and occupancy of real property; antitrust and unfair competition
laws; laws governing specially regulated industries (such as communications, energy, gaming,
healthcare, insurance and utilities) or specially regulated products or services (such as alcohol,
drugs, food and radioactive materials).



          (c) Local Ordinances. The ordinances, statutes, administrative decisions, orders,
rules and regulations of any municipality, county, special district or other political subdivision
of the Commonwealth of Virginia.



          (d) Title; Priority; Security Interests. Any person’s ownership rights in or title to,
or priority of any security interest in or lien on or with respect to, any property or assets
forming any part of the Article 9 Collateral or any other property or assets described in the
Subject Documents, the description or location of any property, or the creation, validity,
perfection (except as expressly stated in Paragraph 6 of this opinion letter) or
enforceability of any security interest or lien therein.



          (e) Perfection of Security Interest in Certain Types of Collateral. The perfection of
any security interest granted in or in respect of (i) any policy of insurance, receivable due from
any government or agency thereof, consumer good, commercial tort claim or account resulting from
the sale of any of the foregoing, (ii) any other property or asset, the creation of a security
interest in which is excluded from the coverage of Article 9 of the New York UCC, (iii) real
property, fixtures, any equipment used in farming operations, farm products, crops, timber to be
cut, as-extracted collateral or rights therein, inventory which is subject to any negotiable
document of title (such as any negotiable bill of lading or warehouse receipt), beneficial interest
in a trust, letter of credit, or account resulting from the sale of any of the foregoing, (iv) any
“know how”, copyright, patent, trademark, service mark, license, trade secret, trade name or other
intellectual property or rights therein (except as expressly provided in our opinion in
Paragraph 6), or (v) any other property or asset, the perfection of a security interest in
which is excluded from the coverage of Article 9 of the Virginia UCC, including such property or
asset, the perfection of a security interest in which is subject to (A) a statute or treaty of the



5









 




United States which provides for a national or international registration or a national or
international certificate of title for the perfection or recordation of a security interest therein
or which specifies a place of filing different from that specified in the Virginia UCC for filing
to perfect or record such security interest, (B) a certificate of title statute or (C) any laws
other than Applicable Laws.




Qualifications and Limitations Applicable to Our Opinions 



          The opinions set forth above are subject to the following qualifications and limitations:



          (a) Applicable Law. Our opinions are limited to the Applicable Law, and we do not
express any opinion concerning any other law.



          (b) Bankruptcy. Our opinions are subject to the effect of any applicable bankruptcy,
insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and
equitable subordination), reorganization, moratorium and other similar laws affecting creditors’
rights generally.



          (c) Equitable Principles. Our opinions are subject to the effect of general
principles of equity (regardless of whether considered in a proceeding in equity or at law),
including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing.



          (d) Noncontravention and Government Approvals. Our opinions expressed in
paragraphs 4(b) and 5 are limited to our review of only those laws and regulations
that, in our experience, are normally applicable to transactions of the type contemplated by the
Subject Documents and to business organizations generally.



          (e) Incorporated Documents. The foregoing opinions do not relate to (and we have not
reviewed) any documents or instruments other than the Subject Documents, and we express no opinion
as to (i) such other documents or instruments (including, without limitation, any documents or
instruments referenced or incorporated in any of the Subject Documents), (ii) the interplay between
the Subject Documents and any such other documents and instruments, or (iii) any schedule, exhibit,
appendix or like supplemental document referred to as attached to any Subject Document if so
attached or in any manner altered after our review of such document.



          (f) Security Interest in Proceeds. The continuation and perfection of the Agent’s
security interest in the proceeds of the Article 9 Collateral are limited to the extent set forth
in Section 9-315 of the Virginia UCC.



          (g) Actions to Continue Effectiveness. We express no opinion as to any actions that
may be required to be taken periodically under the Virginia UCC or any other law for the
effectiveness of any financing statements, or the validity or perfection of any security interest,
to be maintained.



          (h) Property Acquired after Commencement of Bankruptcy Case. In the case of property
which becomes part of the Article 9 Collateral after the date hereof, Section 552 of



6









 




the
Bankruptcy Reform Act of 1978, as amended (the “Bankruptcy
Code”) limits the extent to which
property acquired by a debtor after the commencement of a case under the Bankruptcy Code may be
subject to a security interest arising from a security agreement entered into by the debtor before
the commencement of such case.




          (i) After-acquired Property as Voidable Preference. In the case of property which
becomes part of the Article 9 Collateral after the date hereof, Section 547 of the Bankruptcy Code
provides that a transfer is not made until the debtor has rights in the property transferred, so a
security interest in after-acquired property which is security for other than a contemporaneous
advance may be treated as a voidable preference under the conditions (and subject to the
exceptions) provided by Section 547 of the Bankruptcy Code.



          (j) Rights of Third Parties in Certain Collateral. The rights of the Agent with
respect to Article 9 Collateral consisting of accounts, instruments, licenses, leases, contracts or
other agreements will be subject to the claims, rights and defenses of the other parties thereto
against the Virginia Guarantors.



          (k) Licenses or Permits as Collateral. In the case of any Article 9 Collateral
consisting of licenses, permits or similar rights issued or granted by governmental authorities or
other persons or entities, applicable law or the terms of such licenses, permits or other rights
may not permit the assignment or transfer of such licenses, permits or rights, or the Virginia
Guarantors may not have sufficient rights therein for the security interest of the Agent to attach
and, even if the Virginia Guarantors have sufficient rights for the security interest of the Agent
to attach, the exercise of remedies may be limited by the terms of the license, permit or other
right or require the consent of the governmental authority or other person or entity issuing such
license, permit or other right.



          (l) Collateral Evidenced by Instruments. We note that, if any of the Article 9
Collateral is evidenced by instruments or tangible chattel paper or any other property in which a
security interest may be perfected by taking possession (in each case as defined, and as provided
for, in the Virginia UCC), the local law of the jurisdiction where such property is located will
govern the perfection and priority of a possessory security interest in such property and the
effect of perfection or non-perfection of a non-possessory security interest in such property.



          (m) Commercial Tort Claims. A description of a commercial tort claim only by type of
collateral is not sufficient reasonably to identify such collateral under Section 9-108(e) of the
New York UCC or the Virginia UCC.



          (n) Other UCC Limitations. Such opinions may also be limited by Sections 9-316 through
9-321, 9-323, 9-330, 9-331, 9-332, 9-335, 9-336 and 9-338 of the Virginia UCC.



          (o) Certain Information regarding the Virginia Guarantors. With respect to our
opinions in Paragraph 6, we have relied solely on the Status Certificates and the certified
copies of the Organizational Documents in determining the name, type of organization and
jurisdiction of organization of the Virginia Guarantors.



7









 





          (p) IP Agreements. We express no opinion to the extent federal law may supersede the
Virginia UCC with respect to the perfection of a security interest in the collateral described in
the IP Agreements, the Collateral Agreement or any “know how”, copyright, patent, trademark,
service mark, license, trade secret, trade name or other intellectual property or rights therein.



Miscellaneous 



          The foregoing opinions are being furnished only to the Lender Parties and only for the purpose
referred to in the first paragraph of this opinion letter, and this opinion letter is not to be
furnished to any other person or entity or used or relied upon by any other person or for any other
purpose without our prior written consent. At your request, we hereby consent to (x) reliance
hereon by any future assignee of any Lender’s interest in the loans under the Credit Agreement
pursuant to an assignment that is made and consented to in accordance with the express provisions
of Section 9.04 of the Credit Agreement, on the condition and understanding that (i) this letter
speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this
letter, to consider its applicability or correctness to any person other than its addressee(s), or
to take into account changes in law, facts or any other developments of which we may later become
aware, and (iii) any such reliance by a future assignee must be actual and reasonable under the
circumstances existing at the time of assignment, including any changes in law, facts or any other
developments known to or reasonably knowable by the assignee at such time and (y) the furnishing of
a copy of this opinion letter if required by law, a court of competent jurisdiction or any
governmental authority provided that no such court or governmental authority shall be entitled to
rely on this opinion letter.



          The opinions set forth herein are made as of the date hereof, and we assume no obligation to
supplement this opinion letter if any applicable laws change after the date hereof or if we become
aware after the date hereof of any facts that might change the opinions expressed herein. Headings
in this opinion letter are intended for convenience of reference only and shall not affect its
interpretation.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	 	 
	 	 	 



8









 






	 	 	 	 	 



Schedule I




Virginia Guarantors



	 	 	 	 	 
	Name	 	Type of Entity	 	Jurisdiction of Organization
	Systems Research and
Applications Corporation

	 	Corporation
	 	Virginia
	 
	 	 	 	 
	Touchstone Consulting Group,
Inc.

	 	Corporation
	 	Virginia
	 
	 	 	 	 
	Perrin Quarles Associates, Inc.

	 	Corporation
	 	Virginia
	 
	 	 	 	 
	Platinum Solutions, Inc.

	 	Corporation
	 	Virginia






9









 






EXHIBIT F-3 (cont.)




Form of Opinion of McGuireWoods LLP 



July 20, 2011



Each of the Lender Parties

   referenced below




SRA International, Inc. 


Ladies and Gentlemen:




          We have acted as special North Carolina counsel to SRA International, Inc., a Delaware
corporation (“SRA”), and to Constella Group, LLC, a North Carolina limited liability
company (the “North Carolina Guarantor”) in connection with the transactions (collectively,
the “Transactions”) to be consummated on the date hereof pursuant to the Credit Agreement
dated as of July 20, 2011 (the “Credit Agreement”) among Sterling Parent Inc., a Delaware
corporation (the “Parent”), Sterling Merger Inc., a Delaware corporation (to be merged with
and into SRA on the date hereof with SRA as the survivor) (the “Borrower”), the Lenders
party to the Credit Agreement as of the date hereof (collectively, the “Lenders” and each,
individually, a “Lender”), and Citibank, N.A., as administrative agent (in such capacity,
the “Agent”). (The Borrower and the North Carolina Guarantor are referred to, collectively,
as the “Borrower Parties” and each, individually, as a “Borrower Party”.) This
opinion letter is furnished to you pursuant to Section 4.01(b) of the Credit Agreement. Unless
otherwise defined herein, terms used herein have the meanings provided for in the Credit Agreement.



Documents Reviewed 



          In connection with this opinion letter, we have examined the following documents, each of
which is dated as of the date of the Credit Agreement unless otherwise indicated:



          (a) the executed Credit Agreement; provided, however, we have not reviewed any provisions or
parts of the Credit Agreement or any attachments thereto except for the definitions contained in
the Credit Agreement, which definitions are of capitalized terms that are used in the Collateral
Agreement or the Guarantee Agreement (as each such term is defined below);



          (b) the Collateral Agreement (the “Collateral Agreement”) among the Parent, SRA, the
Agent and the other Grantors (as defined in the Collateral Agreement) from time to time party
hereto; and



1









 





          (c) the Master Guarantee Agreement (the “Guarantee Agreement”) among the Parent, SRA,
the Agent and the Subsidiary Guarantors (as defined in the Guarantee Agreement) identified therein.


The documents referred to in clauses (a) through (c) above are referred to
collectively as the “Subject Documents” and each, individually, as a “Subject
Document”.





In addition, we have examined and relied upon the following:




          (i) with respect to the North Carolina Guarantor, a certificate from a
Responsible Officer of the North Carolina Guarantor certifying as to (A) true and
correct copies of the articles of incorporation certified by the Secretary of State
of North Carolina and bylaws of the North Carolina Guarantor (the
“Organizational Documents”) and resolutions of the board of directors of
the North Carolina Guarantor authorizing the Transactions and (B) the incumbency
and specimen signature(s) of the individual(s) authorized to execute and deliver
the Subject Documents on behalf of the North Carolina Guarantor;




          (ii) with respect to the North Carolina Guarantor, a certificate dated July
11, 2011, issued by the Secretary of State of North Carolina, attesting to the
corporate status of the North Carolina Guarantor in the State of North Carolina
(the “Status Certificate”);




          (iii) with respect to the North Carolina Guarantor , an unfiled copy of a
UCC-1 Financing Statement (the “Financing Statement”) naming the North
Carolina Guarantor, as debtor, and naming the Agent, as secured party, to be filed
with the Secretary of State of North Carolina (the “UCC Filing Office”);
and




          (iv) originals, or copies identified to our satisfaction as being true copies,
of such other records, documents and instruments as we have deemed necessary for
the purposes of this opinion letter.




As used herein, the following terms have the respective meanings set forth below:




“Applicable Law” means the laws of the State of North Carolina.



          “Lender Parties” means, collectively, the Agent, the Lenders, the Swingline Lender (as
defined in the Credit Agreement) and the Issuing Bank (as defined in the Credit Agreement) and
each, individually, shall be referred to as a “Lender Party.”



          “New York UCC” means the Uniform Commercial Code as in effect on the date hereof in
the State of New York.



          “North Carolina UCC” means the Uniform Commercial Code as in effect on the date hereof
in the State of North Carolina.



2









 





          References herein to articles and sections of the New York UCC or the North Carolina UCC are
based on the article numbers and section numbers in the Official Text of the Uniform Commercial
Code (as promulgated by the American Law Institute and the National Conference of Commissioners on
Uniform State Laws) and shall be deemed to refer to the corresponding provisions of the New York
UCC and the North Carolina UCC, as applicable.



Assumptions Underlying Our Opinions 



          For all purposes of the opinions expressed herein, we have assumed, without independent
investigation, the following.



          (a) Factual Matters. To the extent that we have reviewed and relied upon (i)
certificates of any Borrower Party or authorized representatives thereof, (ii) representations of
any Borrower Party set forth in the Subject Documents and (iii) certificates and assurances from
public officials, all of such certificates, representations and assurances are accurate with regard
to factual matters and all official records (including filings with public authorities) are
properly indexed and filed and are accurate and complete.



          (b) Signatures. The signatures of individuals signing the Subject Documents on behalf
of the North Carolina Guarantor are genuine.



          (c) Authentic and Conforming Documents. All documents submitted to us as originals are
authentic, complete and accurate, and all documents submitted to us as copies conform to authentic
original documents.



          (d) Other Information/Property Descriptions. With respect to our opinions in
Paragraph 6, the completeness, sufficiency and accuracy (i) of the name and address of the
Agent contained in the Subject Documents and (ii) of the descriptions of the Subject Collateral
contained in the Subject Documents to the extent the Subject Collateral is not described therein by
reference to specific types or categories set forth in Article 9 of the North Carolina UCC and the
Article 9 of the New York UCC.



          (e) Collateral Agreement. With respect to our opinion in Paragraph 6, (i)
value has been given for the security interests created under the Collateral Agreement, (ii) the
North Carolina Guarantor has rights in the collateral described therein in which a security
interest may be created under Article 9 of the New York UCC (the “Article 9 Collateral”),
or the power to transfer rights in the Article 9 Collateral sufficient to grant a security interest
therein, and (iii) the Collateral Agreement is effective to create, and has created, a valid and
enforceable security interest in the Article 9 Collateral under Article 9 of the New York UCC.



          (f) Transmitting Utility. The North Carolina Guarantor is not a “transmitting utility”
as defined in Section 9-102 of the North Carolina UCC.



Our Opinions 



          Based on and subject to the foregoing and the exclusions, qualifications, limitations and
other assumptions set forth in this opinion letter, we are of the opinion that:



3









 





          1. Organizational Status. Based solely upon its
Status Certificate, the North
Carolina Guarantor is a validly existing corporation under the laws of the State of North Carolina.



          2. Power and Authority; Authorization. The North Carolina Guarantor has the corporate
power and authority to execute, deliver and perform the terms and provisions of each Subject
Document to which it is party and has taken all necessary corporate action to authorize the
execution, delivery and performance thereof.



          3. Execution and Delivery. The North Carolina Guarantor has duly executed and
delivered each Subject Document to which it is a party.



          4. Noncontravention. Neither the execution and
delivery by the North Carolina
Guarantor of any Subject Document to which it is a party, nor the performance by the North Carolina
Guarantor of its obligations thereunder (a) violates any provision of the Organizational Documents
of the North Carolina Guarantor or (b) violates any present statute or regulation of the State of
North Carolina applicable to the North Carolina Guarantor.



          5. Governmental Approvals. No consent, approval or authorization of, or filing with,
any governmental authority of the State of North Carolina that, in each case, is applicable to the
North Carolina Guarantor is required for the due execution and delivery by the North Carolina
Guarantor of any Subject Document to which it is a party or the consummation by the North Carolina
Guarantor of the Transactions to be consummated on the date hereof except (i) in each case as have
previously been made or obtained, (ii) filings and recordings which are necessary to perfect the
liens and security interests granted under Subject Documents and (iii) filings, discharges and
releases which are necessary to release liens and security interests not permitted by the Subject
Documents.



          6. Article 9 Collateral. Assuming that the Financing Statements have been duly
submitted for filing in the UCC Filing Office with the appropriate filing fee tendered, or duly
accepted for filing by the UCC Filing Office, the Agent, for the benefit of the Secured Parties (as
defined in the Collateral Agreement), will have a perfected security interest in those items of the
Article 9 Collateral described in the Financing Statements in which a security interest may be
perfected under Article 9 of the North Carolina UCC by the filing of a financing statement in the
UCC Filing Office.



Matters Excluded from Our Opinions 




We express no opinion with respect to the following matters:



          (a) Enforceability. The validity, binding effect or enforceability of the Subject
Documents.



          (b) Certain Laws. The following laws, and regulations promulgated thereunder, and the
effect of such laws and regulations on the opinions expressed herein: Federal laws; securities and
Blue Sky laws; antifraud, derivatives and commodities laws; banking laws; anti-terrorism laws; laws
governing embargoed persons; anti-money laundering laws; truth-in-



4









 




lending laws; equal credit opportunity laws; consumer protection laws; pension and employee benefit
laws; tax laws; health and occupational safety laws; environmental laws; building codes and zoning,
subdivision and other laws governing the development, use and occupancy of real property; antitrust
and unfair competition laws; laws governing specially regulated industries (such as communications,
energy, gaming, healthcare, insurance and utilities) or specially regulated products or services
(such as alcohol, drugs, food and radioactive materials).




          (c) Local Ordinances. The ordinances, statutes, administrative decisions, orders,
rules and regulations of any municipality, county, special district or other political subdivision
of the State of North Carolina.



          (d) Title; Priority; Security Interests. Any person’s ownership rights in or title to,
or priority of any security interest in or lien on or with respect to, any property or assets
forming any part of the Article 9 Collateral or any other property or assets described in the
Subject Documents, the description or location of any property, or the creation, validity,
perfection (except as expressly stated in Paragraph 6 of this opinion letter) or
enforceability of any security interest or lien therein.



          (e) Perfection of Security Interest in Certain Types of Collateral. The perfection of
any security interest granted in or in respect of (i) any policy of insurance, receivable due from
any government or agency thereof, consumer good, commercial tort claim or account resulting from
the sale of any of the foregoing, (ii) any other property or asset, the creation of a security
interest in which is excluded from the coverage of Article 9 of the New York UCC, (iii) real
property, fixtures, any equipment used in farming operations, farm products, crops, timber to be
cut, as-extracted collateral or rights therein, inventory which is subject to any negotiable
document of title (such as any negotiable bill of lading or warehouse receipt), beneficial interest
in a trust, letter of credit, or account resulting from the sale of any of the foregoing, (iv) any
“know how”, copyright, patent, trademark, service mark, license, trade secret, trade name or other
intellectual property or rights therein, or (v) any other property or asset, the perfection of a
security interest in which is excluded from the coverage of Article 9 of the North Carolina UCC,
including such property or asset, the perfection of a security interest in which is subject to (A)
a statute or treaty of the United States which provides for a national or international
registration or a national or international certificate of title for the perfection or recordation
of a security interest therein or which specifies a place of filing different from that specified
in the North Carolina UCC for filing to perfect or record such security interest, (B) a certificate
of title statute or (C) any laws other than Applicable Laws.



Qualifications and Limitations Applicable to Our Opinions 



          The opinions set forth above are subject to the following qualifications and limitations:



          (a) Applicable Law. Our opinions are limited to the Applicable Law, and we do not
express any opinion concerning any other law.



5









 





          (b) Bankruptcy. Our opinions are subject to the effect of any applicable bankruptcy,
insolvency (including, without limitation, laws relating to preferences, fraudulent transfers and
equitable subordination), reorganization, moratorium and other similar laws affecting creditors’
rights generally.



          (c) Equitable Principles. Our opinions are subject to the effect of general
principles of equity (regardless of whether considered in a proceeding in equity or at law),
including, without limitation, concepts of materiality, reasonableness, good faith and fair
dealing.



          (d) Noncontravention and Government Approvals. Our opinions expressed in
paragraphs 4(b) and 5 are limited to our review of only those laws and regulations that, in
our experience, are normally applicable to transactions of the type contemplated by the Subject
Documents and to business organizations generally.



          (e) Incorporated Documents. The foregoing opinions do not relate to (and we have not
reviewed) any documents or instruments other than the Subject Documents, and we express no opinion
as to (i) such other documents or instruments (including, without limitation, any documents or
instruments referenced or incorporated in any of the Subject Documents), (ii) the interplay between
the Subject Documents and any such other documents and instruments, or (iii) any schedule, exhibit,
appendix or like supplemental document referred to as attached to any Subject Document if so
attached or in any manner altered after our review of such document.



          (f) Security Interest in Proceeds. The continuation and perfection of the Agent’s
security interest in the proceeds of the Article 9 Collateral are limited to the extent set forth
in Section 9-315 of the North Carolina UCC.



          (g) Actions to Continue Effectiveness. We express no opinion as to any actions that
may be required to be taken periodically under the North Carolina UCC or any other law for the
effectiveness of any financing statements, or the validity or perfection of any security interest,
to be maintained.



          (h) Property Acquired after Commencement of Bankruptcy Case. In the case of property
which becomes part of the Article 9 Collateral after the date hereof, Section 552 of the Bankruptcy
Reform Act of 1978, as amended (the “Bankruptcy Code”) limits the extent to which property
acquired by a debtor after the commencement of a case under the Bankruptcy Code may be subject to a
security interest arising from a security agreement entered into by the debtor before the
commencement of such case.



          (i) After-acquired Property as Voidable Preference. In the case of property which
becomes part of the Article 9 Collateral after the date hereof, Section 547 of the Bankruptcy Code
provides that a transfer is not made until the debtor has rights in the property transferred, so a
security interest in after-acquired property which is security for other than a contemporaneous
advance may be treated as a voidable preference under the conditions (and subject to the
exceptions) provided by Section 547 of the Bankruptcy Code.



6









 





          (j) Rights of Third Parties in Certain Collateral. The rights of the Agent with
respect to Article 9 Collateral consisting of accounts, instruments, licenses, leases, contracts or
other agreements will be subject to the claims, rights and defenses of the other parties thereto
against the North Carolina Guarantor.



          (k) Licenses or Permits as Collateral. In the case of any Article 9 Collateral
consisting of licenses, permits or similar rights issued or granted by governmental authorities or
other persons or entities, applicable law or the terms of such licenses, permits or other rights
may not permit the assignment or transfer of such licenses, permits or rights, or the North
Carolina Guarantor may not have sufficient rights therein for the security interest of the Agent to
attach and, even if the North Carolina Guarantor has sufficient rights for the security interest of
the Agent to attach, the exercise of remedies may be limited by the terms of the license, permit or
other right or require the consent of the governmental authority or other person or entity issuing
such license, permit or other right.



          (l) Collateral Evidenced by Instruments. We note that, if any of the Article 9
Collateral is evidenced by instruments or tangible chattel paper or any other property in which a
security interest may be perfected by taking possession (in each case as defined, and as provided
for, in the North Carolina UCC), the local law of the jurisdiction where such property is located
will govern the perfection and priority of a possessory security interest in such property and the
effect of perfection or non-perfection of a non-possessory security interest in such property.



          (m) Commercial Tort Claims. A description of a commercial tort claim only by type of
collateral is not sufficient reasonably to identify such collateral under Section 9-108(e) of the
New York UCC or the North Carolina UCC.



          (n) Other UCC Limitations. Such opinions may also be limited by Sections 9-316 through
9-321, 9-323, 9-330, 9-331, 9-332, 9-335, 9-336 and 9-338 of the North Carolina UCC.



          (o) Certain Information regarding the North Carolina Guarantor. With respect to our
opinions in Paragraph 6, we have relied solely on the Status Certificates and the certified
copies of the Organizational Documents in determining the name, type of organization and
jurisdiction of organization of the North Carolina Guarantor.



Miscellaneous 



          The foregoing opinions are being furnished only to the Lender Parties and only for the purpose
referred to in the first paragraph of this opinion letter, and this opinion letter is not to be
furnished to any other person or entity or used or relied upon by any other person or for any other
purpose without our prior written consent. At your request, we hereby consent to (x) reliance
hereon by any future assignee of any Lender’s interest in the loans under the Credit Agreement
pursuant to an assignment that is made and consented to in accordance with the express provisions
of Section 9.04 of the Credit Agreement, on the condition and understanding that (i) this letter
speaks only as of the date hereof, (ii) we have no responsibility or obligation to update this
letter, to consider its applicability or correctness to any person other than its



7









 




addressee(s), or to take into account changes in law, facts or any other developments of which we
may later become aware, and (iii) any such reliance by a future assignee must be actual and
reasonable under the circumstances existing at the time of assignment, including any changes in
law, facts or any other developments known to or reasonably knowable by the assignee at such time
and (y) the furnishing of a copy of this opinion letter if required by law, a court of competent
jurisdiction or any governmental authority provided that no such court or governmental authority
shall be entitled to rely on this opinion letter.




          The opinions set forth herein are made as of the date hereof, and we assume no obligation to
supplement this opinion letter if any applicable laws change after the date hereof or if we become
aware after the date hereof of any facts that might change the opinions expressed herein. Headings
in this opinion letter are intended for convenience of reference only and shall not affect its
interpretation.



	 	 	 	 	 
	 	Very truly yours,

 	 
	 	 	 
	 	 	 
	 	 	 
	 




8











 





EXHIBIT G




[FORM OF]




SENIOR PRIORITY LIEN INTERCREDITOR AGREEMENT



among



STERLING PARENT INC.,



SRA INTERNATIONAL, INC.,



the other Grantors party hereto,



CITIBANK, N.A.,



as Credit Agreement Collateral Agent for the Credit Agreement Secured Parties,



CITIBANK, N.A.,



as Authorized Representative for the Credit Agreement Secured Parties,



[           ]



as the Additional Senior Priority Collateral Agent,



[           ]



as the Initial Additional Authorized Representative,



and



each additional Authorized Representative from time to time party hereto



dated as of [              ], 20[      ]










 









 








     SENIOR PRIORITY LIEN INTERCREDITOR AGREEMENT, dated as of [             ], 20[              ] (as amended, restated,
amended and restated, extended, supplemented or otherwise modified from time to time, this
“Agreement”), among STERLING PARENT INC., a Delaware corporation (“Holdings”), SRA
INTERNATIONAL, INC., a Delaware corporation (the “Company”), the other Grantors (as defined
below) from time to time party hereto, CITI-BANK, N.A. (“Citi”), as collateral agent for
the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its
successors in such capacity, the “Credit Agreement Collateral Agent”), the
Administrative Agent, as Authorized Representative for the Credit Agreement Secured Parties (as
each such term is defined below), [             ], as collateral agent for the Additional Senior Priority
Secured Parties (as defined below) (in such capacity and together with its successors in such
capacity, the “Additional Senior Priority Collateral Agent”), [              ], as Authorized Representative for
the Initial Additional Senior Priority Secured Parties (as defined below) (in such capacity and
together with its successors in such capacity, the “Initial Additional Authorized
Representative”), and each additional Authorized Representative from time to time party hereto
for the other Additional Senior Priority Secured Parties of the Series (as defined below) with
respect to which it is acting in such capacity.



     In consideration of the mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, each Collateral Agent,
the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties), the
Initial Additional Authorized Representative (for itself and on behalf of the Initial Additional
Senior Priority Secured Parties) and each additional Authorized Representative (for itself and on
behalf of the Additional Senior Priority Secured Parties of the applicable Series) agree as
follows:



ARTICLE I



Definitions



     SECTION 1.01 Certain Defined Terms. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Initial Credit Agreement or, if defined in the New York
UCC, the meanings specified therein. As used in this Agreement, the following terms have the
meanings specified below:




“Additional Senior Class Debt” has the meaning assigned to such term in Section
5.13.



     “Additional Senior Class Debt Parties” has the meaning assigned to such term in
Section 5.13.



     “Additional Senior Class Debt Representative” has the meaning assigned to such term in
Section 5.13.



     “Additional Senior Priority Collateral Agent” has the meaning assigned to such term in
the introductory paragraph of this Agreement.



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     “Additional Senior Priority Documents” means, with respect to the Initial Additional
Senior Priority Obligations or any Series of Additional Senior Class Debt (other than any
indebtedness incurred under any Subsequent Credit Agreement Document), the notes, credit
agreements, indentures, security documents and other operative agreements evidencing or governing
such indebtedness and liens securing such indebtedness, including the Initial Additional Senior
Priority Documents and the Additional Senior Priority Security Documents and each other agreement
entered into for the purpose of securing the Initial Additional Senior Priority Obligations or any
Series of Additional Senior Class Debt (other than any indebtedness incurred under any Subsequent
Credit Agreement Document); provided that, in each case, the Indebtedness thereunder (other than
the Initial Additional Senior Priority Obligations) has been designated as Additional Senior
Priority Obligations pursuant to Section 5.13 hereto.



     “Additional Senior Priority Obligations” means all amounts owing to any Additional
Senior Priority Secured Party (including the Initial Additional Senior Priority Secured Parties)
pursuant to the terms of any Additional Senior Priority Document (including the Initial Additional
Senior Priority Documents), including, without limitation, all amounts in respect of any principal,
premium, interest (including any interest accruing subsequent to the commencement of a Bankruptcy
Case at the rate provided for in the respective Additional Senior Priority Document, whether or not
such interest is an allowed claim under any such proceeding or under applicable state, federal or
foreign law), penalties, fees, expenses, indemnifications, reimbursements, damages and other
liabilities, and guarantees of the foregoing amounts.



     “Additional Senior Priority Secured Party” means the holders of any Additional Senior
Priority Obligations and any Authorized Representative with respect thereto, and shall include the
Initial Additional Senior Priority Secured Parties.



     “Additional Senior Priority Security Documents” means any collateral agreement,
security agreement or any other document now existing or entered into after the date hereof that
create Liens on any assets or properties of any Grantor to secure the Additional Senior Priority
Obligations.



     “Administrative Agent” has the meaning assigned to such term in the definition of
“Credit Agreement” and shall also mean any Person designated as an “Administrative Agent” under any
Subsequent Credit Agreement Documents pursuant to the terms of such Subsequent Credit Agreement
Documents.



     “Agreement” has the meaning assigned to such term in the introductory paragraph of
this Agreement.



     “Applicable Authorized Representative” means, with respect to any Shared Collateral,
(i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the
Non-Controlling Authorized Representative Enforcement Date, the Administrative Agent and (ii) from
and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the



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Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized
Representative.




     “Applicable Collateral Agent” means (i) until the earlier of (x) the Discharge of
Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement
Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier of (x) the
Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative
Enforcement Date, the Additional Senior Priority Collateral Agent.



     “Authorized Representative” means, at any time, (i) in the case of any Credit
Agreement Obligations or the Credit Agreement Secured Parties, the Administrative Agent, (ii) in
the case of the Initial Additional Senior Priority Obligations or the Initial Additional Senior
Priority Secured Parties, the Initial Additional Authorized Representative, and (iii) in the case
of any other Series of Additional Senior Priority Obligations or Additional Senior Priority Secured
Parties that become subject to this Agreement after the date hereof, the Authorized Representative
named for such Series in the applicable Joinder Agreement.




“Bankruptcy Case” has the meaning assigned to such term in Section 2.05(b).



     “Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar
federal or state law for the relief of debtors.



     “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign
law for the relief of debtors.



     “Citi” has the meaning assigned to such term in the introductory paragraph of this
Agreement.



     “Collateral” means all assets and properties subject to Liens created pursuant to any
Senior Priority Security Document to secure one or more Series of Senior Priority Obligations.



     “Collateral Agent” means (i) in the case of any Credit Agreement Obligations, the
Credit Agreement Collateral Agent and (ii) in the case of the Additional Senior Priority
Obligations, the Additional Senior Priority Collateral Agent.



     “Collateral Agreement” means that certain Collateral Agreement, dated as of July 20,
2011, among Holdings, the Company, the other Grantors party thereto and the Credit Agreement
Collateral Agent, as amended, restated, amended and restated, extended, supplemented or otherwise
modified from time to time.



     “Company” has the meaning assigned to such term in the introductory paragraph of this
Agreement.



     “Controlling Secured Parties” means, with respect to any Shared Collateral, (i) at any
time when the Credit Agreement Collateral Agent is the Applicable Collateral Agent, the



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Credit Agreement Secured Parties and (ii) at any other time, the Series of Senior Priority Secured
Parties whose Authorized Representative is the Applicable Authorized Representative for such Shared
Collateral.




     “Credit Agreement” means (x) until the Discharge of Initial Credit Agreement
Obligations, the Initial Credit Agreement and (y) thereafter, any Subsequent Credit Agreement.



     “Credit Agreement Collateral Agent” has the meaning assigned to such term in the
introductory paragraph of this Agreement until such date that any Person has been designated as a
“Collateral Agent” pursuant to the terms of such Subsequent Credit Agreement Documents and
thereafter such other Person.



     “Credit Agreement Collateral Documents” means the Collateral Agreement, the other
Security Documents (as defined in the Initial Credit Agreement) and each other agreement entered
into in favor of the Credit Agreement Collateral Agent for the purpose of securing any Credit
Agreement Obligations, including any obligations arising under any Subsequent Credit Agreement
Documents.



     “Credit Agreement Obligations” means (i) until the Discharge of Initial Credit
Agreement Obligations, the Initial Credit Agreement Obligations and (ii) thereafter, the Subsequent
Credit Agreement Obligations.



     “Credit Agreement Secured Parties” means the “Secured Parties” as defined in the
Collateral Agreement or the definition designated by the Company as being its equivalent for
purposes of this Agreement under any Subsequent Credit Agreement Documents.




“DIP
Financing” has the meaning assigned to such term in
Section 2.05(b).


“DIP
Financing Liens” has the meaning assigned to such term in
Section 2.05(b). 


“DIP
Lenders”
has the meaning assigned to such term in Section 2.05(b).



     “Discharge” means, with respect to any Shared Collateral and any Series of Senior
Priority Obligations, the date on which such Series of Senior Priority Obligations is no longer
secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning.



     “Discharge of Credit Agreement Obligations” means the date on which the Discharge of
Initial Credit Agreement Obligations and the Discharge of Subsequent Credit Agreement Obligations
has occurred.



     “Discharge of Initial Credit Agreement Obligations” means, with respect to any Shared
Collateral, the Discharge of the Initial Credit Agreement Obligations with respect to such Shared
Collateral.



-5-









 





     “Discharge of Subsequent Credit Agreement Obligations” means, with respect to any
Shared Collateral, the Discharge of the Subsequent Credit Agreement Obligations with respect to
such Shared Collateral.



     “Event
of Default” means an “Event of Default” (or similarly defined term) as defined
in any Secured Credit Document.



     “Grantors” means Holdings, the Company and each of the Subsidiary Loan Parties (as
defined in the Initial Credit Agreement) and each other Subsidiary of the Company which has granted
a security interest pursuant to any Senior Priority Security Document to secure any Series of
Senior Priority Obligations. The Grantors existing on the date hereof are set forth in Annex I
hereto.



     “Holdings” has the meaning assigned to such term in the introductory paragraph of this
Agreement.




“Impairment” has the meaning assigned to such term in Section 1.03.



     “Initial Additional Authorized Representative” has the meaning assigned to such term
in the introductory paragraph of this Agreement.



     “Initial Additional Senior Priority Agreement” mean that certain [Indenture] [Other
Agreement], dated as of [             ], among the Company, [the Guarantors identified therein] and [              ], as
[trustee], as amended, restated, amended and restated, extended, supplemented or otherwise modified
from time to time.



     “Initial Additional Senior Priority Documents” means the Initial Additional Senior
Priority Agreement, the debt securities issued or other Indebtedness incurred thereunder, the
Initial Additional Senior Priority Security Agreement and any security documents and other
operative agreements evidencing or governing the Indebtedness thereunder, and the Liens securing
such Indebtedness, including any agreement entered into for the purpose of securing the Initial
Additional Senior Priority Obligations.



     “Initial Additional Senior Priority Obligations” means the [“Obligations”] as such
term is defined in the Initial Additional Senior Priority Security Agreement.



     “Initial Additional Senior Priority Secured Parties” means the Additional Senior
Priority Collateral Agent, the Initial Additional Authorized Representative and the holders of the
Initial Additional Senior Priority Obligations issued pursuant to the Initial Additional Senior
Priority Agreement.



     “Initial Additional Senior Priority Security Agreement” means the security agreement,
dated as of the date hereof, among the Company, the Additional Senior Priority Collateral Agent and
the other parties thereto, as amended, restated, amended and restated, extended, supplemented or
otherwise modified from time to time.



-6-









 





     “Initial Credit Agreement” means that certain Credit Agreement, dated as of July 20,
2011, among Holdings, Sterling Merger Inc. (the rights and obligations of which have been assumed
by the Company), the lenders from time to time party thereto, Citi, as administrative agent (in
such capacity and together with its successors in such capacity, the
“Administrative Agent”), and
the other parties thereto, as amended, restated, amended and restated, extended, supplemented or
otherwise modified from time to time.



     “Initial Credit Agreement Obligations” means all “Secured Obligations” as defined in
the Credit Agreement.




“Insolvency or Liquidation Proceeding” means:




     (1) any case commenced by or against the Company or any other Grantor under any
Bankruptcy Law, any other proceeding for the reorganization, recapitalization or
adjustment or marshalling of the assets or liabilities of the Company or any other Grantor,
any receivership or assignment for the benefit of creditors relating to the Company or any
other Grantor or any similar case or proceeding relative to the Company or any other
Grantor or its creditors, as such, in each case whether or not voluntary;




     (2) any liquidation, dissolution, marshalling of assets or liabilities or other
winding up of or relating to the Company or any other Grantor, in each case whether or not
voluntary and whether or not involving bankruptcy or insolvency; or




     (3) any other proceeding of any type or nature in which substantially all claims of
creditors of the Company or any other Grantor are determined and any payment or
distribution is or may be made on account of such claims.




“Intervening Creditor” has the meaning assigned to such term in Section 2.01(a).



     “Joinder Agreement” means a joinder to this Agreement in the form of Annex II hereto
required to be delivered by an Authorized Representative to each Collateral Agent and each
Authorized Representative pursuant to Section 5.13 hereof in order to establish Subsequent Credit
Agreement Obligations or an additional Series of Additional Senior Priority Obligations and add
Credit Agreement Secured Parties or Additional Senior Priority Secured Parties hereunder.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset.



     “Major Non-Controlling Authorized Representative” means, with respect to any Shared
Collateral, the Authorized Representative of the Series of Additional Senior Priority



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Obligations that constitutes the largest outstanding principal amount of any then outstanding
Series of Additional Senior Priority Obligations with respect to such Shared Collateral.




     “New York UCC” means the Uniform Commercial Code as from time to time in effect in the
State of New York.



     “Non-Controlling Authorized Representative” means, at any time with respect to any
Shared Collateral, any Authorized Representative that is not the Applicable Authorized
Representative at such time with respect to such Shared Collateral.



     “Non-Controlling Authorized Representative Enforcement Date” means, with respect to
any Non-Controlling Authorized Representative, the date which is 90 days (throughout which 90-day
period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized
Representative) after the occurrence of both (i) an Event of Default (under and as defined in the
Additional Senior Priority Document under which such Non-Controlling Authorized Representative is
the Authorized Representative) and (ii) each Collateral Agent’s and each other Authorized
Representative’s receipt of written notice from such Non-Controlling Authorized Representative
certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling
Authorized Representative and that an Event of Default (under and as defined in the Additional
Senior Priority Document under which such Non-Controlling Authorized Representative is the
Authorized Representative) has occurred and is continuing and (y) the Additional Senior Priority
Obligations of the Series with respect to which such Non-Controlling Authorized Representative is
the Authorized Representative are currently due and payable in full (whether as a result of
acceleration thereof or otherwise) in accordance with the terms of the applicable Additional Senior
Priority Document; provided that the Non-Controlling Authorized Representative Enforcement Date
shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any
Shared Collateral (1) at any time the Administrative Agent or the Credit Agreement Collateral Agent
has commenced and is diligently pursuing any enforcement action with respect to such Shared
Collateral or (2) at any time the Grantor which has granted a security interest in such Shared
Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or
Liquidation Proceeding.



     “Non-Controlling Secured Parties” means, with respect to any Shared Collateral, the
Senior Priority Secured Parties which are not Controlling Secured Parties with respect to such
Shared Collateral.



     “Possessory Collateral” means any Shared Collateral in the possession of a Collateral
Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon
under the Uniform Commercial Code of any jurisdiction. Possessory Collateral includes, without
limitation, any Certificated Securities, Promissory Notes, Instruments and Chattel Paper, in each
case, delivered to or in the possession of the Collateral Agent under the terms of the Senior
Priority Security Documents.




“Proceeds” has the meaning assigned to such term in Section 2.01(a).



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     “Refinance” means, in respect of any indebtedness, to refinance, extend, renew,
defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue
other indebtedness or enter alternative financing arrangements, in exchange or replacement for such
indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents,
borrowers and/or guarantors, and including in each case, but not limited to, after the original
instrument giving rise to such indebtedness has been terminated and including, in each case,
through any credit agreement, indenture or other agreement.
“Refinanced” and “Refinancing” have
correlative meanings.



     “Secured Credit Document” means (i) the Initial Credit Agreement and the Loan
Documents (as defined in the Initial Credit Agreement), (ii) each Subsequent Credit Agreement
Document, (iii) each Initial Additional Senior Priority Document, and (iv) each Additional Senior
Priority Document.



     “Senior Priority Obligations” means, collectively, (i) the Credit Agreement
Obligations and (ii) each Series of Additional Senior Priority Obligations.



     “Senior Priority Secured Parties” means (i) the Credit Agreement Secured Parties and
(ii) the Additional Senior Priority Secured Parties with respect to each Series of Additional
Senior Priority Obligations.



     “Senior Priority Security Documents” means, collectively, (i) the Credit Agreement
Collateral Documents and (ii) the Additional Senior Priority Security Documents.



     “Series” means (a) with respect to the Senior Priority Secured Parties, each of (i)
the Credit Agreement Secured Parties (in their capacities as such), (ii) each group of Initial
Additional Senior Priority Secured Parties (in their capacities as such), and (iii) the Additional
Senior Priority Secured Parties that become subject to this Agreement after the date hereof that
are represented by a common Authorized Representative (in its capacity as such for such Additional
Senior Priority Secured Parties) and (b) with respect to any Senior Priority Obligations, each of
(i) the Credit Agreement Obligations, (ii) the Initial Additional Senior Priority Obligations, and
(iii) the Additional Senior Priority Obligations incurred pursuant to any Additional Senior
Priority Document, which pursuant to any Joinder Agreement are to be represented hereunder by a
common Authorized Representative (in its capacity as such for such Additional Senior Priority
Obligations).



     “Shared Collateral” means, at any time, Collateral in which the holders of two or more
Series of Senior Priority Obligations (or their respective Authorized Representatives) hold a valid
and perfected security interest at such time. If more than two Series of Senior Priority
Obligations are outstanding at any time and the holders of less than all Series of Senior Priority
Obligations hold a valid and perfected security interest in any Collateral at such time, then such
Collateral shall constitute Shared Collateral for those Series of Senior Priority Obligations that
hold a valid security interest in such Collateral at such time and shall not constitute Shared
Collateral for any Series which does not have a valid and perfected security interest in such
Collateral at such time.



-9-









 





     “Subsequent Credit Agreement” means any agreement, instrument or document which
Refinances the Initial Credit Agreement in whole the obligations under which are secured by the
Shared Collateral under one or more Credit Agreement Collateral Documents and is designated in
writing by the Administrative Agent with respect thereto and the Company for purposes of this
Agreement as a “Credit Agreement” to the Additional Senior Priority Collateral Agent and each other
Authorized Representative and has otherwise complied with Section 5.13. For the avoidance of doubt,
no Subsequent Credit Agreement shall be permitted to exist or designated hereunder until the
Discharge of Initial Credit Agreement Obligations.



     “Subsequent Credit Agreement Documents” means each Subsequent Credit Agreement, the
Credit Agreement Collateral Documents relating thereto and other operative agreements evidencing or
governing such indebtedness and liens securing such indebtedness;
provided that the Indebtedness
thereunder has been designated as Subsequent Credit Agreement Obligations pursuant to Section 5.13
hereto.



     “Subsequent Credit Agreement Obligations” means the definition in any Subsequent
Credit Agreement Document designated by the Company for purposes of this Agreement as being the
equivalent of “Secured Obligations” as defined in the Initial Credit Agreement.



     SECTION 1.02 Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument, other
document, statute or regulation herein shall be construed as referring to such agreement,
instrument, other document, statute or regulation as from time to time amended, supplemented or
otherwise modified, (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person
unless express reference is made to such subsidiaries, (iii) the words “herein,” “hereof” and
“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (iv) all references herein to Articles,
Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this
Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights, and
(vi) the term “or” is not exclusive.



     SECTION 1.03 Impairments. It is the intention of the Senior Priority Secured Parties
of each Series that the holders of Senior Priority Obligations of such Series (and not the Senior
Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of
competent jurisdiction that (x) any of the Senior Priority Obligations of such Series are
unenforceable under applicable law or are subordinated to any other obligations (other than another
Series of Senior Priority Obligations), (y) any of the Senior Priority Obligations of such Series do not have
an enforceable security interest in any of the Collateral securing



-10-









 




any other Series of Senior Priority Obligations and/or (z) any intervening security interest exists
securing any other obligations (other than another Series of Senior Priority Obligations) on a
basis ranking prior to the security interest of such Series of Senior Priority Obligations but
junior to the security interest of any other Series of Senior Priority Obligations or (ii) the
existence of any Collateral for any other Series of Senior Priority Obligations that is not Shared
Collateral (any such condition referred to in the foregoing clause (i) or (ii) with respect to any
Series of Senior Priority Obligations, an “Impairment” of
such Series); provided that the existence
of a maximum claim with respect to any mortgage, deed of assignment or similar encumbrance which
applies to all Senior Priority Obligations shall not be deemed to be an Impairment of any Series of
Senior Priority Obligations. In the event of any Impairment with respect to any Series of Senior
Priority Obligations, the results of such Impairment shall be borne solely by the holders of such
Series of Senior Priority Obligations, and the rights of the holders of such Series of Senior
Priority Obligations (including, without limitation, the right to receive distributions in respect
of such Series of Senior Priority Obligations pursuant to Section 2.01) set forth herein shall be
modified to the extent necessary so that the effects of such Impairment are borne solely by the
holders of the Series of such Senior Priority Obligations subject to such Impairment. Additionally,
in the event the Senior Priority Obligations of any Series are modified pursuant to applicable law
(including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to
such Senior Priority Obligations or the Senior Priority Security Documents governing such Senior
Priority Obligations shall refer to such obligations or such documents as so modified.




ARTICLE II



Priorities and Agreements with Respect to Shared Collateral



     SECTION 2.01 Priority of Claims.



     (a) Anything contained herein or in any of the Secured Credit Documents to the contrary
notwithstanding (but subject to Section 1.03), if an Event of Default has occurred and is
continuing, and the Applicable Collateral Agent or any Senior Priority Secured Party is taking
action to enforce rights in respect of any Shared Collateral, or any distribution is made in
respect of any Shared Collateral in any Bankruptcy Case of the Company or any other Grantor or any
Senior Priority Secured Party receives any payment other than pursuant to this Agreement with
respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation of any
such Collateral by any Senior Priority Secured Party or received by the Applicable Collateral Agent
or any Senior Priority Secured Party pursuant to any such intercreditor agreement with respect to
such Shared Collateral and proceeds of any such distribution (subject, in the case of any such
distribution, to the sentence immediately following) to which the Senior Priority Obligations are
entitled other than pursuant to this Agreement (all proceeds of any sale, collection or other
liquidation of any Collateral and all proceeds of any such distribution being collectively referred
to as “Proceeds”) shall be applied (i) FIRST, to the payment of all amounts owing to each
Collateral Agent (in its capacity as such) pursuant to the terms of any Secured Credit Document,
(ii) SECOND, subject to Section 1.03, to the payment in full of the Senior Priority Obligations of each Series on a ratable basis, with
such Proceeds



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to be applied to the Senior Priority Obligations of a given Series in accordance with the terms of
the applicable Secured Credit Documents, and (iii) THIRD, after payment of all Senior Priority
Obligations, to the Company and the other Grantors or their successors or assigns, as their
interests may appear, or to whosoever may be lawfully entitled to receive the same, or as a court
of competent jurisdiction may direct. Notwithstanding the foregoing, with respect to any Shared
Collateral upon which a third party (other than a Senior Priority Secured Party) has a lien or
security interest that is junior in priority to the security interest of any Series of Senior
Priority Obligations but senior (as determined by appropriate legal proceedings in the case of any
dispute) to the security interest of any other Series of Senior Priority Obligations (such third
party, an “Intervening Creditor”), the value of any Shared Collateral or Proceeds which are
allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared
Collateral or Proceeds to be distributed in respect of the Series of Senior Priority Obligations
with respect to which such Impairment exists.




     (b) It is acknowledged that the Senior Priority Obligations of any Series may, subject to the
limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed,
replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended
or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or
the provisions of this Agreement defining the relative rights of the Senior Priority Secured
Parties of any Series.



     (c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection
of any Liens securing any Series of Senior Priority Obligations granted on the Shared Collateral
and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other
applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing
the Senior Priority Obligations of any Series or any other circumstance whatsoever (but, in each
case, subject to Section 1.03), each Senior Priority Secured Party hereby agrees that the Liens
securing each Series of Senior Priority Obligations on any Shared Collateral shall be of equal
priority.



     (d) Notwithstanding anything in this Agreement or any other Senior Priority Security Documents
to the contrary, Collateral consisting of cash and cash equivalents pledged to secure Credit
Agreement Obligations consisting of reimbursement obligations in respect of Letters of Credit or
otherwise held by the Administrative Agent or the Credit Agreement Collateral Agent pursuant to
Section 2.05(j), 2.11(b) or 2.23(a)(ii) of the Credit Agreement (or any equivalent successor
provision) shall be applied as specified in the Credit Agreement and will not constitute Shared
Collateral.



     SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens.




     (a) Only the Applicable Collateral Agent shall act or refrain from acting with respect to any
Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared
Collateral). At any time when the Credit Agreement Collateral Agent is the Applicable Collateral
Agent, no Additional Senior Priority Secured Party shall, or shall



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instruct any Collateral Agent to, commence any judicial or nonjudicial foreclosure proceedings with
respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over,
attempt any action to take possession of, exercise any right, remedy or power with respect to, or
otherwise take any action to enforce its security interest in or realize upon, or take any other
action available to it in respect of, any Shared Collateral (including with respect to any
intercreditor agreement with respect to any Shared Collateral), whether under any Additional Senior
Priority Security Document, applicable law or otherwise, it being agreed that only the Credit
Agreement Collateral Agent, acting in accordance with the Credit Agreement Collateral Documents,
shall be entitled to take any such actions or exercise any such remedies with respect to Shared
Collateral at such time.




     (b) With respect to any Shared Collateral at any time when the Additional Senior Priority
Collateral Agent is the Applicable Collateral Agent, (i) the Applicable Collateral Agent shall act
only on the instructions of the Applicable Authorized Representative, (ii) the Applicable
Collateral Agent shall not follow any instructions with respect to such Shared Collateral
(including with respect to any intercreditor agreement with respect to any Shared Collateral) from
any Non-Controlling Authorized Representative (or any other Senior Priority Secured Party other
than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized
Representative or other Senior Priority Secured Party (other than the Applicable Authorized
Representative) shall, or shall instruct the Applicable Collateral Agent to, commence any judicial
or non-judicial foreclosure proceedings with respect to, seek to have a trustee, receiver,
liquidator or similar official appointed for or over, attempt any action to take possession of,
exercise any right, remedy or power with respect to, or otherwise take any action to enforce its
security interest in or realize upon, or take any other action available to it in respect of, any
Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared
Collateral), whether under any Senior Priority Security Document, applicable law or otherwise, it
being agreed that only the Applicable Collateral Agent, acting on the instructions of the
Applicable Authorized Representative and in accordance with the Additional Senior Priority Security
Documents, shall be entitled to take any such actions or exercise any such remedies with respect to
Shared Collateral.



     (c) Notwithstanding the equal priority of the Liens securing each Series of Senior Priority
Obligations, the Applicable Collateral Agent (in the case of the Additional Senior Priority
Collateral Agent, acting on the instructions of the Applicable Authorized Representative) may deal
with the Shared Collateral as if such Applicable Collateral Agent had a senior Lien on such
Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will
contest, protest or object to any foreclosure proceeding or action brought by the Applicable
Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party or any
other exercise by the Applicable Collateral Agent, the Applicable Authorized Representative or the
Controlling Secured Party of any rights and remedies relating to the Shared Collateral, or to cause
the Applicable Collateral Agent to do so. The foregoing shall not be construed to limit the rights
and priorities of any Senior Priority Secured Party, the Applicable Collateral Agent
or any Authorized Representative with respect to any Collateral not constituting Shared
Collateral.



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     (d) Each of the Authorized Representatives agrees that it will not accept any Lien on any
Collateral for the benefit of any Series of Senior Priority Obligations (other than funds deposited
for the discharge or defeasance of any Additional Senior Priority Document) other than pursuant to
the Senior Priority Security Documents, and by executing this Agreement (or a Joinder Agreement),
each Authorized Representative and the Series of Senior Priority Secured Parties for which it is
acting hereunder agree to be bound by the provisions of this Agreement and the other Senior
Priority Security Documents applicable to it.



     (e) Each of the Senior Priority Secured Parties agrees that it will not (and hereby waives any
right to) question or contest or support any other Person in contesting, in any proceeding
(including any Insolvency or Liquidation Proceeding), the perfection, priority, validity,
attachment or enforceability of a Lien held by or on behalf of any of the Senior Priority Secured
Parties on all or any part of the Collateral, or the provisions of this Agreement; provided
that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral
Agent or any Authorized Representative to enforce this Agreement.




SECTION 2.03 No Interference; Payment Over.



     (a) Each Senior Priority Secured Party agrees that (i) it will not challenge or question in
any proceeding the validity or enforceability of any Senior Priority Obligations of any Series or
any Senior Priority Security Document or the validity, attachment, perfection or priority of any
Lien under any Senior Priority Security Document or the validity or enforceability of the
priorities, rights or duties established by or other provisions of this Agreement, (ii) it will not
take or cause to be taken any action the purpose or intent of which is, or could be, to interfere,
hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or
other disposition of the Shared Collateral by the Applicable Collateral Agent, (iii) except as
provided in Section 2.02, it shall have no right to (A) direct the Applicable Collateral Agent or
any other Senior Priority Secured Party to exercise any right, remedy or power with respect to any
Shared Collateral (including pursuant to any intercreditor agreement) or (B) consent to the
exercise by the Applicable Collateral Agent or any other Senior Priority Secured Party of any
right, remedy or power with respect to any Shared Collateral, (iv) it will not institute any suit
or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable
Collateral Agent or any other Senior Priority Secured Party seeking damages from or other relief by
way of specific performance, instructions or otherwise with respect to any Shared Collateral, and
none of the Applicable Collateral Agent, any Applicable Authorized Representative or any other
Senior Priority Secured Party shall be liable for any action taken or omitted to be taken by the
Applicable Collateral Agent, such Applicable Authorized Representative or other Senior Priority
Secured Party with respect to any Shared Collateral in accordance with the provisions of this
Agreement, (v) it will not seek, and hereby waives any right, to have any Shared Collateral or any
part thereof marshalled upon any foreclosure or other disposition of such Collateral and (vi) it
will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to
challenge the enforceability of any provision of this Agreement;
provided that nothing in this
Agreement shall be construed to prevent or impair the rights of the Applicable Collateral Agent or any other Senior Priority Secured Party to
enforce this Agreement.



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     (b) Each Senior Priority Secured Party hereby agrees that if it shall obtain possession of any
Shared Collateral or shall realize any proceeds or payment in respect of any such Shared
Collateral, pursuant to any Senior Priority Security Document or by the exercise of any rights
available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any
other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior
to the Discharge of each of the Senior Priority Obligations, then it shall hold such Shared
Collateral, proceeds or payment in trust for (or, if not possible under the applicable law, for the
benefit of) the other Senior Priority Secured Parties and promptly transfer such Shared Collateral,
proceeds or payment, as the case may be, to the Applicable Collateral Agent, to be distributed in
accordance with the provisions of Section 2.01.



     SECTION 2.04 Automatic Release of Liens; Amendments to Senior Priority Security Documents.




     (a) If at any time the Applicable Collateral Agent forecloses upon or otherwise exercises
remedies against any Shared Collateral, then (whether or not any Insolvency or Liquidation
Proceeding is pending at the time) the Liens in favor of the other Collateral Agent for the benefit
of each Series of Senior Priority Secured Parties upon such Shared Collateral will automatically be
released and discharged as and when, but only to the extent, such Liens of the Applicable
Collateral Agent on such Shared Collateral are released and discharged; provided that any
proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01.



     (b) Each Collateral Agent and Authorized Representative agrees to execute and deliver (at the
sole cost and expense of the Grantors) all such authorizations and other instruments as shall
reasonably be requested by the Applicable Collateral Agent to evidence and confirm any release of
Shared Collateral provided or amendment to any Senior Priority Security Document for in this
Section.



     SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.



     (a) This Agreement shall continue in full force and effect notwithstanding the commencement of
any proceeding under the Bankruptcy Code or any other federal, state or foreign bankruptcy,
insolvency, receivership or similar law by or against the Company or any of its Subsidiaries.



     (b) If the Company and/or any other Grantor shall become subject to a case (a “Bankruptcy
Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of
financing (“DIP Financing”) to be provided by one or more lenders (the “DIP
Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any other
Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any
equivalent provision of any other Bankruptcy Law, each Senior Priority Secured Party (other than
any Controlling Secured Party or Authorized Representative of any Controlling Secured Party) agrees
that it will raise no objection to any such financing or to the Liens on



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the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash
collateral that constitutes Shared Collateral, unless a majority in interest of the Controlling
Secured Parties (or such greater amount as is necessary to take action under the applicable Secured
Credit Document), or the Authorized Representative of the Controlling Secured Parties, shall then
oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and
(i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared
Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party
will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of
the Controlling Secured Parties (other than any Liens of any Senior Priority Secured Parties
constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP
Financing Liens rank Pari Passu with the Liens on any such Shared
Collateral granted to secure the Senior Priority Obligations of the Controlling Secured Parties,
each Non-Controlling Secured Party will confirm the priorities with respect to such Shared
Collateral as set forth herein), in each case so long as (A) the Senior Priority Secured Parties of
each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP
Lenders, including proceeds thereof arising after the commencement of such proceeding, with the
same priority vis-à-vis all the other Senior Priority Secured Parties (other than any Liens of the
Senior Priority Secured Parties constituting DIP Financing Liens) as existed prior to the
commencement of the Bankruptcy Case, (B) the Senior Priority Secured Parties of each Series are
granted Liens on any additional collateral pledged to any Senior Priority Secured Parties as
adequate protection or otherwise in connection with such DIP Financing or use of cash collateral,
with the same priority vis-à-vis the Senior Priority Secured Parties as set forth in this
Agreement, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of
the Senior Priority Obligations, such amount is applied pursuant to Section 2.01, and (D) if any
Senior Priority Secured Parties are granted adequate protection, including in the form of periodic
payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such
adequate protection are applied pursuant to Section 2.01; provided that the Senior Priority
Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the
DIP Financing over any Collateral subject to Liens in favor of the Senior Priority Secured Parties
of such Series or their Authorized Representative that shall not constitute Shared Collateral; and
provided, further, that the Senior Priority Secured Parties receiving adequate
protection shall not object to any other Senior Priority Secured Party receiving adequate
protection comparable to any adequate protection granted to such Senior Priority Secured Parties in
connection with a DIP Financing or use of cash collateral.




     SECTION 2.06 Reinstatement. In the event that any of the Senior Priority Obligations
shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason
(including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any
similar law, or the settlement of any claim in respect thereof), be required to be returned or
repaid, the terms and conditions of this Article II shall be fully applicable thereto until all
such Senior Priority Obligations shall again have been paid in full in cash.



     SECTION 2.07 Insurance. As between the Senior Priority Secured Parties, the Applicable
Collateral Agent (and in the case of the Additional Senior Priority Collateral



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Agent, acting at the direction of the Applicable Authorized Representative) shall have the right to
adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the
event of any loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Shared Collateral.




     SECTION 2.08 Refinancings. The Senior Priority Obligations of any Series may be
Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the
extent a consent is otherwise required to permit the Refinancing transaction under any Secured
Credit Document) of, any Senior Priority Secured Party of any other Series, all without affecting
the priorities provided for herein or the other provisions hereof; provided that the Authorized
Representative of the holders of any such Refinancing indebtedness shall have executed a Joinder
Agreement on behalf of the holders of such Refinancing indebtedness.




SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee for Perfection.



     (a) The Possessory Collateral shall be delivered to the Credit Agreement Collateral Agent and
the Credit Agreement Collateral Agent agrees to hold any Shared Collateral constituting Possessory
Collateral that is part of the Collateral in its possession or control (or in the possession or
control of its agents or bailees) as gratuitous bailee for the benefit of each other Senior
Priority Secured Party and any assignee solely for the purpose of perfecting the security interest
granted in such Possessory Collateral, if any, pursuant to the applicable Senior Priority Security
Documents, in each case, subject to the terms and conditions of this Section 2.09; provided
that at any time the Credit Agreement Collateral Agent is not the Applicable Collateral Agent, the
Credit Agreement Collateral Agent shall, at the request of the Additional Senior Priority
Collateral Agent, promptly deliver all Possessory Collateral to the Additional Senior Priority
Collateral Agent together with any necessary endorsements (or otherwise allow the Additional Senior
Priority Collateral Agent to obtain control of such Possessory Collateral). The Company shall take
such further action as is required to effectuate the transfer contemplated hereby and shall
indemnify each Collateral Agent for loss or damage suffered by such Collateral Agent as a result of
such transfer except for loss or damage suffered by such Collateral Agent as a result of its own
willful misconduct, gross negligence or bad faith.



     (b) The Applicable Collateral Agent agrees to hold any Shared Collateral constituting
Possessory Collateral, from time to time in its possession, as gratuitous bailee for the benefit of
each other Senior Priority Secured Party and any assignee, solely for the purpose of perfecting the
security interest granted in such Possessory Collateral, if any, pursuant to the applicable Senior
Priority Security Documents, in each case, subject to the terms and conditions of this Section
2.09.



     (c) The duties or responsibilities of each Collateral Agent and each Authorized Representative
under this Section 2.09 shall be limited solely to holding any Shared Collateral constituting
Possessory Collateral as gratuitous bailee for the benefit of each other Senior Priority Secured
Party for purposes of perfecting the Lien held by such Senior Priority Secured Parties thereon.



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SECTION 2.10 Amendments to Security Documents.



     (a) Without the prior written consent of the Credit Agreement Collateral Agent, the Additional
Senior Priority Collateral Agent agrees that no Additional Senior Priority Security Document may be
amended, supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Additional Senior Priority Security Document,
would be prohibited by, or would require any Grantor to act or refrain from acting in a manner that
would violate, any of the terms of this Agreement.



     (b) Without the prior written consent of the Additional Senior Priority Collateral Agent, the
Credit Agreement Collateral Agent agrees that no Credit Agreement Collateral Document may be
amended, supplemented or otherwise modified or entered into to the extent such amendment,
supplement or modification, or the terms of any new Credit Agreement Collateral Document, would be
prohibited by, or would require any Grantor to act or refrain from acting in a manner that would
violate, any of the terms of this Agreement.



     (c) In making determinations required by this Section 2.10, each Collateral Agent may
conclusively rely on an officer’s certificate of the Company.



ARTICLE III



Existence and Amounts of Liens and Obligations



     SECTION 3.01 Determinations with Respect to Amounts of Liens and Obligations. Whenever
a Collateral Agent or any Authorized Representative shall be required, in connection with the
exercise of its rights or the performance of its obligations hereunder, to determine the existence
or amount of any Senior Priority Obligations of any Series, or the Shared Collateral subject to any
Lien securing the Senior Priority Obligations of any Series, it may request that such information
be furnished to it in writing by each other Authorized Representative or Collateral Agent and shall
be entitled to make such determination or not make any determination on the basis of the
information so furnished; provided, however, that if an Authorized Representative
or a Collateral Agent shall fail or refuse reasonably promptly to provide the requested
information, the requesting Collateral Agent or Authorized Representative shall be entitled to make
any such determination by such method as it may, in the exercise of its good faith judgment,
determine, including by reliance upon a certificate of the Company. Each Collateral Agent and each
Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any
determination made by it in accordance with the provisions of the preceding sentence (or as
otherwise directed by a court of competent jurisdiction) and shall have no liability to any
Grantor, any Senior Priority Secured Party or any other Person as a result of such determination.



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ARTICLE IV




The Applicable Collateral Agent



     SECTION 4.01 Authority.



     (a) Notwithstanding any other provision of this Agreement, nothing herein shall be construed
to impose any fiduciary or other duty on any Applicable Collateral Agent to any Non-Controlling
Secured Party or give any Non-Controlling Secured Party the right to direct any Applicable
Collateral Agent, except that each Applicable Collateral Agent shall be obligated to distribute
proceeds of any Shared Collateral in accordance with Section 2.01.



     (b) In furtherance of the foregoing, each Non-Controlling Secured Party acknowledges and
agrees that the Applicable Collateral Agent shall be entitled, for the benefit of the Senior
Priority Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared
Collateral as provided herein and in the Senior Priority Security Documents, as applicable,
pursuant to which the Applicable Collateral Agent is the collateral agent for such Shared
Collateral, without regard to any rights to which the Non-Controlling Secured Parties would
otherwise be entitled as a result of the Senior Priority Obligations held by such Non-Controlling
Secured Parties. Without limiting the foregoing, each Non-Controlling Secured Party agrees that
none of the Applicable Collateral Agent, the Applicable Authorized Representative or any other
Senior Priority Secured Party shall have any duty or obligation first to marshal or realize upon
any type of Shared Collateral (or any other Collateral securing any of the Senior Priority
Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Shared
Collateral (or any other Collateral securing any Senior Priority Obligations), in any manner that
would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order
and timing of any such realization, sale, disposition or liquidation may affect the amount of
proceeds actually received by the Non-Controlling Secured Parties from such realization, sale,
disposition or liquidation. Each of the Senior Priority Secured Parties waives any claim it may now
or hereafter have against any Collateral Agent or the Authorized Representative of any other Series
of Senior Priority Obligations or any other Senior Priority Secured Party of any other Series
arising out of (i) any actions which any Collateral Agent, Authorized Representative or the Senior
Priority Secured Parties take or omit to take (including actions with respect to the creation,
perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure
upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and
actions with respect to the collection of any claim for all or any part of the Senior Priority
Obligations from any account debtor, guarantor or any other party) in accordance with the Senior
Priority Security Documents or any other agreement related thereto or to the collection of the
Senior Priority Obligations or the valuation, use, protection or release of any security for the
Senior Priority Obligations, (ii) any election by any Applicable Authorized Representative or any
holders of Senior Priority Obligations, in any proceeding instituted under the Bankruptcy Code, of
the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any
borrowing by, or grant of a security interest or administrative expense priority under Section 364
of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, the Company or any of
its Subsidiaries, as



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debtor-in-possession. Notwithstanding any other provision of this Agreement, the Applicable
Collateral Agent shall not accept any Shared Collateral in full or partial satisfaction of any
Senior Priority Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any
jurisdiction, without the consent of each Authorized Representative representing holders of Senior
Priority Obligations for which such Collateral constitutes Shared Collateral.







-20-









 









SECTION 4.02 Rights as a Senior Priority Secured Party.



     The Person serving as the Applicable Collateral Agent hereunder shall have the same rights and
powers in its capacity as a Senior Priority Secured Party under any Series of Senior Priority
Obligations that it holds as any other Senior Priority Secured Party of such Series and may
exercise the same as though it were not the Applicable Collateral Agent and the term “Senior
Priority Secured Party” or “Senior Priority Secured Parties” or (as applicable) “Credit Agreement
Secured Party”, “Credit Agreement Secured Parties”, “Additional Senior Priority Secured Party” or
“Additional Senior Priority Secured Parties” shall, unless otherwise expressly indicated or unless
the context otherwise requires, include the Person serving as the Applicable Collateral Agent
hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend
money to, act as the financial advisor or in any other advisory capacity for and generally engage
in any kind of business with the Company, any Grantor or their respective Subsidiaries or other
Affiliates thereof as if such Person were not the Applicable Collateral Agent hereunder and without
any duty to account therefor to any other Senior Priority Secured Party.




SECTION 4.03 Exculpatory Provisions.



     (a) The Applicable Collateral Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Senior Priority Security Documents. Without limiting
the generality of the foregoing, the Applicable Collateral Agent:




     (i) shall not be subject to any fiduciary or other implied duties, regardless
of whether an Event of Default has occurred and is continuing;




     (ii) shall not have any duty to take any discretionary action or exercise any
discretionary powers, except discretionary rights and powers expressly contemplated
hereby or by the other Senior Priority Security Documents that the Applicable
Collateral Agent is required to exercise as directed in writing by the Applicable
Authorized Representative; provided that the Applicable Collateral Agent
shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Applicable Collateral Agent to liability or that is
contrary to any Senior Priority Security Document or applicable law;




     (iii) shall not, except as expressly set forth herein and in the other Senior
Priority Security Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Company or any of its
Affiliates that is communicated to or obtained by the Person serving as the
Applicable Collateral Agent or any of its Affiliates in any capacity;




     (iv) shall not be liable for any action taken or not taken by it (i) with the
consent or at the request of the Applicable Authorized Representative or (ii) in
the absence of its own gross negligence or willful misconduct (as



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determined in the final judgment of a court of competent jurisdiction) or (iii) in
reliance on a certificate of an authorized officer of any Grantor stating that such
action is permitted by the terms of this Agreement. The Applicable Collateral Agent
shall be deemed not to have knowledge of any Event of Default under any Series of
Senior Priority Obligations unless and until notice describing such Event Default
is given to the Applicable Collateral Agent by the Authorized Representative of
such Senior Priority Obligations or any Grantor; and




     (v) shall not be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty or representation made in or in connection with this
Agreement or any other Senior Priority Security Document, (ii) the contents of any
certificate, report or other document delivered hereunder or there-under or in
connection herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein or
the occurrence of any Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Senior Priority Security Document or any
other agreement, instrument or document, or the creation, perfection or priority of
any Lien purported to be created by the Senior Priority Security Documents, (v) the
value or the sufficiency of any Collateral for any Series of Senior Priority
Obligations, or (v) the satisfaction of any condition set forth in any Secured
Credit Document, other than to confirm receipt of items expressly required to be
delivered to the Applicable Collateral Agent.




SECTION 4.04 Reliance by Collateral Agent.



          The Applicable Collateral Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, communication, signature, resolution, representation, notice, consent,
certificate, affidavit, letter, telegram, facsimile, telex or telephone message, electronic mail
message, statement or other document or conversation believed by it to be genuine and correct and
to have been signed, sent or made by the proper Person or Persons, and upon advice and statements
of legal counsel (including counsel to the Company, any Grantor or any Senior Priority Secured
Party), independent accountants and other experts selected by the Applicable Collateral Agent. The
Applicable Collateral Agent shall be fully justified in failing or refusing to take any action
under any Secured Credit Document unless it shall first receive such advice or concurrence of the
Applicable Authorized Representative or the majority or such other amount of the Controlling
Secured Parties as it deems appropriate and, if it so requests, it shall first be indemnified to
its satisfaction by the Senior Priority Secured Parties against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such action. The
Applicable Collateral Agent shall in all cases be fully protected in acting, or in refraining from
acting, under this Agreement or any other Secured Credit Document in accordance with a request or
consent of the Applicable Authorized Representative or the majority of the Controlling Secured Parties (or such greater



-22-









 




number of Lenders as may be expressly required hereby in any instance) and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the Lenders.





SECTION 4.05 Delegation of Duties.



          The Applicable Collateral Agent may execute any of its duties under this Agreement or any
other Secured Credit Document (including for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof) granted under the Secured Credit Documents or of exercising any
rights and remedies thereunder) by or through agents, employees or attorneys-in-fact, such
sub-agents as shall be deemed necessary by the Applicable Collateral Agent, as the case may be, and
shall be entitled to advice of counsel and other consultants or experts concerning all matters
pertaining to such duties. The Applicable Collateral Agent shall not be responsible for the
negligence or misconduct of any agent or sub-agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct (as determined in the final judgment of a court
of competent jurisdiction).




SECTION 4.06 Resignation of Collateral Agent.



          Nothing in this Agreement shall prevent the Applicable Collateral Agent from resigning or
being removed as Collateral Agent in accordance with the terms of the documentation governing the
Series of Senior Priority Obligations for which it acts as Collateral Agent, in which case such
Collateral Agent shall cease to be the Applicable Collateral Agent under this Agreement.



     SECTION 4.07 Non-Reliance on Collateral Agent and other Senior Priority Secured Parties.




          Each Senior Priority Secured Party acknowledges that it has, independently and without
reliance upon the Applicable Collateral Agent, any Authorized Representative or any other Senior
Priority Secured Party or any of their Affiliates and based on such documents and information as it
has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and
the other Secured Credit Documents. Each Senior Priority Secured Party also acknowledges that it
will, independently and without reliance upon the Applicable Collateral Agent, any Authorized
Representative or any other Senior Priority Secured Party or any of their Affiliates and based on
such documents and information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement, any other Secured
Credit Document or any related agreement or any document furnished hereunder or thereunder.




SECTION 4.08 Collateral and Guaranty Matters.



          Each of the Senior Priority Secured Parties and each Authorized Representative irrevocably
authorizes the Applicable Collateral Agent, at its option and in its discretion:




     (a) to release any Lien on any property granted to or held by the Applicable
Collateral Agent under any Senior Priority Security Document in accordance with



-23-









 






Section 2.04 or upon receipt of a written request from the Company (with a copy to each
Authorized Representative) stating that the releases of such Lien is permitted by the terms
of each then extant Secured Credit Document;




     (b) to release any Grantor from its obligations under the Senior Priority Security
Documents upon receipt of a written request from the Company (with a copy to each
Authorized Representative) stating that such release is permitted by the terms of each then
extant Secured Credit Document;




     (c) to enter into any intercreditor agreement with respect to junior lien debt which
debt is not prohibited by any Secured Credit Document then in effect and, if the Initial
Credit Agreement is then in effect, is the Junior Lien Intercreditor Agreement or an Other
Intercreditor Agreement which intercreditor agreement is authorized by the Credit Agreement
Secured Parties under Section 9.19 of the Initial Credit Agreement; and




     (d) take any other action which it (or the Administrative Agent under the Initial
Credit Agreement) would be permitted to take in accordance with Article VIII or Section
9.19 of the Initial Credit Agreement as in effect on the date hereof.



ARTICLE V



Miscellaneous



     SECTION 5.01 Notices. All notices and other communications provided for herein shall
be in writing and shall be delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:




     (a) if to the Credit Agreement Collateral Agent or the Administrative Agent, to it
at [•], Attention of [•] (Fax No. [•]);




     (b) if to the Additional Senior Priority Collateral Agent or the Initial Additional
Authorized Representative, to it at [•];




     (c) if to any other Additional Authorized Representative, to it at the address set
forth in the applicable Joinder Agreement.


Any party hereto may change its address or telecopy number for notices and other communications
hereunder by notice to the other parties hereto. All notices and other communications given to any
party hereto in accordance with the provisions of this Agreement shall be deemed to have been given
on the date of receipt (if a Business Day) and on the next Business Day thereafter (in all other
cases) if delivered by hand or overnight courier service or sent by telecopy or on the date three
Business Days after dispatch by certified or registered mail if mailed, in each case delivered,
sent or mailed (properly addressed) to such party as provided in this Section 5.01 or in accordance
with the latest unrevoked direction from such party given in accordance with this Section 5.01. As
agreed to in writing among each Collateral Agent







-24-









 







and each Authorized Representative from time to time, notices and other communications may also be
delivered by e-mail to the e-mail address of a representative of the applicable Person provided
from time to time by such Person.





SECTION 5.02 Waivers; Amendment; Joinder Agreements.



     (a) No failure or delay on the part of any party hereto in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to
any departure by any party therefrom shall in any event be effective unless the same shall be
permitted by Section 5.02(b), and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. No notice or demand on any party hereto in
any case shall entitle such party to any other or further notice or demand in similar or other
circumstances.



     (b) Neither this Agreement nor any provision hereof may be terminated, waived, amended or
modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or
agreements in writing entered into by each Authorized Representative and each Collateral Agent (and
with respect to any such termination, waiver, amendment or modification which by the terms of this
Agreement requires the Company’s consent or which increases the obligations or reduces the rights
of the Company or any other Grantor, with the consent of the Company).



     (c) Notwithstanding the foregoing, without the consent of any Senior Priority Secured Party,
any Authorized Representative may become a party hereto by execution and delivery of a Joinder
Agreement in accordance with Section 5.13 and upon such execution and delivery, such Authorized
Representative and the Credit Agreement Secured Parties or the Additional Senior Priority Secured
Parties, as applicable, and the Senior Priority Obligations of the Series for which such Authorized
Representative is acting shall be subject to the terms hereof and the terms of the Senior Priority
Security Documents applicable thereto.



     (d) Notwithstanding the foregoing, without the consent of any other Authorized Representative
or Senior Priority Secured Party, the Collateral Agents may effect amendments and modifications to
this Agreement to the extent necessary to reflect any incurrence of any Senior Priority Obligations
in compliance with the Secured Credit Documents then in effect.



     SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns, as well as the other
Senior Priority Secured Parties, all of which are intended to be bound by, and to be third party
beneficiaries of, this Agreement.




-25-











 





     SECTION 5.04 Survival of Agreement. All covenants, agreements, representations
and warranties made by any party in this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this Agreement.



     SECTION 5.05 Counterparts. This Agreement may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Delivery of an executed
signature page of this Agreement by facsimile or other electronic transmission shall be as
effective as delivery of a manually executed counterpart hereof.



     SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal
or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such invalidity, illegality or unenforceability without affecting the validity, legality and
enforceability of the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.



     SECTION 5.07 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.



     SECTION 5.08 Submission to Jurisdiction Waivers; Consent to Service of
Process. Each Collateral Agent and each Authorized Representative, on behalf of itself and the
Senior Priority Secured Parties of the Series for which it is acting, irrevocably and
unconditionally:



     (a) submits for itself and its property in any legal action or proceeding relating to this
Agreement and the other Senior Priority Security Documents to which it is a party, or for
recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the
Supreme Court of the State of New York for the County of New York (the “New York Supreme
Court”), and the United States District Court for the Southern District of New York (the
“Federal District Court,” and together with the New York Supreme Court, the “New York
Courts”), and appellate courts from either of them;



     (b) consents that any such action or proceeding may be brought in such courts and waives, to
the maximum extent not prohibited by law, any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or proceeding was
brought in an inconvenient forum and agrees not to plead or claim the same;



-26-









 





     (c) agrees that the New York Courts and appellate courts from either of them shall be the
exclusive forum for any legal action or proceeding relating to this Agreement and the other Secured
Credit Documents to which it is a party, and that it shall not initiate (or collusively assist in
the initiation or prosecution of) any such action or proceeding in
any court other than the New York Courts and appellate courts from either of them;
provided that




     (i) if all such New York Courts decline jurisdiction over any Person, or decline (or
in the case of the Federal District Court, lack) jurisdiction over the subject matter of
such action or proceeding, a legal action or proceeding may be brought with respect thereto
in another court having such jurisdiction;




     (ii) in the event that a legal action or proceeding is brought against any party
hereto or involving any of its property or assets in another court (without any collusive
assistance by such party or any of its Subsidiaries or Affiliates), such party shall be
entitled to assert any claim or defense (including any claim or defense that this Section
5.08(c) would otherwise require to be asserted in a legal action or proceeding in a New
York Court) in any such action or proceeding; and




     (iii) any party hereto may bring any legal action or proceeding in any jurisdiction
for the recognition and enforcement of any judgment;



     (d) agrees that service of process in any such action or proceeding may be effected by mailing
a copy thereof by registered or certified mail (or any substantially similar form of mail), postage
prepaid, to such Person (or its Authorized Representative) at the address specified in Section 5.01
or at such other address of which the other parties hereto have been provided noticed pursuant to
Section 5.01;



     (e) agrees that nothing herein shall affect the right of any other party hereto (or any Senior
Priority Secured Party) to effect service of process in any other manner permitted by law or
(subject to the preceding clause (c)) shall limit the right of any party hereto (or any Senior
Priority Secured Party) to sue in any other jurisdiction; and



     (f) waives, to the maximum extent not prohibited by law, any right it may have to claim or
recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary,
punitive or consequential damages.



     SECTION 5.09 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR FOR ANY COUNTERCLAIM THEREIN.



     SECTION 5.10 Headings. Article, Section and Annex headings used herein are for
convenience of reference only, are not part of this Agreement and are not to affect the
construction of, or to be taken into consideration in interpreting, this Agreement.



-27-









 





     SECTION 5.11 Conflicts. In the event of any conflict or inconsistency between the
provisions of this Agreement and the provisions of any of the Senior Priority Security Documents or
any of the other Secured Credit Documents, the provisions of this Agreement shall control.



     SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this
Agreement are and are intended solely for the purpose of defining the relative rights of the Senior
Priority Secured Parties in relation to one another. None of the Company, any other Grantor or any
creditor thereof shall have any rights or obligations hereunder, except as expressly provided in
this Agreement (provided that nothing in this
Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will
amend, waive or otherwise modify the provisions of any Credit Agreement or any Additional Senior
Priority Documents), and none of the Company or any other Grantor may rely on the terms hereof
(other than Sections 2.04, 2.05, 2.08, 2.09 and Article V). Nothing in this Agreement is intended
to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the
Senior Priority Obligations as and when the same shall become due and payable in accordance with
their terms.



     SECTION 5.13 Additional Senior Debt. So long as not prohibited by terms of the Secured
Credit Documents then in effect, the Company may designate indebtedness and other obligations
permitted to be incurred or assumed by the terms of the Secured Credit Documents then in effect at
the time of the incurrence or assumption thereof to be secured on a pari passu
basis with the then outstanding Senior Priority Obligations (such indebtedness or obligations
referred to as “Additional Senior Class Debt”). Any such Additional Senior Class Debt may
be secured by a Lien and may be Guaranteed by the Grantors on a senior basis, in each case under
and pursuant to the Subsequent Credit Agreement Documents or the Additional Senior Priority
Documents, as applicable, if and subject to the condition that the Authorized Representative of any
such Additional Senior Class Debt (each, an “Additional Senior Class Debt Representative”),
acting on behalf of the holders of such Additional Senior Class Debt (such Authorized
Representative and holders in respect of any Additional Senior Class Debt being referred to as the
“Additional Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the
conditions set forth in clauses (i) through (iv) of the immediately succeeding paragraph.



     In order for an Additional Senior Class Debt Representative to become a party to this
Agreement,




     (i) such Additional Senior Class Debt Representative (including, for the avoidance of
doubt, the Collateral Agent under any Subsequent Credit Agreement) each Collateral Agent,
each Authorized Representative and each Grantor shall have executed and delivered an
instrument substantially in the form of Annex II (with such changes as may be reasonably
approved by such Collateral Agent and Additional Senior Class Debt Representative) pursuant
to which such Additional Senior Class Debt Representative becomes an Authorized
Representative hereunder, and the Additional Senior Class Debt in respect of which such
Additional Senior Class Debt Representative



-28-









 






 is the Authorized Representative and the related Additional Senior Class Debt Parties
become subject hereto and bound hereby;




     (ii) the Company shall have (x) delivered to each Collateral Agent true and complete
copies of each of the Subsequent Credit Agreement Documents or Additional Senior Priority
Documents, as applicable, relating to such Additional Senior Class Debt, certified as being
true and correct by a Responsible Officer of the Company, and (y) identified in a
certificate of an authorized officer the obligations to be designated as Subsequent Credit
Agreement Obligations or Additional Senior Priority Obligations, as applicable, and the
initial aggregate principal amount or face amount thereof;




     (iii) all filings, recordations and/or amendments or supplements to the Senior
Priority Security Documents necessary or desirable in the reasonable judgment of the Credit
Agreement Collateral Agent or Additional Senior Priority Collateral Agent, as applicable,
to confirm and perfect the Liens securing the relevant obligations relating to such
Additional Senior Class Debt shall have been made, executed and/or delivered (or, with
respect to any such filings or recordations, acceptable provisions to perform such filings
or recordations shall have been taken in the reasonable judgment of the Credit Agreement
Collateral Agent or the Additional Senior Priority Collateral Agent, as applicable), and
all fees and taxes in connection therewith shall have been paid (or acceptable provisions
to make such payments shall have been taken in the reasonable judgment of the Credit
Agreement Collateral Agent or the Additional Senior Priority Collateral Agent, as
applicable); and




     (iv) the Subsequent Credit Agreement Documents or Additional Senior Priority
Documents, as applicable, relating to such Additional Senior Class Debt shall provide, in a
manner reasonably satisfactory to each Collateral Agent, that each Additional Senior Class
Debt Party with respect to such Additional Senior Class Debt will be subject to and bound
by the provisions of this Agreement in its capacity as a holder of such Additional Senior
Class Debt.



          Each Authorized Representative acknowledges and agrees that upon execution and delivery of a
Joinder Agreement substantially in the form of Annex II by an Additional Senior Class Debt
Representative in respect of Additional Senior Priority Obligations and each Grantor in accordance
with this Section 5.13, the Additional Senior Priority Collateral Agent will continue to act in its
capacity as Additional Senior Priority Collateral Agent in respect of the then existing Authorized
Representatives (other than the Administrative Agent) and such additional Authorized
Representative.




     SECTION 5.14 Agent Capacities. Except as expressly provided herein or in the Credit
Agreement Collateral Documents, Citi is acting in the capacities of Administrative Agent and Credit
Agreement Collateral Agent solely for the Credit Agreement Secured Parties. Except as expressly
provided herein or in the Additional Senior Priority Security
Documents, [      ] is acting in the
capacity of Additional Senior Priority Collateral Agent solely



-29-









 




for the Additional Senior Priority Secured Parties. Except as expressly set forth herein, none of
the Administrative Agent, the Credit Agreement Collateral Agent or the Additional Senior Priority
Collateral Agent shall have any duties or obligations in respect of any of the Collateral, all of
such duties and obligations, if any, being subject to and governed by the applicable Secured Credit
Documents.




     SECTION 5.15 Integration. This Agreement together with the other Secured Credit
Documents and the Senior Priority Security Documents represents the agreement of each of the
Grantors and the Senior Priority Secured Parties with respect to the subject matter hereof and
there are no promises, undertakings, representations or warranties by any Grantor, the Credit
Agreement Collateral Agent or any other Senior Priority Secured Party relative to the subject
matter hereof not expressly set forth or
referred to herein or in the other Secured Credit Documents or the Senior Priority Security
Documents.



-30-









 





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



	 	 	 	 	 
	 	CITIBANK, N.A.,

as Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIBANK, N.A.,

as Authorized Representative for the Credit

Agreement Secured Parties

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[                     
                                         ],



as Additional Senior Priority Collateral Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[                     
                                         ],



as Initial Additional Authorized Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-31-









 






	 	 	 	 	 



	 	 	 	 	 
	 	STERLING PARENT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SRA INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[GRANTORS]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



-32-









 






	 	 	 	 	 



ANNEX I




Grantors








ANNEX I-1









 








ANNEX II





     [FORM
OF] JOINDER NO. [      ] dated as of [                     ], 20[      ] to the SENIOR PRIORITY INTERCREDITOR
AGREEMENT dated as of [                     ], 20[ ] (the “Senior Priority Intercreditor Agreement”),
among Sterling Parent Inc., a Delaware corporation (“Holdings”), SRA International, Inc., a
Delaware corporation (the “Company”), certain subsidiaries and affiliates of the Company
(each a “Grantor”), [                     ], as Credit Agreement Collateral Agent for the Credit Agreement
Secured Parties under the Senior Priority
Security Documents (in such capacity together with its successors in such capacity, the
“Credit Agreement Collateral Agent”), the Administrative Agent, as Authorized
Representative for the Credit Agreement Secured Parties,
[
                    ], as Additional Senior Priority Collateral Agent, [      ], as Initial Additional Authorized
Representative, and the additional Authorized Representatives from time to time a party thereto.



     A. Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to such terms in the Senior Priority Intercreditor Agreement.



     B. As a condition to the ability of the Company to incur [Subsequent Credit Agreement
Obligations] [Additional Senior Priority Obligations] and to secure such Additional Senior Class
Debt with the liens and security interests created by the [Credit Agreement Collateral Documents]
[Additional Senior Priority Security Documents], the Additional Senior Class Debt Representative in
respect of such Additional Senior Class Debt is required to become an Authorized Representative,
and such Additional Senior Class Debt and the Additional Senior Class Debt Parties in respect
thereof are required to become subject to and bound by the Senior Priority Intercreditor Agreement.
Section 5.13 of the Senior Priority Intercreditor Agreement provides that such Additional Senior
Class Debt Representative may become an Authorized Representative, and such Additional Senior Class
Debt and such Additional Senior Class Debt Parties may become subject to and bound by the Senior
Priority Intercreditor Agreement, upon the execution and delivery by the Senior Debt Class
Representative of an instrument in the form of this Joinder Agreement and the satisfaction of the
other conditions set forth in Section 5.13 of the Senior Priority Intercreditor Agreement. The
undersigned Additional Senior Class Debt Representative (the “New Representative”) is
executing this Joinder Agreement in accordance with the requirements of the Senior Priority
Intercreditor Agreement and the Senior Priority Security Documents.



     Accordingly, each Collateral Agent, each Authorized Representative and the New Representative
agree as follows:



     SECTION 1. In accordance with Section 5.13 of the Senior Priority Intercreditor Agreement, the
New Representative by its signature below becomes an Authorized Representative under, and the
related Additional Senior Class Debt and Additional Senior Class Debt Parties become subject to and
bound by, the Senior Priority Intercreditor Agreement with the same force and effect as if the New
Representative had originally been named therein as an Authorized Representative and the New
Representative, on its behalf and on behalf of such Additional Senior Class Debt Parties, hereby
agrees to all the terms and provisions of the Senior Priority Intercreditor Agreement applicable
to it as Authorized Representative and to the Additional Senior



Annex II-1









 




Class Debt Parties that it represents as [Credit Agreement Secured Parties] [Additional Senior
Priority Secured Parties.] Each reference to an “Authorized Representative” in the Senior
Priority Intercreditor Agreement shall be deemed to include the New Representative. The Senior
Priority Intercreditor Agreement is hereby incorporated herein by reference.




     SECTION 2. The New Representative represents and warrants to each Collateral Agent, each
Authorized Representative and the other Senior Priority Secured Parties, individually, that (i) it
has full power and authority to enter into this Joinder, in its capacity as [agent] [trustee], (ii)
this Joinder has been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its terms, and (iii) the
[Subsequent Credit Agreement Documents] [Additional Senior Priority Documents] relating to such
Additional Senior Class Debt provide that, upon the New Representative’s entry into this Joinder
Agreement, the Additional Senior Class Debt Parties in respect of such Additional Senior Class Debt
will be subject to and bound by the provisions of the Senior Priority Intercreditor Agreement as
[Credit Agreement Secured Parties] [Additional Senior Priority Secured Parties].



     SECTION 3. This Joinder may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Joinder
shall become effective when each Collateral Agent shall have received a counterpart of this Joinder
that bears the signatures of the New Representative. Delivery of an executed signature page to this
Joinder by facsimile transmission shall be as effective as delivery of a manually signed
counterpart of this Joinder.



     SECTION 4. Except as expressly supplemented hereby, the Senior Priority Intercreditor
Agreement shall remain in full force and effect.



     SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



     SECTION 6. In case any one or more of the provisions contained in this Joinder should be held
invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply with
such provision for so long as such provision is held to be invalid, illegal or unenforceable, but
the validity, legality and enforceability of the remaining provisions contained herein and in the
First-Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto
shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.



     SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 5.01 of the Senior Priority Intercreditor Agreement. All communications and notices
hereunder to the New Representative shall be given to it at its address set forth below its
signature hereto.



     SECTION 8. The Company agrees to reimburse each Collateral Agent and each Authorized
Representative for its reasonable out-of-pocket expenses in connection with this Joinder, including
the reasonable fees, other charges and disbursements of counsel.



Annex II-2









 





     IN WITNESS WHEREOF, the New Representative has duly executed this Joinder to the First-Lien
Intercreditor Agreement as of the day and year first above written.



	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE], as

[       ] for the holders of [                      ],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Address for notices:



                                                                                



                                                                                



attention of:                                                            


Telecopy:                                                            

 	 



Annex II-3









 







	 	 	 	 	 
	Acknowledged by:



CITIBANK, N.A.,

as the Credit Agreement Collateral Agent and Authorized Representative,

 	 
	  	By: 	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 
	  	By: 	
 
	 	 	Name: 	 
	 	 	Title: 	 
	 
	[                                                              ],


as the Additional Senior Priority Collateral Agent and Initial Additional Authorized Representative,

 	 
	 	By: 	 	 	 
	 	  	Name: 	 
	 	  	Title: 	 	 
	 
	[OTHER AUTHORIZED REPRESENTATIVES]



STERLING PARENT INC.,

as Holdings

 	 
	 	By:  	 	 
	 	 	Name: 	 
	 	  	Title: 	 	 
	 
	SRA INTERNATIONAL, INC.,

as Company

 	 
	 	By:  	 	 
	 	  	Name: 	 	 
	 	 	Title: 	 	 
	 
	THE OTHER GRANTORS

LISTED ON SCHEDULE I HERETO,

 	 
	 	By:  	 	 
	 	  	Name: 	 
	 	  	Title: 	 



Annex II-4









 






	 	 	 	 	 



Schedule I to the

Supplement to the

First-Lien Intercreditor Agreement




Grantors





Annex II-5











 





EXHIBIT H




[FORM OF]




JUNIOR PRIORITY LIEN INTERCREDITOR AGREEMENT



among



STERLING PARENT INC.,



SRA INTERNATIONAL, INC.,



the other Grantors party hereto,



CITIBANK, N.A.,



as Senior Representative for the Credit Agreement Secured Parties,



[          ]



as the Initial Additional Junior Priority Representative



and



each additional Representative from time to time party hereto



dated as
of [     ], 20[    ]



 









 





          JUNIOR
PRIORITY LIEN INTERCREDITOR AGREEMENT dated as of [
       ], 20[    ] (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, this
“Agreement”), among STERLING PARENT INC., a Delaware Corporation (“Holdings”), SRA
INTERNATIONAL, INC., a Delaware corporation (the “Company”), the other Grantors (as defined
below) party hereto, CITIBANK, N.A. (“Citi”), as Representative for the Credit Agreement
Secured Parties (in such capacity together with its successors and assigns, the “Administrative
Agent”), [INSERT NAME AND CAPACITY], as Representative for the Initial Junior Priority Debt
Parties (in such capacity and together with its successors and assigns, the “Initial Junior
Priority Representative”), and each additional Junior Priority Representative and Senior
Representative that from time to time becomes a party hereto pursuant to Section 8.09.




          In consideration of the mutual agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Administrative
Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Junior
Priority Representative (for itself and on behalf of the Initial Junior Priority Debt Parties) and
each additional Senior Representative (for itself and on behalf of the Additional Senior Debt
Parties under the applicable Additional Senior Debt Facility) and each additional Junior Priority
Representative (for itself and on behalf of the Junior Priority Debt Parties under the applicable
Junior Priority Debt Facility) agree as follows:




ARTICLE I




Definitions



          SECTION 1.01. Certain Defined Terms. Capitalized terms used but not otherwise defined
herein have the meanings set forth in the Initial Credit Agreement or, if defined in the New York
UCC, the meanings specified therein. As used in this Agreement, the following terms have the
meanings specified below:




          “Additional Senior Debt” means any Indebtedness that is issued or guaranteed by the
Company and/or any Guarantor (other than Indebtedness constituting Credit Agreement Obligations)
which Indebtedness and Guarantees are secured by the Senior Collateral (or a portion thereof) on
a pari passu basis (but without regard to control of remedies) with the Credit Agreement
Obligations; provided, however, that (i) such Indebtedness is permitted to be incurred,
secured and guaranteed on such basis by each Senior Debt Document and Junior Priority Debt Document
then in effect and (ii) the Representative for the holders of such Indebtedness shall have become
party to (A) this Agreement pursuant to, and by satisfying the conditions set forth in, Section
8.09 hereof and (B) the Senior Priority Lien Intercreditor Agreement pursuant to, and by satisfying
the conditions set forth in, Section 5.13 thereof; provided further that, if such
Indebtedness will be the initial Additional Senior Debt incurred by the Company after the date
hereof, then the Guarantors, the Administrative Agent and the Representative for such Indebtedness
shall have executed and delivered the Senior Priority Lien Intercreditor Agreement. Additional
Senior Debt shall include any Registered Equivalent Notes and Guarantees thereof by the Guarantors
issued in exchange therefor.






 









 








          “Additional Senior Debt Documents” means, with respect to any series, issue or class
of Additional Senior Debt, the promissory notes, indentures, Collateral Documents or other
operative agreements evidencing or governing such Indebtedness, including the Senior Collateral
Documents.




          “Additional Senior Debt Facility” means each indenture, credit agreement, or other
governing agreement with respect to any Additional Senior Debt.




          “Additional Senior Debt Obligations” means, with respect to any series, issue or class
of Additional Senior Debt, (a) all principal of, and interest (including, without limitation, any
interest which accrues after the commencement of any Bankruptcy Case, whether or not allowed or
allowable as a claim in any such proceeding) payable with respect to, such Additional Senior Debt,
(b) all other amounts payable to the related Additional Senior Debt Parties under the related
Additional Senior Debt Documents and (c) any renewals or extensions of the foregoing.




          “Additional Senior Debt Parties” means, with respect to any series, issue or class of
Additional Senior Debt, the holders of such Indebtedness, the Representative with respect thereto,
any trustee or agent therefor under any related Additional Senior Debt Documents and the
beneficiaries of each indemnification obligation undertaken by the Company or any Guarantor under
any related Additional Senior Debt Documents.




          “Administrative Agent” has the meaning assigned to such term in the introductory
paragraph of this Agreement and shall include any successor administrative agent and collateral
agent as provided in Article VIII of the Initial Credit Agreement and shall also mean any Person
designated as an “Administrative Agent” for purposes of this Agreement under any Subsequent Credit
Agreement Documents pursuant to the terms of such Subsequent Credit Agreement Documents.




          “Agreement” has the meaning assigned to such term in the introductory paragraph of
this Agreement.




          “Bankruptcy Case” means a case under the Bankruptcy Code or any other Bankruptcy Law.




          “Bankruptcy Code” means Title 11 of the United States Code, as amended, or any similar
federal or state law for the relief of debtors.




          “Bankruptcy Law” means the Bankruptcy Code and any similar federal, state or foreign
law for the relief of debtors.




          “Class Debt” has the meaning assigned to such term in Section 8.09.




          “Class Debt Parties” has the meaning assigned to such term in Section 8.09.




          “Class Debt Representatives” has the meaning assigned to such term in Section 8.09.







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          “Citi” has the meaning assigned to such term in the introductory paragraph of this
Agreement.




          “Collateral” means the Senior Collateral and the Junior Priority
Collateral.




          “Collateral Agreement” means that certain Collateral Agreement, dated as of July 20,
2011, among Holdings, the Company, the other Grantors party thereto and the Credit Agreement
Collateral Agent, as amended, restated, amended and restated, extended, supplemented or otherwise
modified from time to time.




          “Collateral Documents” means the Senior Collateral Documents and the Junior Priority
Collateral Documents.




          “Company” has the meaning assigned to such term in the introductory paragraph of this
Agreement.




          “Credit Agreement” means (x) until the Discharge of Initial Credit Agreement
Obligations, the Initial Credit Agreement and (y), thereafter, any Subsequent Credit Agreement.




          “Credit Agreement Loan Documents” means the Credit Agreement and the other “Loan
Documents” as defined in the Initial Credit Agreement or the applicable definition designated by
the Company as being its equivalent in any Subsequent Credit Agreement for purposes of this
Agreement.




          “Credit Agreement Obligations” means the “Secured Obligations” as defined in the
Initial Credit Agreement or the definition in any Subsequent Credit Agreement Document designated
by the Company as being its equivalent for purposes of this Agreement.




          “Credit Agreement Secured Parties” means the “Secured Parties” as defined in the
Initial Credit Agreement or the definition in any Subsequent Credit Agreement Document designated
by the Company as being its equivalent for purposes of this Agreement.




          “Debt Facility” means any Senior Facility and any Junior Priority Debt
Facility.




          “Designated Junior Priority Representative” means (i) the Initial Junior Priority
Representative, until such time as the Junior Priority Debt Facility under the Initial Junior
Priority Debt Documents ceases to be the only Junior Priority Debt Facility under this Agreement
and (ii) thereafter, the Junior Priority Representative designated from time to time by the Junior
Priority Instructing Group, in a notice to the Designated Senior Representative and the Company
hereunder, as the “Designated Junior Priority Representative” for purposes hereof.




          “Designated Senior Representative” means (i) if at any time there is only one Senior
Representative for a Senior Facility with respect to which the Discharge of Senior Obligations has
not occurred, such Senior Representative and (ii) at any time when clause (i) does not apply, the
Applicable Authorized Representative (as defined in the Senior Priority Lien Intercreditor
Agreement) at such time.




          “DIP Financing” has the meaning assigned to such term in Section 6.01.







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          “Discharge” means, with respect to any Shared Collateral and any Debt Facility, the
date on which such Debt Facility and the Senior Obligations or Junior Priority Debt Obligations
thereunder, as the case may be, are no longer secured by such Shared Collateral pursuant to the
terms of the documentation governing such Debt Facility. The term
“Discharged” shall have a
corresponding meaning.




          “Discharge of Credit Agreement Obligations” means, the date on which the Discharge of
Initial Credit Agreement Obligations and Discharge of Subsequent Credit Agreement Obligations has
occurred.




          “Discharge of Initial Credit Agreement Obligations” means, with respect to any Shared
Collateral, the Discharge of the Credit Agreement Obligations with respect to such Shared
Collateral.




          “Discharge of Senior Obligations” means the date on which the Discharge of Credit
Agreement Obligations and the Discharge of each Additional Senior Debt Facility has occurred.




          “Discharge of Subsequent Credit Agreement Obligations” means, with respect to any
Shared Collateral, the Discharge of the Credit Agreement Obligations with respect to such Shared
Collateral.




          “Grantors” means Holdings, the Company and each Subsidiary or direct or indirect
parent company of the Company which has granted a security interest pursuant to any document to
secure any Secured Obligations.




          “Guarantors” means Holdings and the “Subsidiary Loan Parties” as defined in the
Initial Credit Agreement or the definition in any Subsequent Credit Agreement Document designated
by the Company as being its equivalent for purposes of this Agreement.




          “Holdings” has the meaning assigned to such term in the introductory paragraph of this
Agreement.




          “Initial Credit Agreement” means that certain Credit Agreement, dated as of July 20,
2011, among Holdings, Sterling Merger Inc., (the rights and obligations under which have been
assumed by the Company) the lenders from time to time party thereto, Citi, as administrative agent,
and the other parties thereto, as amended, restated, amended and restated, extended, supplemented
or otherwise modified from time to time.




          “Initial Junior Priority Debt” means the Junior Priority Debt incurred pursuant to the
Initial Junior Priority Debt Documents.




          “Initial Junior Priority Debt Documents” means that certain [[Indenture] dated as of [
      ], 20[    
], among the Company, [the Guarantors identified
therein,] [      ], as
[trustee], and [      ], as
[paying agent, registrar and transfer agent]] and any notes, security documents and other operative
agreements evidencing or governing such Indebtedness, including any agreement entered into for the
purpose of securing the Initial Junior Priority Debt Obligations.






4









 








          “Initial Junior Priority Debt Obligations” means the Junior Priority Debt Obligations
arising pursuant to the Initial Junior Priority Debt Documents.




          “Initial Junior Priority Debt Parties” means the holders of any Initial Junior
Priority Debt Obligations and the Initial Junior Priority Representative.




          “Initial Junior Priority Representative” has the meaning assigned to such term in the
introductory paragraph to this Agreement.




          “Insolvency or Liquidation Proceeding” means:





     (1) any case commenced by or against the Company or any other Grantor under any
Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment
or marshalling of the assets or liabilities of the Company or any other Grantor, any
receivership or assignment for the benefit of creditors relating to the Company or any
other Grantor or any similar case or proceeding relative to the Company or any other
Grantor or its creditors, as such, in each case whether or not voluntary;




     (2) any liquidation, dissolution, marshalling of assets or liabilities or other
winding up of or relating to the Company or any other Grantor, in each case whether or not
voluntary and whether or not involving bankruptcy or insolvency; or




     (3) any other proceeding of any type or nature in which substantially all claims of
creditors of the Company or any other Grantor are determined and any payment or
distribution is or may be made on account of such claims.



          “Intellectual Property” means all “Copyrights,” “Patents” and “Trademarks,” each as
defined in the Collateral Agreement.




          “Intercreditor Agreement” has the meaning assigned to such term in Section 5.03(a).




          “Joinder Agreement” means a supplement to this Agreement in the form of Annex III or
Annex IV hereof required to be delivered by a Representative to the Designated Senior
Representative pursuant to Section 8.09 hereof in order to include an additional Debt Facility
hereunder and to become the Representative hereunder for the Senior Secured Parties or Junior
Priority Secured Parties, as the case may be, under such Debt Facility.




          “Junior Priority Class Debt” has the meaning assigned to such term in Section 8.09.




          “Junior Priority Class Debt Parties” has the meaning assigned to such term in Section
8.09.




          “Junior Priority Class Debt Representative” has the meaning assigned to such term in
Section 8.09.







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          “Junior Priority Collateral” means any “Collateral” as defined in any Junior Priority
Debt Document or any other assets of the Borrower or any other Grantor with respect to which a Lien
is granted or purported to be granted pursuant to a Junior Priority Collateral Document as security
for any Junior Priority Debt Obligation.




          “Junior Priority Collateral Documents” means the Initial Junior Priority Collateral
Documents and each of the collateral agreements, security agreements and other instruments and
documents executed and delivered by the Company or any Grantor for purposes of providing collateral
security for any Junior Priority Debt Obligation.




          “Junior Priority Debt” means any Indebtedness of the Borrower or any other Grantor
guaranteed by the Guarantors (and not guaranteed by any Subsidiary that is not a Guarantor),
including the Initial Junior Priority Debt, which Indebtedness and guarantees are secured by the
Junior Priority Collateral on a pari passu basis (but without regard to control of
remedies, other than as provided by the terms of the applicable Junior Priority Debt Documents)
with any other Junior Priority Debt Obligations and the applicable Junior Priority Debt Documents
which provide that such Indebtedness and guarantees are to be secured by such Junior Priority
Collateral on a subordinate basis to the Senior Debt Obligations (and which is not secured by Liens
on any assets of the Borrower or any other Grantor other than the Junior Priority Collateral or
which are not included in the Senior Collateral); provided, however, that (i) such
Indebtedness is permitted to be incurred, secured and guaranteed on such basis by each Senior Debt
Document and Junior Priority Debt Document then in effect and (ii) except in the case of the
Initial Junior Priority Debt hereunder, the Representative for the holders of such Indebtedness
shall have become party to this Agreement pursuant to, and by satisfying the conditions set forth
in, Section 8.09 hereof. Junior Priority Debt shall include any Registered Equivalent Notes and
Guarantees thereof by the Guarantors issued in exchange therefor.




          “Junior Priority Debt Documents” means the Initial Junior Priority Debt Documents and,
with respect to any series, issue or class of Junior Priority Debt, the promissory notes,
indentures, Collateral Documents or other operative agreements evidencing or governing such
Indebtedness, including the Junior Priority Collateral Documents.




          “Junior Priority Debt Facility” means each indenture or other governing agreement with
respect to any Junior Priority Debt.




          “Junior Priority Debt Obligations” means the Initial Junior Priority Debt Obligations
and, with respect to any series, issue or class of Junior Priority Debt, (a) all principal of, and
interest (including, without limitation, any interest which accrues after the commencement of any
Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable
with respect to, such Junior Priority Debt, (b) all other amounts payable to the related Junior
Priority Debt Parties under the related Junior Priority Debt Documents and (c) any renewals or
extensions of the foregoing.




          “Junior Priority Debt Parties” means the Initial Junior Priority Debt Parties and,
with respect to any series, issue or class of Junior Priority Debt, the holders of such
Indebtedness, the Representative with respect thereto, any trustee or agent therefor under any
related







6









 







Junior Priority Debt Documents and the beneficiaries of each indemnification obligation undertaken by
the Borrower or any other Grantor under any related Junior Priority Debt Documents.




          “Junior Priority Instructing Group” means Junior Priority Representatives with respect
to Junior Priority Debt Facilities under which at least a majority of the then aggregate amount of
Junior Priority Debt Obligations are outstanding.




          “Junior Priority Lien” means the Liens on the Junior Priority Collateral in favor of
Junior Priority Debt Parties under Junior Priority Collateral Documents.




          “Junior Priority Representative” means (i) in the case of the Initial Junior Priority
Debt Facility covered hereby, the Initial Junior Priority Representative and (ii) in the case of
any Junior Priority Debt Facility and the Junior Priority Debt Parties thereunder the trustee,
administrative agent, collateral agent, security agent or similar agent under such Junior Priority
Debt Facility that is named as the Representative in respect of such Junior Priority Debt Facility
in the applicable Joinder Agreement.




          “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement (or any financing lease having substantially the same economic effect as any of
the foregoing) relating to such asset.




          “New York UCC” means the Uniform Commercial Code as from time to time in effect in the
State of New York.




          “Officer’s Certificate” has the meaning assigned to such term in Section
8.08.




          “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, governmental authority or other entity.




          “Pledged or Controlled Collateral” has the meaning assigned to such term in Section
5.05(a).




          “Proceeds” means the proceeds of any sale, collection or other liquidation of Shared
Collateral and any payment or distribution made in respect of Shared Collateral in a Bankruptcy
Case and any amounts received by any Senior Representative or any Senior Secured Party from a
Junior Priority Debt Party in respect of Shared Collateral pursuant to this Agreement.




          “Recovery” has the meaning assigned to such term in Section 6.04.




          “Refinance” means, in respect of any indebtedness, to refinance, extend, renew,
defease, amend, increase, modify, supplement, restructure, refund, replace or repay, or to issue
other indebtedness or enter alternative financing arrangements, in exchange or replacement for such
indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents,
borrowers and/or guarantors, and including in each case, but not limited to, after the original
instrument giving rise to such indebtedness has been terminated and including, in each







7









 







case, through any credit agreement, indenture or other agreement. “Refinanced” and
“Refinancing” have correlative meanings.




          “Representatives” means the Senior Representatives and the Junior Priority
Representatives.




          “SEC” means the United States Securities and Exchange Commission and any successor
agency thereto.




          “Secured Obligations” means the Senior Obligations and the Junior Priority Debt
Obligations.




          “Secured Parties” means the Senior Secured Parties and the Junior Priority Debt
Parties.




          “Senior Class Debt” has the meaning assigned to such term in Section 8.09.




          “Senior Class Debt Parties” has the meaning assigned to such term in Section 8.09.




          “Senior Class Debt Representative” has the meaning assigned to such term in Section
8.09.




          “Senior Collateral” means any “Collateral” as defined in any Credit Agreement Loan
Document or any other Senior Debt Document or any other assets of the Company or any other Grantor
with respect to which a Lien is granted or purported to be granted pursuant to a Senior Collateral
Document as security for any Senior Obligations.




          “Senior Collateral Documents” means the Collateral Agreement and the other “Security
Documents” as defined in the Initial Credit Agreement or the definition in any Subsequent Credit
Agreement Document designated by the Company as being its equivalent for purposes of this
Agreement, the Senior Priority Lien Intercreditor Agreement (upon and after the initial execution
and delivery thereof by the initial parties thereto) and each of the collateral agreements,
security agreements and other instruments and documents executed and delivered by Holdings, the
Company or any other Grantor for purposes of providing collateral security for any Senior
Obligation.




          “Senior Debt Documents” means (a) the Credit Agreement Loan Documents and (b) any
Additional Senior Debt Documents.




          “Senior Facilities” means the Credit Agreement and any Additional Senior Debt
Facilities.




          “Senior Lien” means the Liens on the Senior Collateral in favor of the Senior Secured
Parties under the Senior Collateral Documents.




          “Senior Obligations” means the Credit Agreement Obligations and any Additional Senior
Debt Obligations.







8









 








          “Senior Priority Lien Intercreditor Agreement” has the meaning assigned to such term
in the Initial Credit Agreement.




          “Senior Representative” means (i) in the case of any Credit Agreement Obligations or
the Credit Agreement Secured Parties, the Administrative Agent, (ii) in the case of any Additional
Senior Debt Facility and the Additional Senior Debt Parties thereunder (including with respect to
any Additional Senior Debt Facility initially covered hereby on the date of this Agreement) the
trustee, administrative agent, collateral agent, security agent or similar agent under such
Additional Senior Debt Facility that is named as the Representative in respect of such Additional
Senior Debt Facility in the applicable Joinder Agreement.




          “Senior Secured Parties” means the Credit Agreement Secured Parties and any Additional
Senior Debt Parties.




          “Shared Collateral” means, at any time, Collateral in which the holders of Senior
Obligations under at least one Senior Facility and the holders of Junior Priority Debt Obligations
under at least one Junior Priority Debt Facility (or their Representatives) hold a security
interest at such time (or, in the case of the Senior Facilities, are deemed pursuant to Article II
to hold a security interest). If, at any time, any portion of the Senior Collateral under one or
more Senior Facilities does not constitute Junior Priority Collateral under one or more Junior
Priority Debt Facilities, then such portion of such Senior Collateral shall constitute Shared
Collateral only with respect to the Junior Priority Debt Facilities for which it constitutes Junior
Priority Collateral and shall not constitute Shared Collateral for any Junior Priority Debt
Facility which does not have a security interest in such Collateral at such time.




          “Subsequent Credit Agreement” means any agreement, instrument or document which
Refinances the Initial Credit Agreement in whole the obligations under which are secured by the
Shared Collateral under one or more Senior Collateral Documents and is designated in writing by the
Administrative Agent with respect thereto and the Company for purposes of this Agreement as a
“Credit Agreement” to each other Representative. For the avoidance of doubt, no Subsequent Credit
Agreement shall be permitted to exist or be designated hereunder until the Discharge of Initial
Credit Agreement Obligations).




          “Subsequent Credit Agreement Documents” means each Subsequent Credit Agreement, the
Credit Agreement Collateral Documents relating thereto and other operative agreements evidencing or
governing such indebtedness and liens securing such indebtedness;
provided, however, that (i) the
Indebtedness thereunder is permitted to be incurred, secured and guaranteed on such basis by each
Senior Debt Document and Junior Priority Debt Document then in effect and (ii) the Representative
for the holders of such Indebtedness shall have become party to (A) this Agreement pursuant to, and
by satisfying the conditions set forth in, Section 8.09 hereof and (B) the Senior Priority Lien
Intercreditor Agreement pursuant to, and by satisfying the conditions set forth in, Section 5.13
thereof.




          “Uniform Commercial Code” or “UCC” means, unless otherwise specified, the
Uniform Commercial Code as from time to time in effect in the State of New York.







9









 








          SECTION 1.02. Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument, other
document, statute or regulation herein shall be construed as referring to such agreement,
instrument, other document, statute or regulation as from time to time amended, supplemented or
otherwise modified, (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person
unless express reference is made to such subsidiaries, (iii) the words “herein,” “hereof” and
“hereunder,” and words of similar import, shall be construed to refer to this Agreement in its
entirety and not to any particular provision hereof, (iv) all references herein to Articles,
Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this
Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall
be construed to have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and contract rights and (vi)
the term “or” is not exclusive.




ARTICLE II




Priorities and Agreements with Respect to Shared Collateral



          SECTION 2.01. Subordination. (a) Notwithstanding the date, time, manner or order of
filing or recordation of any document or instrument or grant, attachment or perfection of any Liens
granted to any Junior Priority Representative or any Junior Priority Debt Parties on the Shared
Collateral or of any Liens granted to any Senior Representative or any other Senior Secured Party
on the Shared Collateral (or any actual or alleged defect in any of the foregoing) and
notwithstanding any provision of the UCC, any applicable law, any Junior Priority Debt Document or
any Senior Debt Document or any other circumstance whatsoever, each Junior Priority Representative,
on behalf of itself and each Junior Priority Debt Party under its Junior Priority Debt Facility,
hereby agrees that (a) any Lien on the Shared Collateral securing any Senior Obligations now or
hereafter held by or on behalf of any Senior Representative or any other Senior Secured Party or
other agent or trustee therefor, regardless of how acquired, whether by grant, statute, operation
of law, subrogation or otherwise, shall have priority over and be senior in all respects and prior
to any Lien on the Shared Collateral securing any Junior Priority Debt Obligations and (b) any Lien
on the Shared Collateral securing any Junior Priority Debt Obligations now or hereafter held by or
on behalf of any Junior Priority Representative, any Junior Priority Debt Parties or any Junior
Priority Representative or other agent or trustee therefor, regardless of how acquired, whether by
grant, statute, operation of law, subrogation or otherwise, shall be junior and subordinate in all
respects to all Liens on the Shared Collateral securing any Senior Obligations. All Liens on the
Shared Collateral securing any Senior Obligations shall be and remain senior in all respects and
prior to all Liens on the Shared Collateral securing any Junior Priority Debt Obligations for all
purposes, whether or not such Liens securing any Senior Obligations are subordinated to any Lien
securing any other obligation of the Company, any Grantor or any other Person or otherwise
subordinated, voided, avoided, invalidated or lapsed.





10












 





          SECTION 2.02. Nature of Senior Lender Claims. Each Junior Priority
Representative, on behalf of itself and each Junior Priority Debt Party under its Junior Priority
Debt Facility, acknowledges that (a) a portion of the Senior Obligations is revolving in nature and
that the amount thereof that may be outstanding at any time or from time to time may be increased
or reduced and subsequently reborrowed, (b) the terms of the Senior Debt Documents and the Senior
Obligations may be amended, supplemented or otherwise modified, and the Senior Obligations, or a
portion thereof, may be Refinanced from time to time and (c) the aggregate amount of the Senior
Obligations may be increased, in each case, without notice to or consent by the Junior Priority
Representatives or the Junior Priority Debt Parties and without affecting the provisions hereof.
The Lien priorities provided for in Section 2.01 shall not be altered or otherwise affected by any
amendment, supplement or other modification, or any Refinancing, of either the Senior Obligations
or the Junior Priority Debt Obligations, or any portion thereof. As between the Company and the
other Grantors and the Junior Priority Debt Parties, the foregoing provisions will not limit or
otherwise affect the obligations of the Company and the Grantors contained in any Junior Priority
Debt Document with respect to the incurrence of additional Senior Obligations.




          SECTION 2.03. Prohibition on Contesting Liens. Each of the Junior Priority
Representatives, for itself and on behalf of each Junior Priority Debt Party under its Junior
Priority Debt Facility, agrees that it shall not (and hereby waives any right to) contest or
support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any
Senior Obligations held (or purported to be held) by or on behalf of any Senior Representative or
any of the other Senior Secured Parties or other agent or trustee therefor in any Senior
Collateral, and the Senior Representative, for itself and on behalf of each Senior Secured Party
under its Senior Facility, agrees that it shall not (and hereby waives any right to) contest or
support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation
Proceeding), the validity, extent, perfection, priority or enforceability of any Lien securing any
Junior Priority Debt Obligations held (or purported to be held) by or on behalf of any Junior
Priority Representative or any of the Junior Priority Debt Parties in the Junior Priority
Collateral. Notwithstanding the foregoing, no provision in this Agreement shall be construed to
prevent or impair the rights of any Senior Representative to enforce this Agreement (including the
priority of the Liens securing the Senior Obligations as provided in Section 2.01) or any of the
Senior Debt Documents.




          SECTION 2.04. No New Liens. The parties hereto agree that, so long as the Discharge of
Senior Obligations has not occurred, (a) none of the Grantors shall grant or permit any additional
Liens on any asset or property of any Grantor to secure any Junior Priority Debt Obligation unless
it has granted, or concurrently therewith grants, a Lien on such asset or property of such Grantor
to secure the Senior Obligations; and (b) if any Junior Priority Representative or any Junior
Priority Debt Party shall hold any Lien on any assets or property of any Grantor securing any
Junior Priority Obligations that are not also subject to the first-priority Liens securing all
Senior Obligations under the Senior Collateral Documents, such Junior Priority Representative or
Junior Priority Debt Party
(i) shall notify the Designated Senior Representative promptly upon becoming aware thereof
and, unless such Grantor shall promptly grant a similar Lien on such assets or property to each
Senior Representative as security for the Senior Obligations, shall assign such Lien to the
Designated Senior Representative as security for all Senior Obligations for the benefit of the
Senior Secured Parties (but may retain a junior lien on such as-







11









 







sets or property subject to the terms hereof) and (ii) until such assignment or such grant of a
similar Lien to each Senior Representative, shall be deemed to hold and have held such Lien for the
benefit of each Senior Representative and the other Senior Secured Parties as security for the
Senior Obligations.




          SECTION 2.05. Perfection of Liens. Except for the limited agreements of the Senior
Representatives pursuant to Section 5.05 hereof, none of the Senior Representatives or the Senior
Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with
respect to the Shared Collateral for the benefit of the Junior Priority Representatives or the
Junior Priority Debt Parties. The provisions of this Agreement are intended solely to govern the
respective Lien priorities as between the Senior Secured Parties and the Junior Priority Debt
Parties and shall not impose on the Senior Representatives, the Senior Secured Parties, the Junior
Priority Representatives, the Junior Priority Debt Parties or any agent or trustee therefor any
obligations in respect of the disposition of Proceeds of any Shared Collateral which would conflict
with prior perfected claims therein in favor of any other Person or any order or decree of any
court or governmental authority or any applicable law.




          SECTION 2.06. Certain Cash Collateral. Notwithstanding anything in this Agreement or
any other Senior Debt Documents or Junior Priority Debt Documents to the contrary, collateral
consisting of cash and cash equivalents pledged to secure Credit Agreement Obligations consisting
of reimbursement obligations in respect of Letters of Credit or otherwise held by the
Administrative Agent pursuant to Section 2.05(j), 2.11(b) or 2.23(a)(ii) of the Credit Agreement
(or any equivalent successor provision) shall be applied as specified in the Credit Agreement and
will not constitute Shared Collateral.




ARTICLE III




Enforcement.




          SECTION 3.01. Exercise of Remedies.




          (a) So long as the Discharge of Senior Obligations has not occurred, whether or not any
Insolvency or Liquidation Proceeding has been commenced by or against the Company or any other
Grantor, (i) neither any Junior Priority Representative nor any Junior Priority Debt Party will (x)
exercise or seek to exercise any rights or remedies (including setoff) with respect to any Shared
Collateral in respect of any Junior Priority Debt Obligations, or institute any action or
proceeding with respect to such rights or remedies (including any action of foreclosure), (y)
contest, protest or object to any foreclosure proceeding or action brought with respect to the
Shared Collateral or any other Senior Collateral by any Senior Representative or any Senior Secured
Party in respect of the Senior Obligations, the exercise of any right by any Senior Representative
or any Senior Secured Party (or any agent or sub-agent on their behalf) in respect of the Senior
Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or
similar agreement or arrangement to which any Senior Representative or
any Senior Secured Party either is a party or may have rights as a third party beneficiary, or
any other exercise by any such party of any rights and remedies relating to the Shared Collateral
under the Senior Debt Documents or otherwise in respect of the Senior Collateral or the Senior
Obligations, or (z) object to the forbearance by the Senior Secured Parties from bringing or
pursuing






12









 







any foreclosure proceeding or action or any other exercise of any rights or remedies relating to
the Shared Collateral in respect of Senior Obligations and (ii) except as otherwise provided
herein, the Senior Representatives and the Senior Secured Parties shall have the exclusive right to
enforce rights, exercise remedies (including setoff and the right to credit bid their debt) and
make determinations regarding the release, disposition or restrictions with respect to the Shared
Collateral without any consultation with or the consent of any Junior Priority Representative or
any Junior Priority Debt Party; provided, however, that (A) in any Insolvency or Liquidation
Proceeding commenced by or against the Company or any other Grantor, any Junior Priority
Representative may file a claim or statement of interest with respect to the Junior Priority Debt
Obligations under its Junior Priority Debt Facility, (B) any Junior Priority Representative may
take any action (not adverse to the prior Liens on the Shared Collateral securing the Senior
Obligations or the rights of the Senior Representatives or the Senior Secured Parties to exercise
remedies in respect thereof) in order to create, prove, perfect, preserve or protect (but not
enforce) its rights in, and perfection and priority of its Lien on, the Shared Collateral, (C) any
Junior Priority Representative and the Junior Priority Secured Parties may exercise their rights
and remedies as unsecured creditors, as provided in Section 5.04, and (D) any Junior Priority
Representative may exercise the rights and remedies provided for in Section 6.03. In exercising
rights and remedies with respect to the Senior Collateral, the Senior Representatives and the
Senior Secured Parties may enforce the provisions of the Senior Debt Documents and exercise
remedies thereunder, all in such order and in such manner as they may determine in the exercise of
their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed
by them to sell or otherwise dispose of Shared Collateral upon foreclosure, to incur expenses in
connection with such sale or disposition and to exercise all the rights and remedies of a secured
lender under the Uniform Commercial Code of any applicable jurisdiction and of a secured creditor
under Bankruptcy Laws of any applicable jurisdiction.




          (b) So long as the Discharge of Senior Obligations has not occurred, each Junior Priority
Representative, on behalf of itself and each Junior Priority Debt Party under its Junior Priority
Debt Facility, agrees that it will not, in the context of its role as secured creditor, take or
receive any Shared Collateral or any Proceeds of Shared Collateral in connection with the exercise
of any right or remedy (including setoff) with respect to any Shared Collateral in respect of
Junior Priority Debt Obligations. Without limiting the generality of the foregoing, unless and
until the Discharge of Senior Obligations has occurred, except as expressly provided in the proviso
in clause (ii) of Section 3.01(a), the sole right of the Junior Priority Representatives and the
Junior Priority Debt Parties with respect to the Shared Collateral is to hold a Lien on the Shared
Collateral in respect of Junior Priority Debt Obligations pursuant to the Junior Priority
Debt Documents for the period and to the extent granted therein and to receive a share of the
Proceeds thereof, if any, after the Discharge of Senior Obligations has occurred.




          (c) Subject to the proviso in clause (ii) of Section 3.01(a), (i) each Junior Priority
Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior
Priority Debt Facility, agrees that neither such Junior Priority Representative nor any such Junior
Priority Debt Party will take any action that would hinder any exercise of remedies undertaken by
any Senior Representative or any Senior Secured Party with respect to the Shared Collateral under
the Senior Debt Documents, including any sale, lease, exchange, transfer or other disposition of
the Shared Collateral, whether by foreclosure or otherwise, and (ii) each Junior Priority
Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior Priority





13









 







Debt Facility, hereby waives any and all rights it or any such Junior Priority Debt Party may
have as a junior lien creditor or otherwise to object to the manner in which the Senior
Representatives or the Senior Secured Parties seek to enforce or collect the Senior Obligations or
the Liens granted on any of the Senior Collateral, regardless of whether any action or failure to
act by or on behalf of any Senior Representative or any other Senior Secured Party is adverse to
the interests of the Junior Priority Debt Parties.




          (d) Each Junior Priority Representative hereby acknowledges and agrees that no covenant,
agreement or restriction contained in any Junior Priority Debt Document shall be deemed to restrict
in any way the rights and remedies of the Senior Representatives or the Senior Secured Parties with
respect to the Senior Collateral as set forth in this Agreement and the Senior Debt Documents.




          (e) Until the Discharge of Senior Obligations, the Designated Senior Representative shall have
the exclusive right to exercise any right or remedy with respect to the Shared Collateral and shall
have the exclusive right to determine and direct the time, method and place for exercising such
right or remedy or conducting any proceeding with respect thereto. Following the Discharge of
Senior Obligations, the Junior Priority Instructing Group and the Designated Junior Priority
Representative shall have the exclusive right to exercise any right or remedy with respect to the
Collateral, and the Junior Priority Instructing Group and Designated Junior Priority Representative
shall have the exclusive right to direct the time, method and place of exercising or conducting any
proceeding for the exercise of any right or remedy available to the Junior Priority Debt Parties
with respect to the Collateral, or of exercising or directing the exercise of any trust or power
conferred on the Junior Priority Representatives, or for the taking of any other action authorized
by the Junior Priority Collateral Documents; provided, however, that nothing in
this Section shall impair the right of any Junior Priority Representative or other agent or trustee
acting on behalf of the Junior Priority Debt Parties to take such actions with respect to the
Collateral after the Discharge of Senior Obligations as may be otherwise required or authorized
pursuant to any intercreditor agreement governing the Junior Priority Debt Parties or the Junior
Priority Debt Obligations.




          SECTION 3.02. Cooperation. Subject to the proviso in clause (ii) of Section 3.01(a),
each Junior Priority Representative, on behalf of itself and each Junior Priority Debt Party under
its Junior Priority Debt Facility, agrees that, unless and until the
Discharge of Senior Obligations has occurred, it will not commence, or join with any Person
(other than the Senior Secured Parties and the Senior Representatives upon the request of the
Designated Senior Representative) in commencing, any enforcement, collection, execution, levy or
foreclosure action or proceeding with respect to any Lien held by it in the Shared Collateral under
any of the Junior Priority Debt Documents or otherwise in respect of the Junior Priority Debt
Obligations.




          SECTION 3.03. Actions upon Breach. Should any Junior Priority Representative or any
Junior Priority Debt Party in any way take, attempt to take or threaten to take any action with
respect to the Shared Collateral (including any attempt to realize upon or enforce any remedy with
respect to this Agreement) or fail to take any action required by this Agreement, any Senior
Representative or other Senior Secured Party (in its or their own name or in the name of the
Company or any other Grantor) may obtain relief against such Junior Priority Representative or such
Junior Priority Debt Party by injunction, specific performance or other appropriate





14









 







equitable relief. Each Junior Priority Representative, on behalf of itself and each Junior Priority
Debt Party under its Junior Priority Facility, hereby (i) agrees that the Senior Secured Parties’
damages from the actions of the Junior Party Representatives or any Junior Priority Debt Party may
at that time be difficult to ascertain and may be irreparable and waives any defense that the
Company, any other Grantor or the Senior Secured Parties cannot demonstrate damage or be made whole
by the awarding of damages and (ii) irrevocably waives any defense based on the adequacy of a
remedy at law and any other defense that might be asserted to bar the remedy of specific
performance in any action that may be brought by any Senior Representative or any other Senior
Secured Party.




ARTICLE IV




Payments




          SECTION 4.01. Application of Proceeds. After an event of default under any Senior Debt
Document has occurred and until such event of default is cured or waived, so long as the Discharge
of Senior Obligations has not occurred, the Shared Collateral or Proceeds thereof received in
connection with the sale or other disposition of, or collection on, such Shared Collateral upon the
exercise of remedies shall be applied by the Designated Senior Representative to the Senior
Obligations in such order as specified in the relevant Senior Debt Documents until the Discharge of
Senior Obligations has occurred. Upon the Discharge of Senior Obligations, each applicable Senior
Representative shall deliver promptly to the Designated Junior Priority Representative any Shared
Collateral or Proceeds thereof held by it in the same form as received, with any necessary
endorsements, or as a court of competent jurisdiction may otherwise direct, to be applied by the
Designated Junior Priority Representative to the Junior Priority Debt Obligations in such order as
specified in the relevant Junior Priority Debt Documents.




          SECTION 4.02.Payments Over. Any Shared Collateral or Proceeds thereof received by any
Junior Priority Representative or any Junior Priority Debt Party in connection with the exercise of
any right or remedy (including setoff) relating to the Shared Collateral in contravention of this
Agreement shall be segregated and held in trust for (or, if not possible under applicable law, for
the benefit of) and forthwith paid over to
the Designated Senior Representative for the benefit of the Senior Secured Parties in the same
form as received, with any necessary endorsements, or as a court of competent jurisdiction may
otherwise direct. The Designated Senior Representative is hereby authorized to make any such
endorsements as agent for each of the Junior Priority Representatives or any such Junior Priority
Debt Party. This authorization is coupled with an interest and is irrevocable.




ARTICLE V




Other Agreements




          SECTION 5.01. Releases.




          (a) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt
Party under its Junior Priority Debt Facility, agrees that, in the event of a sale, transfer or
other disposition of any specified item of Shared Collateral (including all or





15









 







substantially all of the equity interests of any subsidiary of the Company), the Liens granted to the
Junior Priority Representatives and the Junior Priority Debt Parties upon such Shared Collateral to
secure Junior Priority Debt Obligations shall terminate and be released, automatically and without
any further action, concurrently with the termination and release of all Liens granted upon such
Shared Collateral to secure Senior Obligations. Upon delivery to a Junior Priority Representative
of an Officer’s Certificate stating that any such termination and release of Liens securing the
Senior Obligations has become effective (or shall become effective concurrently with such
termination and release of the Liens granted to the Junior Priority Debt Parties and the Junior
Priority Representatives) and any necessary or proper instruments of termination or release
prepared by the Company or any other Grantor, such Junior Priority Representative will promptly
execute, deliver or acknowledge, at the Company’s or the other Grantor’s sole cost and expense,
such instruments to evidence such termination and release of the Liens. Nothing in this Section
5.01(a) will be deemed to affect any agreement of a Junior Priority Representative, for itself and
on behalf of the Junior Priority Debt Parties under its Junior Priority Debt Facility, to release
the Liens on the Junior Priority Collateral as set forth in the relevant Junior Priority Debt
Documents.




          (b) Each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt
Party under its Junior Priority Debt Facility, hereby irrevocably constitutes and appoints the
Designated Senior Representative and any officer or agent of the Designated Senior Representative,
with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable
power and authority in the place and stead of such Junior Priority Representative or such Junior
Priority Debt Party or in the Designated Senior Representative’s own name, from time to time in the
Designated Senior Representative’s discretion, for the purpose of carrying out the terms of Section
5.01(a), to take any and all appropriate action and to execute any and all documents and
instruments that may be necessary or desirable to accomplish the purposes of Section 5.01(a),
including any termination statements, endorsements or other instruments of transfer or release.




          (c) Unless and until the Discharge of Senior Obligations has occurred, each Junior Priority
Representative, for itself and on behalf of each Junior Priority Debt
Party under its Junior Priority Debt Facility, hereby consents to the application, whether
prior to or after an event of default under any Senior Debt Document of proceeds of Shared
Collateral to the repayment of Senior Obligations pursuant to the
Senior Debt Documents, provided
that nothing in this Section 5.01(c) shall be construed to prevent or impair the rights of the
Junior Priority Representatives or the Junior Priority Debt Parties to receive proceeds in
connection with the Junior Priority Debt Obligations not otherwise in contravention of this
Agreement.




          (d) Notwithstanding anything to the contrary in any Junior Priority Collateral Document, in
the event the terms of a Senior Collateral Document and a Junior Priority Collateral Document each
require any Grantor (i) to make payment in respect of any item of Shared Collateral to, (ii) to
deliver or afford control over any item of Shared Collateral to, or deposit any item of Shared
Collateral with, (iii) to register ownership of any item of Shared Collateral in the name of or
make an assignment of ownership of any Shared Collateral or the rights thereunder to, (iv) cause
any securities intermediary, commodity intermediary or other Person acting in a similar capacity to
agree to comply, in respect of any item of Shared Collateral, with instructions or orders from, or
to treat, in respect of any item of Shared Collateral, as the entitlement holder,






16









 







(v) hold any item of Shared Collateral in trust for (to the extent such item of Shared Collateral
cannot be held in trust for multiple parties under applicable law), (vi) obtain the agreement of a
bailee or other third party to hold any item of Shared Collateral for the benefit of or subject to
the control of or, in respect of any item of Shared Collateral, to follow the instructions of or
(vii) obtain the agreement of a landlord with respect to access to leased premises where any item
of Shared Collateral is located or waivers or subordination of rights with respect to any item of
Shared Collateral in favor of, in any case, both the Designated Senior Representative and any
Junior Priority Representative or Junior Priority Debt Party, such Grantor may, until the
applicable Discharge of Senior Obligations has occurred, comply with such requirement under the
Junior Priority Collateral Document as it relates to such Shared Collateral by taking any of the
actions set forth above only with respect to, or in favor of, the Designated Senior Representative.




          SECTION 5.02. Insurance and Condemnation Awards. Unless and until the Discharge of
Senior Obligations has occurred, the Designated Senior Representative and the Senior Secured
Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the
Senior Debt Documents, (a) to be named as additional insured and loss payee under any insurance
policies maintained from time to time by any Grantor, (b) to adjust settlement for any insurance
policy covering the Shared Collateral in the event of any loss thereunder and (c) to approve any
award granted in any condemnation or similar proceeding affecting the Shared Collateral. Unless and
until the Discharge of Senior Obligations has occurred, all proceeds of any such policy and any
such award, if in respect of the Shared Collateral, shall be paid (i) first, prior to the
occurrence of the Discharge of Senior Obligations, to the Designated Senior Representative for the
benefit of Senior Secured Parties pursuant to the terms of the Senior Debt Documents, (ii) second,
after the occurrence of the Discharge of Senior Obligations, to the Designated Junior Priority
Representative for the benefit of the Junior Priority Debt Parties pursuant to the terms of the
applicable Junior Priority Debt
Documents and (iii) third, if no Junior Priority Debt Obligations are outstanding, to the
owner of the subject property, such other Person as may be entitled thereto or as a court of
competent jurisdiction may otherwise direct. If any Junior Priority Representative or any Junior
Priority Debt Party shall, at any time, receive any proceeds of any such insurance policy or any
such award in contravention of this Agreement, it shall pay such proceeds over to the Designated
Senior Representative in accordance with the terms of Section 4.02.




          SECTION 5.03. Amendments to Junior Priority Collateral Documents.




          (a) Except to the extent not prohibited by any Senior Debt Document, no Junior Priority
Collateral Document may be amended, supplemented or otherwise modified or entered into to the
extent such amendment, supplement or modification, or the terms of any new Junior Priority
Collateral Document, would be prohibited by or inconsistent with any of the terms of this
Agreement. The Company agrees to deliver to the Designated Senior Representative copies of (i) any
amendments, supplements or other modifications to the Junior Priority Collateral Documents and (ii)
any new Junior Priority Collateral Documents promptly after effectiveness thereof. Each Junior
Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its
Junior Priority Debt Facility, agrees that each Junior Priority Collateral Document under its
Junior Priority Debt Facility shall include the following language (or language to similar effect
reasonably approved by the Designated Senior Representative):




17









 









“Notwithstanding anything herein to the contrary, (i) the liens and security interests
granted to the [Junior Priority Representative] pursuant to this Agreement are expressly
subject and subordinate to the liens and security interests granted in favor of the Senior
Secured Parties (as defined in the Intercreditor Agreement referred to below), including
liens and security interests granted to Citibank, N.A., as administrative agent, pursuant
to or in connection with the Credit Agreement dated as of July 20, 2011 (as amended,
restated, supplemented or otherwise modified from time to time), among Sterling Parent
Inc., a Delaware corporation, Sterling Merger Inc. (the rights and obligations of which
have been assumed by SRA International, Inc.), the lenders from time to time party thereto
and Citibank, N.A., as administrative agent, and the other parties thereto, and (ii) the
exercise of any right or remedy by the [Junior Priority Representative] hereunder is
subject to the limitations and provisions of the Junior Priority Lien Intercreditor
Agreement dated as of [ ], 20[ ] (as amended, restated, supplemented or otherwise modified
from time to time, the “Intercreditor Agreement”), among Citibank, N.A., as Senior
Representative for the Credit Agreement Secured Parties,
[                       
          ] and its subsidiaries and affiliated entities party thereto. In the event of any
conflict between the terms of the Intercreditor Agreement and the terms of this
Agreement, the terms of the Intercreditor Agreement shall govern.”



          (b) In the event that each applicable Senior Representative and/or the Senior Secured Parties
enter into any amendment, waiver or consent in respect of any of the Senior Collateral Documents
for the purpose of adding to or deleting from, or
waiving or consenting to any departures from any provisions of, any Senior Collateral Document
or changing in any manner the rights of the Senior Representatives, the Senior Secured Parties, the
Company or any other Grantor thereunder (including the release of any Liens in Senior Collateral)
in a manner that is applicable to all Senior Facilities, then such amendment, waiver or consent
shall apply automatically to any comparable provision of each comparable Junior Priority Collateral
Document without the consent of any Junior Priority Representative or any Junior Priority Debt
Party and without any action by any Junior Priority Representative, the Company or any other
Grantor; provided, however, that written notice of such amendment, waiver or
consent shall have been given to each Junior Priority Representative within 10 Business Days after
the effectiveness of such amendment, waiver or consent.




          SECTION 5.04. Rights as Unsecured Creditors. Notwithstanding anything to the contrary
in this Agreement, the Junior Priority Representatives and the Junior Priority Debt Parties may
exercise rights and remedies as unsecured creditors against the Company and any other Grantor in
accordance with the terms of the Junior Priority Debt Documents and applicable law so long as such
rights and remedies do not violate any express provision of this Agreement. Nothing in this
Agreement shall prohibit the receipt by any Junior Priority Representative or any Junior Priority
Debt Party of the required payments of principal, premium, interest, fees and other amounts due
under the Junior Priority Debt Documents so long as such receipt is not the direct or indirect
result of the exercise by a Junior Priority Representative or any Junior Priority Debt Party of
rights or remedies as a secured creditor in respect of Shared Collateral. In the event any Junior
Priority Representative or any Junior Priority Debt Party becomes a judgment lien creditor in
respect of Shared Collateral as a result of its enforcement of its rights as an






18









 







unsecured creditor in respect of Junior Priority Debt Obligations, such judgment lien shall be
subordinated to the Liens securing Senior Obligations on the same basis as the other Liens securing
the Junior Priority Debt Obligations are so subordinated to such Liens securing Senior Obligations
under this Agreement. Nothing in this Agreement shall impair or otherwise adversely affect any
rights or remedies the Senior Representatives or the Senior Secured Parties may have with respect
to the Senior Collateral.




          SECTION 5.05. Gratuitous Bailee for Perfection.




          (a) Each Senior Representative acknowledges and agrees that if it shall at any time hold a
Lien securing any Senior Obligations on any Shared Collateral that can be perfected by the
possession or control of such Shared Collateral or of any account in which such Shared Collateral
is held, and if such Shared Collateral or any such account is in fact in the possession or under
the control of such Senior Representative, or of agents or bailees of such Person (such Shared
Collateral being referred to herein as the “Pledged or Controlled Collateral”), or
if it shall at any time obtain any landlord waiver or bailee’s letter or any similar agreement or
arrangement granting it rights or access to Shared Collateral, the applicable Senior Representative
shall also hold such Pledged or Controlled Collateral, or take such actions with respect to such
landlord waiver, bailee’s letter or similar agreement or arrangement, as sub-agent or gratuitous
bailee for the relevant Junior Priority Representatives, in each case solely for the purpose of
perfecting
the Liens granted under the relevant Junior Priority Collateral Documents and subject to the
terms and conditions of this Section 5.05.




          (b) In the event that any Senior Representative (or its agents or bailees) has Lien filings
against Intellectual Property that is part of the Shared Collateral that are necessary for the
perfection of Liens in such Shared Collateral, such Senior Representative agrees to hold such Liens
as sub-agent and gratuitous bailee for the relevant Junior Priority Representatives and any
assignee thereof, solely for the purpose of perfecting the security interest granted in such Liens
pursuant to the relevant Junior Priority Collateral Documents, subject to the terms and conditions
of this Section 5.05.




          (c) Except as otherwise specifically provided herein, until the Discharge of Senior
Obligations has occurred, the Senior Representatives and the Senior Secured Parties shall be
entitled to deal with the Pledged or Controlled Collateral in accordance with the terms of the
Senior Debt Documents as if the Liens under the Junior Priority Collateral Documents did not exist.
The rights of the Junior Priority Representatives and the Junior Priority Debt Parties with respect
to the Pledged or Controlled Collateral shall at all times be subject to the terms of this
Agreement.




          (d) The Senior Representatives and the Senior Secured Parties shall have no obligation
whatsoever to the Junior Priority Representatives or any Junior Priority Debt Party to assure that
any of the Pledged or Controlled Collateral is genuine or owned by the Grantors or to protect or
preserve rights or benefits of any Person or any rights pertaining to the Shared Collateral, except
as expressly set forth in this Section 5.05. The duties or responsibilities of the Senior
Representatives under this Section 5.05 shall be limited solely to holding or controlling the
Shared Collateral and the related Liens referred to in paragraphs (a) and (b) of this Section 5.05






19









 







as sub-agent and gratuitous bailee for the relevant Junior Priority Representative for purposes of
perfecting the Lien held by such Junior Priority Representative.




          (e) The Senior Representatives shall not have by reason of the Junior Priority Collateral
Documents or this Agreement, or any other document, a fiduciary relationship in respect of any
Junior Priority Representative or any Junior Priority Debt Party, and each Junior Priority
Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior
Priority Debt Facility, hereby waives and releases the Senior Representatives from all claims and
liabilities arising pursuant to the Senior Representatives’ roles under this Section 5.05 as
sub-agents and gratuitous bailees with respect to the Shared Collateral.




          (f) Upon the Discharge of Senior Obligations, each applicable Senior Representative shall, at
the Grantors’ sole cost and expense, (i) (A) deliver to the Designated Junior Priority
Representative, to the extent that it is legally permitted to do so, all Shared Collateral,
including all proceeds thereof, held or controlled by such Senior Representative or any of its
agents or bailees, including the transfer of possession and control, as applicable, of the Pledged
or Controlled Collateral, together with any necessary endorsements and notices to depositary banks,
securities intermediaries and commodities intermediaries, and assign its rights under any landlord
waiver or bailee’s letter or any similar agreement or arrangement granting it rights or access to
Shared Collateral, or (B) direct and deliver such Shared Collateral as a court of competent
jurisdiction may otherwise direct, (ii) notify any applicable insurance carrier that it is no
longer entitled to be a loss payee or additional insured under the insurance policies of any
Grantor issued by such insurance carrier and (iii) notify any governmental authority involved in
any condemnation or similar proceeding involving any Grantor that the Designated Junior Party
Representative is entitled to approve any awards granted in such proceeding. The Company and the
other Grantors shall take such further action as is required to effectuate the transfer
contemplated hereby and shall indemnify each Senior Representative for loss or damage suffered by
such Senior Representative as a result of such transfer, except for loss or damage suffered by any
such Person as a result of its own willful misconduct, gross negligence or bad faith. The Senior
Representatives have no obligations to follow instructions from any Junior Priority Representative
or any other Junior Priority Debt Party in contravention of this Agreement.




          (g) None of the Senior Representatives nor any of the other Senior Secured Parties shall be
required to marshal any present or future collateral security for any obligations of the Company or
any Subsidiary to any Senior Representative or any Senior Secured Party under the Senior Debt
Documents or any assurance of payment in respect thereof, or to resort to such collateral security
or other assurances of payment in any particular order, and all of their rights in respect of such
collateral security or any assurance of payment in respect thereof shall be cumulative and in
addition to all other rights, however existing or arising.




          SECTION 5.06. When Discharge of Senior Obligations is Deemed Not to Have
Occurred. If, at any time after the Discharge of Senior Obligations has occurred, the Company
or any Subsidiary incurs any Senior Obligations (other than in respect of the payment of
indemnities surviving the Discharge of Senior Obligations), then such Discharge of Senior
Obligations shall automatically be deemed not to have occurred for all purposes of this Agreement
(other than with respect to any actions taken prior to the date of such designation as a result of
the occurrence of such first Discharge of Senior Obligations) and the applicable agreement
governing







20









 







such Senior Obligations shall automatically be treated as a Senior Debt Document for all purposes
of this Agreement, including for purposes of the Lien priorities and rights in respect of Shared
Collateral set forth herein and the agent, representative or trustee for the holders of such Senior
Obligations shall be the Senior Representative for all purposes of this Agreement. Upon receipt of
notice of such incurrence (including the identity of the new Senior Representative), each Junior
Priority Representative (including the Designated Junior Priority Representative) shall promptly
(a) enter into such documents and agreements (at the expense of the Company), including amendments
or supplements to this Agreement, as the Company or such new Senior Representative shall reasonably
request in writing in order to provide the new Senior Representative the rights of a Senior
Representative contemplated hereby, (b) deliver to such Senior Representative, to the extent that
it is legally permitted to do so, all Shared Collateral, including all proceeds thereof, held or
controlled by such Junior Priority Representative or any of its agents or bailees, including the
transfer of possession and control, as applicable, of the Pledged or Controlled Collateral,
together with any necessary endorsements and notices to depositary banks, securities intermediaries
and commodities intermediaries, and assign its
rights under any landlord waiver or bailee’s letter or any similar agreement or arrangement
granting it rights or access to Shared Collateral, (c) notify any applicable insurance carrier that
it is no longer entitled to be a loss payee or additional insured under the insurance policies of
any Grantor issued by such insurance carrier and (d) notify any governmental authority involved in
any condemnation or similar proceeding involving a Grantor that the new Senior Representative is
entitled to approve any awards granted in such proceeding.




ARTICLE VI




Insolvency or Liquidation Proceedings




          SECTION 6.01. Financing Issues. Until the Discharge of Senior Obligations has
occurred, if the Company or any other Grantor shall be subject to any Insolvency or Liquidation
Proceeding and any Senior Representative or any Senior Secured Party shall desire to consent (or
not object) to the sale, use or lease of cash or other collateral or to consent (or not object) to
the Company’s or any other Grantor’s obtaining financing under Section 363 or Section 364 of Title
11 of the United States Code or any similar provision of any other Bankruptcy Law (“DIP
Financing”), then each Junior Priority Representative, for itself and on behalf of each Junior
Priority Debt Party under its Junior Priority Debt Facility, agrees that it will raise no (a)
objection to and will not otherwise contest such sale, use or lease of such cash or other
collateral or such DIP Financing and, except to the extent permitted by the proviso in clause (ii)
of Section 3.01(a) and Section 6.03, will not request adequate protection or any other relief in
connection therewith and, to the extent the Liens securing any Senior Obligations are subordinated
or pari passu with such DIP Financing, will subordinate (and will be deemed hereunder to
have subordinated) its Liens in the Shared Collateral to (x) such DIP Financing (and all
obligations relating thereto) on the same basis as the Liens securing the Junior Priority Debt
Obligations are so subordinated to Liens securing Senior Obligations under this Agreement, (y) any
adequate protection Liens provided to the Senior Secured Parties, and (z) to any “carve-out” for
professional and United States Trustee fees agreed to by the Senior Representatives, (b) objection
to (and will not otherwise contest) any motion for relief from the automatic stay or from any
injunction against foreclosure or enforcement in respect of Senior Obligations made by any Senior
Representative or any other Senior Secured Party, (c) objection to (and will not otherwise contest)
any lawful






21









 







exercise by any Senior Secured Party of the right to credit bid Senior Obligations at any sale in
foreclosure of Senior Collateral, (d) objection to (and will not otherwise contest) any other
request for judicial relief made in any court by any Senior Secured Party relating to the lawful
enforcement of any Lien on Senior Collateral or (e) objection to (and will not otherwise contest or
oppose) any order relating to a sale or other disposition of assets of any Grantor for which any
Senior Representative has consented that provides, to the extent such sale or other disposition is
to be free and clear of Liens, that the Liens securing the Senior Obligations and the Junior
Priority Debt Obligations will attach to the proceeds of the sale on the same basis of priority as
the Liens on the Shared Collateral securing the Senior Obligations rank to the Liens on the Shared
Collateral securing the Junior Priority Debt Obligations pursuant to this Agreement. Each Junior
Priority
Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior
Priority Debt Facility, agrees that notice received two Business Days prior to the entry of an
order approving such usage of cash or other collateral or approving such financing shall be
adequate notice.




          SECTION 6.02. Relief from the Automatic Stay. Until the Discharge of Senior
Obligations has occurred, each Junior Priority Representative, for itself and on behalf of each
Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that none of them shall
seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding
or take any action in derogation thereof, in each case in respect of any Shared Collateral, without
the prior written consent of the Designated Senior Representative.




          SECTION 6.03. Adequate Protection. Each Junior Priority Representative, for itself and
on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility, agrees that
none of them shall object, contest or support any other Person objecting to or contesting (a) any
request by any Senior Representative or any Senior Secured Parties for adequate protection, (b) any
objection by any Senior Representative or any Senior Secured Parties to any motion, relief, action
or proceeding based on any Senior Representative’s or Senior Secured Party’s claiming a lack of
adequate protection or (c) the payment of interest, fees, expenses or other amounts of any Senior
Representative or any other Senior Secured Party under Section 506(b) or 506(c) of Title 11 of the
United States Code or any similar provision of any other Bankruptcy Law. Notwithstanding anything
contained in this Section 6.03 or in Section 6.01, in any Insolvency or Liquidation Proceeding, (i)
if the Senior Secured Parties (or any subset thereof) are granted adequate protection in the form
of additional collateral in connection with any DIP Financing or use of cash collateral under
Section 363 or 364 of Title 11 of the United States Code or any similar provision of any other
Bankruptcy Law and the Senior Representatives and the other Senior Secured Parties do not object to
the adequate protection being provided to the Senior Secured Parties, then each Junior Priority
Representative, for itself and on behalf of each Junior Priority Debt Party under its Junior
Priority Debt Facility, may seek or request adequate protection in the form of a replacement Lien
on such additional collateral, which Lien is subordinated to the Liens securing all Senior
Obligations and such DIP Financing (and all obligations relating thereto) on the same basis as the
other Liens securing the Junior Priority Debt Obligations are so subordinated to the Liens securing
Senior Obligations under this Agreement and (ii) in the event any Junior Priority Representatives,
for themselves and on behalf of the Junior Priority Debt Parties under their Junior Priority Debt
Facilities, seek or request adequate protection and such adequate protection is granted in the form
of additional collateral, then such Junior Priority Representatives, for themselves and on behalf
of each Junior Priority Debt Party under their





22









 







Junior Priority Debt Facilities, agree that each Senior Representative shall also be granted a
senior Lien on such additional collateral as security for the Senior Obligations and any such DIP
Financing and that any Lien on such additional collateral securing the Junior Priority Debt
Obligations shall be subordinated to the Liens on such collateral securing the Senior Obligations
and any such DIP Financing (and all obligations relating thereto)
and any other Liens granted to the Senior Secured Parties as adequate protection on the same basis
as the other Liens securing the Junior Priority Debt Obligations are so subordinated to such Liens
securing Senior Obligations under this Agreement.




          SECTION 6.04. Preference Issues. If any Senior Secured Party is required in any
Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any
amount to the estate of the Company or any other Grantor (or any trustee, receiver or similar
Person therefor), because the payment of such amount was declared to be fraudulent or preferential
in any respect or for any other reason, any amount (a “Recovery”), whether received as
proceeds of security, enforcement of any right of setoff or otherwise, then the Senior Obligations
shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment
had not occurred and the Senior Secured Parties shall be entitled to the benefits of this Agreement
until a Discharge of Senior Obligations with respect to all such recovered amounts. If this
Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in
full force and effect, and such prior termination shall not diminish, release, discharge, impair or
otherwise affect the obligations of the parties hereto. Each Junior Priority Representative, for
itself and on behalf of each Junior Priority Debt Party under its Junior Priority Debt Facility,
hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or
otherwise relating to any distribution or allocation made in accordance with this Agreement,
whether by preference or otherwise, it being understood and agreed that the benefit of such
avoidance action otherwise allocable to them shall instead be allocated and turned over for
application in accordance with the priorities set forth in this Agreement.




          SECTION 6.05. Separate Grants of Security and Separate Classifications. Each
Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party under
its Junior Priority Debt Facility, acknowledges and agrees that (a) the grants of Liens pursuant to
the Senior Collateral Documents and the Junior Priority Collateral Documents constitute separate
and distinct grants of Liens and (b) because of, among other things, their differing rights in the
Shared Collateral, the Junior Priority Debt Obligations are fundamentally different from the Senior
Obligations and must be separately classified in any plan of reorganization proposed or adopted in
an Insolvency or Liquidation Proceeding. To further effectuate the intent of the parties as
provided in the immediately preceding sentence, if it is held that any claims of the Senior Secured
Parties and the Junior Priority Debt Parties in respect of the Shared Collateral constitute a
single class of claims (rather than separate classes of senior and junior secured claims), then
each Junior Priority Representative, for itself and on behalf of each Junior Priority Debt Party
under its Junior Priority Debt Facility, hereby acknowledges and agrees that all distributions
shall be made as if there were separate classes of senior and junior secured claims against the
Grantors in respect of the Shared Collateral (with the effect being that, to the extent that the
aggregate value of the Shared Collateral is sufficient (for this purpose ignoring all claims held
by the Junior Priority Debt Parties), the Senior Secured Parties shall be entitled to receive, in
addition to amounts distributed to them in respect of principal, pre-petition interest and other
claims, all amounts owing in respect of post-petition interest (whether or not allowed or
allowable) be-







23









 







fore any distribution is made in respect of the Junior Priority Debt Obligations, with each Junior
Priority Representative, for itself and on behalf of each Junior Priority Debt Party under its
Junior Priority Debt Facility, hereby acknowledging and agreeing to turn over to the Designated
Senior Representative amounts otherwise received or receivable by them to the extent necessary to
effectuate the intent of this sentence, even if such turnover has the effect of reducing the claim
or recovery of the Junior Priority Debt Parties.




          SECTION 6.06. No Waivers of Rights of Senior Secured Parties. Nothing contained herein
shall, except as expressly provided herein, prohibit or in any way limit any Senior Representative
or any other Senior Secured Party from objecting in any Insolvency or Liquidation Proceeding or
otherwise to any action taken by any Junior Priority Debt Party, including the seeking by any
Junior Priority Debt Party of adequate protection or the asserting by any Junior Priority Debt
Party of any of its rights and remedies under the Junior Priority Debt Documents or otherwise.




          SECTION 6.07. Application. This Agreement, which the parties hereto expressly
acknowledge is a “subordination agreement” under Section 510(a) of Title 11 of the United States
Code or any similar provision of any other Bankruptcy Law, shall be effective before, during and
after the commencement of any Insolvency or Liquidation Proceeding. The relative rights as to the
Shared Collateral and proceeds thereof shall continue after the commencement of any Insolvency or
Liquidation Proceeding on the same basis as prior to the date of the petition therefor, subject
to any court order approving the financing of, or use of cash collateral by, any Grantor. All
references herein to any Grantor shall include such Grantor as a debtor-in-possession and any
receiver or trustee for such Grantor.




          SECTION 6.08. Other Matters. To the extent that any Junior Priority Representative or
any Junior Priority Debt Party has or acquires rights under Section 363 or Section 364 of Title 11
of the United States Code or any similar provision of any other Bankruptcy Law with respect to any
of the Shared Collateral, such Junior Priority Representative, on behalf of itself and each Junior
Priority Debt Party under its Junior Priority Debt Facility, agrees not to assert any such rights
without the prior written consent of each Senior Representative, provided that if requested by any
Senior Representative, such Junior Priority Representative shall timely exercise such rights in the
manner requested by the Senior Representatives (acting unanimously), including any rights to
payments in respect of such rights.




          SECTION 6.09. 506(c) Claims. Until the Discharge of Senior Obligations has occurred,
each Junior Priority Representative, on behalf of itself and each Junior Priority Debt Party under
its Junior Priority Debt Facility, agrees that it will not assert or enforce any claim under
Section 506(c) of Title 11 of the United States Code or any similar provision of any other
Bankruptcy Law senior to or on a parity with the Liens securing the Senior Obligations for costs or
expenses of preserving or disposing of any Shared Collateral.




          SECTION 6.10. Reorganization Securities. If, in any Insolvency or Liquidation
Proceeding, debt obligations of the reorganized debtor secured by Liens upon any property of the
reorganized debtor are distributed, pursuant to a plan of reorganization or similar dispositive
restructuring plan, on account of both the Senior Obligations and the Junior Priority Debt
Obligations, then, to the extent the debt obligations distributed on account of the Senior Obligations





24









 







and on account of the Junior Priority Debt Obligations are secured by Liens upon the same
assets or property, the provisions of this Agreement will survive the distribution of such debt
obligations pursuant to such plan and will apply with like effect to the Liens securing such debt
obligations.




          SECTION 6.11. Voting. No Junior Priority Debt Party may support or vote in favor of
any plan of reorganization (and each shall be deemed to have voted to reject any plan of
reorganization) unless such plan (a) pays off, in cash in full, all Senior Obligations, (b) is
accepted by the class of holders of Senior Obligations voting thereon in accordance with Section
1126 of the Bankruptcy Code, or (c) otherwise provides the holders of Senior Obligations with the
value of the Collateral in cash or otherwise, prior to any payment or distribution on account of
the Junior Priority Debt Obligations, subject to Section 6.10 hereof.




ARTICLE VII




Reliance; etc.




          SECTION 7.01. Reliance. The consent by the Senior Secured Parties to the execution and
delivery of the Junior Priority Debt Documents to which the Senior Secured Parties have consented
and all loans and other extensions of credit made or deemed made on and after the date hereof by
the Senior Secured Parties to the Company or any Subsidiary shall be deemed to have been given and
made in reliance upon this Agreement. Each Junior Priority Representative, on behalf of itself and
each Junior Priority Debt Party under its Junior Priority Debt Facility, acknowledges that it and
such Junior Priority Debt Parties have, independently and without reliance on any Senior
Representative or other Senior Secured Party, and based on documents and information deemed by them
appropriate, made their own credit analysis and decision to enter into the Junior Priority Debt
Documents to which they are party or by which they are bound, this Agreement and the transactions
contemplated hereby and thereby, and they will continue to make their own credit decision in taking
or not taking any action under the Junior Priority Debt Documents or this Agreement.




          SECTION 7.02. No Warranties or Liability. Each Junior Priority Representative, on
behalf of itself and each Junior Priority Debt Party under its Junior Priority Debt Facility,
acknowledges and agrees that neither any Senior Representative nor any other Senior Secured Party
has made any express or implied representation or warranty, including with respect to the
execution, validity, legality, completeness, collectibility or enforceability of any of the Senior
Debt Documents, the ownership of any Shared Collateral or the perfection or priority of any Liens
thereon. The Senior Secured Parties will be entitled to manage and supervise their respective loans
and extensions of credit under the Senior Debt Documents in accordance with law and as they may
otherwise, in their sole discretion, deem appropriate, and the Senior Secured Parties may manage
their loans and extensions of credit without regard to any rights or interests that the Junior
Priority Representatives and the Junior Priority Debt Parties have in the Shared Collateral or
otherwise, except as otherwise provided in this Agreement. Neither any Senior Representative nor
any other Senior Secured Party shall have any duty to any Junior Priority Representative or Junior
Priority Debt Party to act or refrain from acting
in a manner that allows, or results in, the occurrence or continuance of an event of default
or default under any agreement with the Company or any Subsidiary (including the Junior Priority
Debt Documents), regardless of any






25









 







knowledge thereof that they may have or be charged with. Except as expressly set forth in this
Agreement, the Senior Representatives, the Senior Secured Parties, the Junior Priority
Representatives and the Junior Priority Debt Parties have not otherwise made to each other, nor do
they hereby make to each other, any warranties, express or implied, nor do they assume any
liability to each other with respect to (a) the enforceability, validity, value or collectibility
of any of the Senior Obligations, the Junior Priority Debt Obligations or any guarantee or security
which may have been granted to any of them in connection therewith, (b) any Grantor’s title to or
right to transfer any of the Shared Collateral or (c) any other matter except as expressly set
forth in this Agreement.




          SECTION 7.03. Obligations Unconditional. All rights, interests, agreements and
obligations of the Senior Representatives, the Senior Secured Parties, the Junior Priority
Representatives and the Junior Priority Debt Parties hereunder shall remain in full force and
effect irrespective of:





     (a) any lack of validity or enforceability of any Senior Debt Document or any Junior
Priority Debt Document;




     (b) any change in the time, manner or place of payment of, or in any other terms of,
all or any of the Senior Obligations or Junior Priority Debt Obligations, or any amendment
or waiver or other modification, including any increase in the amount thereof, whether by
course of conduct or otherwise, of the terms of the Credit Agreement or any other Senior
Debt Document or of the terms of any Junior Priority Debt Document;




     (c) any exchange of any security interest in any Shared Collateral or any other
collateral or any amendment, waiver or other modification, whether in writing or by course
of conduct or otherwise, of all or any of the Senior Obligations or Junior Priority Debt
Obligations or any guarantee thereof;




     (d) the commencement of any Insolvency or Liquidation Proceeding in respect of the
Company or any other Grantor; or




     (e) any other circumstances that otherwise might constitute a defense available to, or
a discharge of, (i) the Company or any other Grantor in respect of the Senior Obligations
or (ii) any Junior Priority Representative or Junior Priority Debt Party in respect of this
Agreement.



ARTICLE VIII




Miscellaneous




          SECTION 8.01. Conflicts. Subject to Section 8.18, in the event of any conflict between
the provisions of this Agreement and the provisions of any Senior Debt Document or any Junior
Priority Debt Document, the provisions of this Agreement shall govern. Notwithstanding the
foregoing, the relative rights and obligations of the Administrative Agent, the Senior
Representatives and the Senior Secured Parties (as amongst themselves) with respect to any Senior
Collateral shall be governed by the terms of the Senior Priority Lien Intercreditor Agreement





26












 




and in the event of any conflict between the Senior Priority Lien Intercreditor Agreement and
this Agreement, the provisions of the Senior Priority Lien Intercreditor Agreement shall control.




          SECTION 8.02. Continuing Nature of this Agreement; Severability. Subject to Section
6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall
have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties
may continue, at any time and without notice to the Junior Priority Representatives or any Junior
Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for
the benefit of the Company or any Subsidiary constituting Senior Obligations in reliance hereon.
The terms of this Agreement shall survive and continue in full force and effect in any Insolvency
or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions.



          SECTION 8.03. Amendments; Waivers.




          (a) No failure or delay on the part of any party hereto in exercising any right or power
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such
right or power, or any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to
any departure by any party therefrom shall in any event be effective unless the same shall be
permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice or demand on any party
hereto in any case shall entitle such party to any other or further notice or demand in similar or
other circumstances.



          (b) This Agreement may be amended in writing signed by each Representative (in each case,
acting in accordance with the documents governing the applicable Debt Facility); provided that any
such amendment, supplement or waiver which by the terms of this Agreement requires the Company’s
consent or which increases the obligations or reduces the rights of the Company or any Grantor,
shall require the consent of the Company. Any such amendment, supplement or waiver shall be in
writing and shall be binding upon the Senior Secured Parties and the Junior Priority Debt Parties
and their respective successors and assigns.



          (c) Notwithstanding the foregoing, without the consent of any Secured Party, any
Representative may become a party hereto by execution and delivery of a
Joinder Agreement in accordance with Section 8.09 of this Agreement and upon such execution
and delivery, such Representative and the Secured Parties and Senior Obligations or Junior Priority
Debt Obligations of the Debt Facility for which such Representative is acting shall be subject to
the terms hereof.



27









 





          SECTION 8.04. Information Concerning the Financial Condition of the Company and the
Subsidiaries. The Senior Representatives, the Senior Secured Parties, the Junior Priority
Representatives and the Junior Priority Secured Parties shall each be responsible for keeping
themselves informed of (a) the financial condition of the Company and the Subsidiaries and all
endorsers or guarantors of the Senior Obligations or the Junior Priority Debt Obligations and (b)
all other circumstances bearing upon the risk of nonpayment of the Senior Obligations or the Junior
Priority Debt Obligations. The Senior Representatives, the Senior Secured Parties, the Junior
Priority Representatives and the Junior Priority Secured Parties shall have no duty to advise any
other party hereunder of information known to it or them regarding such condition or any such
circumstances or otherwise. In the event that any Senior Representative, any Senior Secured Party,
any Junior Priority Representative or any Junior Priority Debt Party, in its sole discretion,
undertakes at any time or from time to time to provide any such information to any other party, it
shall be under no obligation to (i) make, and the Senior Representatives, the Senior Secured
Parties, the Junior Priority Representatives and the Junior Priority Debt Parties shall not make or
be deemed to have made, any express or implied representation or warranty, including with respect
to the accuracy, completeness, truthfulness or validity of any such information so provided, (ii)
provide any additional information or to provide any such information on any subsequent occasion,
(iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or
reasonable commercial finance practices, such party wishes to maintain confidential or is otherwise
required to maintain confidential.



          SECTION 8.05. Subrogation. Each Junior Priority Representative, on behalf of itself
and each Junior Priority Debt Party under its Junior Priority Debt Facility, hereby waives any
rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of
Senior Obligations has occurred.



          SECTION 8.06. Application of Payments. Except as otherwise provided herein, all
payments received by the Senior Secured Parties may be applied, reversed and reapplied, in whole or
in part, to such part of the Senior Obligations as the Senior Secured Parties, in their sole
discretion, deem appropriate, consistent with the terms of the Senior Debt Documents. Except as
otherwise provided herein, each Junior Priority Representative, on behalf of itself and each Junior
Priority Debt Party under its Junior Priority Debt Facility, assents to any such extension or
postponement of the time of payment of the Senior Obligations or any part thereof and to any other
indulgence with respect thereto, to any substitution, exchange or release of any security that may
at any time secure any part of the Senior Obligations and to the addition or release of any other
Person primarily or secondarily liable therefor.



          SECTION 8.07. Additional Grantors. The Company agrees that, if any Subsidiary shall
become a Grantor after the date hereof, it will promptly cause such Subsidiary to become party
hereto by executing and delivering an instrument in the form of Annex II. Upon such execution and
delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if
originally named as a Grantor herein. The execution and delivery of such instrument shall not require the consent of any other party
hereunder, and will be acknowledged by the Designated Junior Priority Representative and the
Designated Senior Representative. The rights and obligations of each Grantor hereunder shall remain
in full force and effect notwithstanding the addition of any new Grantor as a party to this
Agreement.



28









 





          SECTION 8.08. Dealings with Grantors. Upon any application or demand by the Company or
any Grantor to any Representative to take or permit any action under any of the provisions of this
Agreement or under any Collateral Document (if such action is subject to the provisions hereof),
the Company or such Grantor, as appropriate, shall furnish to such Representative a certificate of
an appropriate officer ( an “Officer’s Certificate”) stating that all conditions precedent, if any,
provided for in this Agreement or such Collateral Document, as the case may be, relating to the
proposed action have been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any provision of this
Agreement or any Collateral Document relating to such particular application or demand, no
additional certificate or opinion need be furnished.



          SECTION 8.09. Additional Debt Facilities. To the extent, but only to the extent,
permitted by the provisions of the Senior Debt Documents and the Junior Priority Debt Documents
then in effect, the Company may incur or issue and sell one or more series or classes of Junior
Priority Debt and one or more series or classes of Senior Facilities (including, for the avoidance
of doubt, any Subsequent Credit Agreement). Any such additional class or series of Junior Priority
Debt (the “Junior Priority Class Debt”) may be secured by a Lien on Shared Collateral that
is subordinated and junior to the Senior Facilities, in each case under and pursuant to the
relevant Junior Priority Collateral Documents for such Junior Priority Class Debt, if and subject
to the condition that the Representative of any such Junior Priority Class Debt (each, a
“Junior Priority Class Debt Representative”), acting on behalf of the holders of
such Junior Priority Class Debt (such Representative and holders in respect of any Junior Priority
Class Debt being referred to as the “Junior Priority Class Debt Parties”), becomes a party
to this Agreement by satisfying conditions (i) through (vi), as applicable, of the immediately
succeeding paragraph. Any such additional class or series of Senior Facilities (the “Senior
Class Debt”; and the Senior Class Debt and Junior Priority Class Debt, collectively,
the “Class Debt”) may be secured by a senior Lien on Shared Collateral, in each
case under and pursuant to the Senior Collateral Documents, if and subject to the condition that
the Representative of any such Senior Class Debt (each, a “Senior Class Debt
Representative”; and the Senior Class Debt Representatives and Junior Priority Class Debt
Representatives, collectively, the “Class Debt Representatives”), acting on behalf of the holders
of such Senior Class Debt (such Representative and holders in respect of any such Senior Class Debt
being referred to as the “Senior Class Debt Parties; and the Senior Class Debt Parties and
Junior Priority Class Debt Parties, collectively, the “Class Debt Parties”),
becomes a party to this Agreement by satisfying the conditions set forth in clauses (i) through
(vi), as applicable, of the immediately succeeding paragraph. In order for a Class Debt
Representative to become a party to this Agreement:




     (i) such Class Debt Representative shall have executed and delivered a Join-der
Agreement substantially in the form of Annex III (if such Representative is a Junior
Priority Class Debt Representative) or Annex IV (if such Representative is a Senior Class
Debt Representative) (with such changes as may be reasonably approved by the Designated
Senior Representative and such Class Debt Representative) pursuant to which it becomes a
Representative hereunder, and the Class Debt in respect of which such Class Debt Representative is
the Representative and the related Class Debt Parties become subject hereto and bound
hereby;



29









 






     (ii) the Company shall have delivered to the Designated Senior Representative an
Officer’s Certificate stating that the conditions set forth in this Section 8.09 are
satisfied with respect to such Class Debt and, if requested, true and complete copies of
each of the Junior Priority Debt Documents or Senior Debt Documents, as applicable,
relating to such Class Debt, certified as being true and correct by a Responsible Officer
of the Company; and




     (iii) the Junior Priority Debt Documents or Senior Debt Documents, as applicable,
relating to such Class Debt shall provide that each Class Debt Party with respect to such
Class Debt will be subject to and bound by the provisions of this Agreement in its capacity
as a holder of such Class Debt.



          SECTION
8.10. Consent to Jurisdiction; Waivers. Each Representative, on behalf of itself and
the Secured Parties of the Debt Facility for which it is acting, irrevocably and unconditionally:




     (a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the Collateral Documents to which it is a party, or for recognition and
enforcement of any judgment in respect thereof, to the general jurisdiction of the Supreme
Court of the State of New York for the County of New York (the
“New York Supreme Court”),
and the United States District Court for the Southern District of New York (the “Federal
District Court,” and together with the New York Supreme Court, the “New York
Courts”), and appellate courts from either of them;




     (b) consents that any such action or proceeding may be brought in such courts and
waives, to the maximum extent not prohibited by law, any objection that it may now or
hereafter have to the venue of any such action or proceeding in any such court or that such
action or proceeding was brought in an inconvenient forum and agrees not to plead or claim
the same;




     (c) agrees that the New York Courts and appellate courts from either of them shall be
the exclusive forum for any legal action or proceeding relating to this Agreement and the
Collateral Documents to which it is a party, and that it shall not initiate (or collusively
assist in the initiation or prosecution of) any such action or proceeding in any court
other than the New York Courts and appellate courts from either of them; provided
that




     (i) if all such New York Courts decline jurisdiction over any Person, or
decline (or in the case of the Federal District Court, lack) jurisdiction over the
subject matter of such action or proceeding, a legal action or proceeding may be
brought with respect thereto in another court having such jurisdiction;




     (ii) in the event that a legal action or proceeding is brought against any
party hereto or involving any of its property or assets in
another court (without any collusive assistance by such party or any of its
Subsidiaries or Affiliates), such party shall be entitled to assert any claim or
defense (including any claim or defense that this Section 8.10(c) would otherwise
require to be asserted in a legal action or proceeding in a New York Court) in any
such action or proceeding; and



30









 






     (iii) any party hereto may bring any legal action or proceeding in any
jurisdiction for the recognition and enforcement of any judgment;




     (d) agrees that service of process in any such action or proceeding may be effected by
mailing a copy thereof by registered or certified mail (or any substantially similar form
of mail), postage prepaid, to such Person (or its Representative) at the address specified
in Section 8.11 or at such other address of which the other parties hereto have been
provided noticed pursuant to Section 8.11;




     (e) agrees that nothing herein shall affect the right of any other party hereto (or
any Secured Party) to effect service of process in any other manner permitted by law or
(subject to the preceding clause (c)) shall limit the right of any party hereto (or any
Secured Party) to sue in any other jurisdiction; and




     (f) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action or proceeding
referred to in this Section 8.10 any special, exemplary, punitive or
consequential damages.



          SECTION 8.11. Notices. All notices, requests, demands and other communications
provided for or permitted hereunder shall be in writing and shall be sent:




     (i) if to the Company or any Grantor, to the Company, at its address at: [•],
Attention of [•], telecopy [•];




     (ii) if to the Initial Junior Priority Representative to it at: [•] Attention of
[•], telecopy [•];




     (iii) if to the Administrative Agent, to it at: [[•], Attention of [•]
(Fax No.: [•]) (email: [•]), with a copy];




     (iv) if to any other Representative, to it at the address specified
by it in the Joinder Agreement delivered by it pursuant to Section 8.09.


Unless otherwise specifically provided herein, any notice or other communication herein required or
permitted to be given shall be in writing and, may be personally served, telecopied, electronically
mailed or sent by courier service or U.S. mail and shall be deemed to have been given when
delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon
receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For
the purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each
party, at such other address as may be designated by such party in a written notice to all of the
other parties. As agreed to in writing among each Representative from time to time, notices and
other communications may also be delivered by e-mail to the e-mail address of a representative of
the applicable person provided from time to time by such person.




          SECTION 8.12. Further Assurances. Each Senior Representative, on behalf of itself and
each Senior Secured Party under the Senior Debt Facility for which it is acting, each Junior Party
Representative, on behalf of itself, and each Junior Priority
Debt Party under its Junior Priority Debt Facility, agrees that it will take such further
action and shall execute and deliver



31









 





such additional documents and instruments (in recordable form, if requested) as the other parties
hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by,
this Agreement.



          SECTION 8.13. GOVERNING LAW; WAIVER OF JURY TRIAL.




          (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW.



          (B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.



          SECTION 8.14. Binding on Successors and Assigns. This Agreement shall be binding upon
the Senior Representatives, the Senior Secured Parties, the Junior Priority Representatives, the
Junior Priority Debt Parties, the Company, the other Grantors party hereto and their respective
successors and assigns.



          SECTION 8.15. Section Titles. The section titles contained in this Agreement are and
shall be without substantive meaning or content of any kind whatsoever and are not a part of this
Agreement.



          SECTION 8.16. Counterparts. This Agreement may be executed in one or more
counterparts, including by means of facsimile, each of which shall be an original and all of which
shall together constitute one and the same document. Delivery of an executed signature page to this
Agreement by facsimile or other electronic transmission shall be as effective as delivery of a
manually signed counterpart of this Agreement.



          SECTION 8.17. Authorization. By its signature, each Person executing this Agreement on
behalf of a party hereto represents and warrants to the other parties hereto that it is duly
authorized to execute this Agreement. The Administrative Agent represents and warrants that this
Agreement is binding upon the Credit Agreement Secured Parties. The Initial Junior Priority
Representative represents and warrants that this Agreement is binding upon the Initial Junior
Priority Debt Parties.



          SECTION 8.18. No Third Party Beneficiaries; Successors and Assigns. The lien
priorities set forth in this Agreement and the rights and benefits hereunder in respect of such
lien priorities shall inure solely to the benefit of the Senior Representatives, the Senior Secured
Parties, the Junior Priority Representatives and the Junior Priority Debt Parties, and their
respective permitted successors and assigns, and no other Person (including the Grantors, or any
trustee, receiver, debtor-in-possession or bankruptcy estate in a bankruptcy or like proceeding)
shall have or be entitled to assert such rights.



          SECTION 8.19. Effectiveness. This Agreement shall become effective when executed and
delivered by the parties hereto.



32









 





          SECTION 8.20. Administrative Agent and Representative. It is understood and agreed
that (a) the Administrative Agent is entering into this Agreement in its capacity as administrative
agent under the Initial Credit Agreement and the provisions of Article VIII of the Credit Agreement
applicable to the Agents (as defined therein) thereunder shall also apply to the Administrative
Agent hereunder and (b) [              ] is entering into this Agreement in its capacity as [agent] [trustee]
under [credit agreement] [indenture] and the provisions of Article [ ] of such indenture applicable
to the [agent] [trustee] thereunder shall also apply to the [agent] [trustee] hereunder.



          SECTION 8.21. Relative Rights. Notwithstanding anything in this Agreement to the
contrary (except to the extent contemplated by Section 5.01(a), 5.01(d) or 5.03(b)), nothing in
this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the
Credit Agreement, any other Senior Debt Document or any Junior Priority Debt Documents, or permit
the Company or any Grantor to take any action, or fail to take any action, to the extent such
action or failure would otherwise constitute a breach of, or default under, the Credit Agreement or
any other Senior Debt Document or any Junior Priority Debt Documents, (b) change the relative
priorities of the Senior Obligations or the Liens granted under the Senior Collateral Documents on
the Shared Collateral (or any other assets) as among the Senior Secured Parties, (c) otherwise
change the relative rights of the Senior Secured Parties in respect of the Shared Collateral as
among such Senior Secured Parties or (d) obligate the Company or any Grantor to take any action, or
fail to take any action, that would otherwise constitute a breach of, or default under, the Credit
Agreement or any other Senior Debt Document or any Junior Priority Debt Document.



          SECTION 8.22. Survival of Agreement. All covenants, agreements, representations and
warranties made by any party in this Agreement shall be considered to have been relied upon by the
other parties hereto and shall survive the execution and delivery of this Agreement.



33









 





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



	 	 	 	 	 
	 	CITIBANK, N.A.,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[          ],

as Initial Additional Authorized Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	STERLING PARENT INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	SRA INTERNATIONAL, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE GRANTORS LISTED ON ANNEX I HERETO,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



34









 






	 	 	 	 	 



ANNEX I




Grantors



 









 





ANNEX II





     SUPPLEMENT NO. dated as of , to the JUNIOR PRIORITY LIEN INTERCREDITOR AGREEMENT dated as of
[          ],
20[ ] (the “Junior Priority Lien Intercreditor Agreement”), among Sterling
Parent Inc., a Delaware corporation (“Holdings”), SRA International, Inc., a Delaware
corporation (the “Company”), certain subsidiaries and affiliates of the Company (each a
“Grantor”), Citibank, N.A., as Administrative Agent
under the Credit Agreement,
[         ], as Initial Junior Priority Representative, and the additional Representatives from time to
time a party thereto.




          A. Capitalized terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Junior Priority Lien Intercreditor Agreement.



          B. The Grantors have entered into the Junior Priority Lien Intercreditor Agreement. Pursuant
to the Credit Agreement, certain Additional Senior Debt Documents and certain Junior Priority Debt
Documents, certain newly acquired or organized Subsidiaries of the Company are required to enter
into the Junior Priority Lien Intercreditor Agreement. Section 8.07 of the Junior Priority Lien
Intercreditor Agreement provides that such Subsidiaries may become party to the Junior Priority
Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this
Supplement. The undersigned Subsidiary (the “New Grantor”) is executing this Supplement in
accordance with the requirements of the Credit Agreement, the Junior Priority Debt Documents and
Additional Senior Debt Documents.



          Accordingly, the Designated Senior Representative and the New Subsidiary Grantor agree as
follows:



          SECTION 1. In accordance with Section 8.07 of the Junior Priority Lien Inter-creditor
Agreement, the New Grantor by its signature below becomes a Grantor under the Junior Priority Lien
Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor,
and the New Grantor hereby agrees to all the terms and provisions of the Junior Priority Lien
Intercreditor Agreement applicable to it as a Grantor thereunder. Each reference to a “Grantor” in
the Junior Priority Lien Intercreditor Agreement shall be deemed to include the New Grantor. The
Junior Priority Lien Intercreditor Agreement is hereby incorporated herein by reference.



          SECTION 2. The New Grantor represents and warrants to the Designated Senior Representative and
the other Secured Parties that this Supplement has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation, enforceable against it in accordance
with its terms.



          SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Supplement
shall become effective when the Designated Senior Representative shall have received a counterpart
of this Supplement that bears the signature of the New Grantor. Delivery of an executed signature
page to this Supplement by facsimile transmission shall be as effective as delivery of a manually
signed counterpart of this Supplement.



          SECTION 4. Except as expressly supplemented hereby, the Junior Priority Lien Intercreditor
Agreement shall remain in full force and effect.



 









 





          SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK.



          SECTION 6. In case any one or more of the provisions contained in this Supplement should be
held invalid, illegal or unenforceable in any respect, no party hereto shall be required to comply
with such provision for so long as such provision is held to be invalid, illegal or unenforceable,
but the validity, legality and enforceability of the remaining provisions contained herein and in
the Junior Priority Lien Intercreditor Agreement shall not in any way be affected or impaired. The
parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or
unenforceable provisions with valid provisions the economic effect of which comes as close as
possible to that of the invalid, illegal or unenforceable provisions.



          SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 8.11 of the Junior Priority Lien Intercreditor Agreement. All communications and notices
hereunder to the New Grantor shall be given to it in care of the Company as specified in the Junior
Priority Lien Intercreditor Agreement.



          SECTION 8. The Company agrees to reimburse the Designated Senior Representative for its
reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable
fees, other charges and disbursements of counsel for the Designated Senior Representative.



2









 





          IN WITNESS WHEREOF, the New Grantor, and the Designated Senior Representative have duly
executed this Supplement to the Junior Priority Lien Intercreditor Agreement as of the day and year
first above written.



	 	 	 	 	 
	 	[NAME OF NEW SUBSIDIARY

GRANTOR],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Acknowledged by:


[             ], as Designated Senior Representative,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	[             ], as Designated Junior Priority Representative,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



3









 






	 	 	 	 	 



ANNEX III





          [FORM OF] REPRESENTATIVE SUPPLEMENT NO. [ ] dated as of [         ], 20[ ] to the JUNIOR PRIORITY LIEN
INTERCREDITOR AGREEMENT dated as of
[         ], 20[ ]
(the “Junior Priority Lien Intercreditor
Agreement”),
among Sterling Parent Inc., a Delaware corporation
(“Holdings”), SRA International, Inc., a
Delaware corporation (the “Company”), certain subsidiaries and affiliates of the Company
(each a “Grantor”), Citibank, N.A., as Administrative Agent under the Credit Agreement, [        
], as Initial Junior Priority Representative, and the additional Representatives from time to time
a party thereto.



          A. Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to such terms in the Junior Priority Lien Intercreditor Agreement.



          B. As a condition to the ability of the Company to incur Junior Priority Debt and to secure
such Junior Priority Class Debt with the Junior Priority Lien and to have such Junior Priority
Class Debt guaranteed by the Grantors on a subordinated basis, in each case under and pursuant to
the Junior Priority Collateral Documents, the Junior Priority Class Representative in respect of
such Junior Priority Class Debt is required to become a Representative under, and such Junior
Priority Class Debt and the Junior Priority Class Debt Parties in respect thereof are required to
become subject to and bound by, the Junior Priority Lien Intercreditor Agreement. Section 8.09 of
the Junior Priority Lien Intercreditor Agreement provides that such Junior Priority Class Debt
Representative may become a Representative under, and such Junior Priority Class Debt and such
Junior Priority Class Debt Parties may become subject to and bound by, the Junior Priority Lien
Intercreditor Agreement, pursuant to the execution and delivery by the Junior Priority Class Debt
Representative of an instrument in the form of this Representative Supplement and the satisfaction
of the other conditions set forth in Section 8.09 of the Junior Priority Lien Intercreditor
Agreement. The undersigned Junior Priority Class Debt Representative (the “New
Representative”) is executing this Supplement in accordance with the requirements of the Senior
Debt Documents and the Junior Priority Debt Documents.



          Accordingly, the Designated Senior Representative and the New Representative agree as follows:



          SECTION 1. In accordance with Section 8.09 of the Junior Priority Lien Intercreditor
Agreement, the New Representative by its signature below becomes a Representative under, and the
related Junior Priority Class Debt and Junior Priority Class Debt Parties become subject to and
bound by, the Junior Priority Lien Intercreditor Agreement with the same force and effect as if the
New Representative had originally been named therein as a Representative, and the New
Representative, on behalf of itself and such Junior Priority Class Debt Parties, hereby agrees to
all the terms and provisions
of the Junior Priority Lien Intercreditor Agreement applicable to it as a Junior Priority
Representative and to the Junior Priority Class Debt Parties that it represents as Junior Priority
Debt Parties. Each reference to a “Representative”
or “Junior Priority
Representative” in the Junior Priority Lien Intercreditor Agreement shall be deemed to
include the New Representative. The Junior Priority Lien Intercreditor Agreement is hereby
incorporated herein by reference.



          SECTION 2. The New Representative represents and warrants to the Designated Senior
Representative and the other Secured Parties that (i) it has full power and authority to enter into
this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative



 









 




Supplement has been duly authorized, executed and delivered by it and constitutes its legal,
valid and binding obligation, enforceable against it in accordance with the terms of such Agreement
and (iii) the Junior Priority Debt Documents relating to such Junior Priority Class Debt provide
that, upon the New Representative’s entry into this Agreement, the Junior Priority Class Debt
Parties in respect of such Junior Priority Class Debt will be subject to and bound by the
provisions of the Junior Priority Lien Intercreditor Agreement as Junior Priority Debt Parties.




          SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Representative Supplement shall become effective when the Designated Senior Representative
shall have received a counterpart of this Representative Supplement that bears the signature of the
New Representative. Delivery of an executed signature page to this Representative Supplement by
facsimile transmission shall be effective as delivery of a manually signed counterpart of this
Representative Supplement.



          SECTION 4. Except as expressly supplemented hereby, the Junior Priority Lien Intercreditor
Agreement shall remain in full force and effect.



          SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 6. In case any one or more of the provisions contained in this Representative
Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall
be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions
contained herein and in the Junior Priority Lien Intercreditor Agreement shall not in any way be
affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions.



          SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 8.11 of the Junior Priority Lien Intercreditor Agreement. All communications and notices
hereunder to the New Representative shall be given to it at the address set forth below its
signature hereto.



          SECTION 8. The Company agrees to reimburse the Designated Senior Representative for its
reasonable out-of-pocket expenses in connection with this Representative Supplement, including the
reasonable fees, other charges and disbursements of counsel for the Designated Senior
Representative.



2









 





          IN WITNESS WHEREOF, the New Representative and the Designated Senior Representative have duly
executed this Representative Supplement to the Junior Priority Lien Intercreditor Agreement as of
the day and year first above written.



	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE],

as [       ] for the holders of

[                      
           ],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	  	 	 
	 	Address for notices: 

	 	  	 	 
	 	 	 	 
	 	 	 	 
	 	  	 	 
	 	 	
attention of: 	 	 
	 	 	
Telecopy: 	 	 
	 
	 	[                     
            ],

as Designated Senior Representative,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



3









 







	 	 	 	 	 
	 	Acknowledged by:


[                  
            ]

as Designated Senior Representative,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 



	 	 	 	 	 
	Acknowledged by:



STERLING PARENT INC.,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	SRA INTERNATIONAL, INC.,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	THE GRANTORS

LISTED ON SCHEDULE I HERETO,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



5









 






	 	 	 	 	 



Schedule I to the

Representative Supplement to the

Junior Priority Lien Intercreditor Agreement




Grantors



 









 





ANNEX IV





          [FORM OF] REPRESENTATIVE SUPPLEMENT NO. [ ] dated as of [ ], 20[ ] to the JUNIOR PRIORITY LIEN
INTERCREDITOR AGREEMENT dated as of [ ], 20[ ] (the “Junior Priority Lien Intercreditor
Agreement”), among Sterling Parent Inc., a Delaware corporation (“Holdings”), SRA International,
Inc., a Delaware corporation (the “Company”), certain subsidiaries and affiliates of the Company
(each a “Grantor”), Citibank, N.A., as
Administrative Agent under the Credit Agreement, [      
], as Initial Junior Priority Representative, and the additional Representatives from time to time
a party thereto.



          A. Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to such terms in the Junior Priority Lien Intercreditor Agreement.



          B. As a condition to the ability of the Company to incur Senior Class Debt after the date of
the Junior Priority Lien Intercreditor Agreement and to secure such Senior Class Debt with the
Senior Lien and to have such Senior Class Debt guaranteed by the Grantors on a senior basis, in
each case under and pursuant to the Senior Collateral Documents, the Senior Class Debt
Representative in respect of such Senior Class Debt is required to become a Representative under,
and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to
become subject to and bound by, the Junior Priority Lien Intercreditor Agreement. Section 8.09 of
the Junior Priority Lien Intercreditor Agreement provides that such Senior Class Debt
Representative may become a Representative under, and such Senior Class Debt and such Senior Class
Debt Parties may become subject to and bound by, the Junior Priority Lien Intercreditor Agreement,
pursuant to the execution and delivery by the Senior Class Debt Representative of an instrument in
the form of this Representative Supplement and the satisfaction of the other conditions set forth
in Section 8.09 of the Junior Priority Lien Intercreditor Agreement. The undersigned Senior Class
Debt Representative (the “New Representative”) is executing this Supplement in
accordance with the requirements of the Senior Debt Documents and the Junior Priority Debt
Documents.



          Accordingly, the Designated Senior Representative and the New Representative agree as follows:



          SECTION 1. In accordance with Section 8.09 of the Junior Priority Lien Inter-creditor
Agreement, the New Representative by its signature below becomes a Representative under, and the
related Senior Class Debt and Senior Class Debt Parties become subject to and bound by, the Junior
Priority Lien Intercreditor Agreement with the same force and effect as if the New Representative
had originally been named therein as a Representative, and the New Representative, on behalf of
itself and such Senior Class Debt Parties, hereby agrees to all the terms and provisions of the
Junior Priority Lien Intercreditor Agreement applicable to it as a Senior Representative and to the
Senior Class Debt Parties that it represents as Senior Debt Parties. Each reference to a
“Representative” or “Senior Representative” in the Junior Priority Lien
Intercreditor Agreement shall be deemed to include the New Representative. The Junior Priority Lien
Intercreditor Agreement is hereby incorporated herein by reference.



          SECTION 2. The New Representative represents and warrants to the Designated Senior
Representative and the other Secured Parties that (i) it has full power and authority to enter into
this Representative Supplement, in its capacity as [agent] [trustee], (ii) this Representative
Supplement has been duly authorized, executed and delivered by it and constitutes its legal,



 









 




valid and binding obligation, enforceable against it in accordance with the terms of such Agreement
and (iii) the Senior Debt Documents relating to such Senior Class Debt provide that, upon the New
Representative’s entry into this Agreement, the Senior Class Debt Parties in respect of such Senior
Class Debt will be subject to and bound by the provisions of the Junior Priority Lien Intercreditor
Agreement as Senior Secured Parties.




          SECTION 3. This Representative Supplement may be executed in counterparts, each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Representative Supplement shall become effective when the Designated Senior Representative
shall have received a counterpart of this Representative Supplement that bears the signature of the
New Representative. Delivery of an executed signature page to this Representative Supplement by
facsimile transmission shall be effective as delivery of a manually signed counterpart of this
Representative Supplement.



          SECTION 4. Except as expressly supplemented hereby, the Junior Priority Lien Intercreditor
Agreement shall remain in full force and effect.



          SECTION 5. THIS REPRESENTATIVE SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK.



          SECTION 6. In case any one or more of the provisions contained in this Representative
Supplement should be held invalid, illegal or unenforceable in any respect, no party hereto shall
be required to comply with such provision for so long as such provision is held to be invalid,
illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions
contained herein and in the Junior Priority Lien Intercreditor Agreement shall not in any way be
affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the invalid, illegal or unenforceable provisions.



          SECTION 7. All communications and notices hereunder shall be in writing and given as provided
in Section 8.11 of the Junior Priority Lien Intercreditor Agreement. All communications and notices
hereunder to the New Representative shall be given to it at the address set forth below its
signature hereto.



          SECTION 8. The Company agrees to reimburse the Designated Senior Representative for its
reasonable out-of-pocket expenses in connection with this Representative Supplement, including the
reasonable fees, other charges and disbursements of counsel for the Designated Senior
Representative.



2









 





          IN WITNESS WHEREOF, the New Representative and the Designated Senior Representative have duly
executed this Representative Supplement to the Junior Priority Lien Intercreditor Agreement as of
the day and year first above written.



	 	 	 	 	 
	 	[NAME OF NEW REPRESENTATIVE],

as [       ] for the holders of

[                     
           ],

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	  	 	 
	 	Address for notices: 

	 	  	 	 
	 	 	 	 
	 	 	 	 
	 	  	 	 
	 	 	
attention of: 	 	 
	 	 	
Telecopy: 	 	 
	 
	 	[                     
          ],

as Designated Senior Representative,

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




3









 






	 	 	 	 	 



	 	 	 	 	 
	 	Acknowledged by:




[                    
                 ]

as Designated Junior Priority Representative

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



4









 






	 	 	 	 	 
	Acknowledged by:



STERLING PARENT INC.,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	SRA INTERNATIONAL, INC.,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 
	THE GRANTORS

LISTED ON SCHEDULE I HERETO,

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



5









 






	 	 	 	 	 



Schedule I to the

Representative Supplement to the

Junior Priority Lien Intercreditor Agreement




Grantors




 











 





EXHIBIT I




Form of Closing Certificate




[NAME OF COMPANY]



July 20, 2011



          Reference is made to (i) the Credit Agreement dated as of July 20, 2011 (the “Credit
Agreement”), among STERLING PARENT INC., a Delaware corporation, STERLING MERGER INC., a
Delaware corporation (“Merger Sub”) (the rights and obligations of which [have been][will
be]5 assumed by SRA INTERNATIONAL, INC., a Delaware corporation (“SRA”)), the
banks and other lending institutions from time to time parties thereto and CITIBANK, N.A., as
Administrative Agent and (ii) the Purchase Agreement, dated as of July 15, 2011 among Merger Sub
and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS, INC., GOLDMAN
SACHS & CO. and the initial purchasers named in Schedule I thereof as initial purchasers (as
amended by that certain Joinder Agreement, dated as of the date hereof, by SRA and the guarantors
party thereto, the “Purchase Agreement”), providing for, among other things, the issuance
of 11.00% Senior Notes due 2019 (the “Notes”) by Merger Sub (the Credit Agreement and the
Purchase Agreement, together with the other Loan Documents (as defined in the Credit Agreement) and
the other Operative Documents (as defined in the Purchase Agreement) delivered by or on the date
hereof by the Company in connection with the Credit Agreement or the Purchase Agreement, as
applicable, the “Transaction Documents”).



          1. The undersigned, [                ], a Responsible Officer (as defined in the
Credit Agreement) of [___] (the “Company”), hereby certifies that [                ] is
a duly elected and qualified Responsible Officer of the Company and the signature
set forth on the signature line for such officer below is such officer’s true and
genuine signature, and such officer is duly authorized to execute and deliver on
behalf of the Company each Transaction Document to which it is a party and any
certificate or other document to be delivered by the Company pursuant to such
Transaction Documents.



          2. The undersigned, [                ], a Responsible Officer of the Company, hereby certifies as follows:




     (a) Attached hereto as Annex A is a complete and correct copy of the [unanimous written
consent][written consent] duly adopted by the [board of directors (or a duly authorized
committee thereof)] [managers][managing
member] of the Company on [            ], 2011, authorizing,
among other things, [(a)] the execution, delivery and performance of the Transaction
Documents (and any agreements relating thereto) to which it is a party, [and (b) the
extensions of credit contemplated by the Credit Agreement]6; such resolutions have
not in any way been amended, modified, revoked or rescinded and have been in full force and
effect since their adoption to and including the date hereof and are now in full force and
effect [and have been filed with the minutes of the proceedings of the board of directors of
the Company]; and such resolutions are the





 




			
	5	 	Future tense to be used for Parent and Merger Sub only
	 
	6	 	To insert for SRA only.




 









 











only [corporate] [company] proceedings of the Company now in force relating to or
affecting the matters referred to therein; [as of [
           ], 2011, there were no vacancies or
unfilled newly-created directorships on the board of directors of the Company;]




     (b) Attached hereto as Annex B is a true and complete copy of the certificate of
[incorporation][formation] of the Company, and any amendments thereto, as in effect on the
date hereof (the “Certificate”), certified by the Secretary of State of the State of
[___] as of a recent date; as of the date hereof, the Certificate has not been amended and no
amendment of the Certificate is pending or has been proposed, and there are no proceedings
pending for the merger, consolidation, conversion, dissolution, liquidation or termination of
the Company [except as contemplated by the Transactions];




     (c) Attached hereto as Annex C is a true and complete copy of the [by-laws][limited
liability company agreement] of the Company as in effect on the date hereof;




     (d) Attached hereto as Annex D is a true and complete copy of a good standing
certificate, certified by the Secretary of State of the State of
[            ] as of a recent date;




     (e) The Company is a direct or indirect wholly-owned subsidiary of Sterling Holding
Inc.;




     (f) Attached hereto as Annex E is an Incumbency Certificate of certain persons who are
now duly elected and qualified Responsible Officers of the Company holding the offices
indicated next to their respective names in such certificate, and such officers hold such
offices with the Company on the date hereof, and the signatures appearing opposite their
respective names in such certificate are the true and genuine signatures of such officers,
and each of such officers is duly authorized to execute and deliver on behalf of the Company
each Transaction Document to which it is a party and any certificate or other document to be
delivered by the Company pursuant to such Transaction Documents:


3.   Debevoise & Plimpton LLP is entitled to rely on this certificate in connection with the opinions
it is delivering pursuant to Section 4.01(b)(i) of the Credit Agreement and Section 7(b)(i) of the
Purchase Agreement. Cahill Gordon & Reindel LLP is entitled to rely on this certificate in
connection with the opinions it is delivering pursuant to Section 7(c) of the Purchase Agreement.
Richards, Layton & Finger, P.A. is entitled to rely on this certificate in connection with the
opinions it is delivering pursuant to Section 4.01(b)(ii) of the Credit Agreement and Section 7(d)
of the Purchase Agreement. McGuireWoods LLP is entitled to rely on this certificate in connection
with the opinions it is delivering pursuant to Section 4.01(b)(iii) of the Credit Agreement and
Section 7(d) of the Purchase Agreement.








 









 








     IN WITNESS WHEREOF, the undersigned have signed this certificate on the date first written
above.



	 	 	 

	 

	 	 
	Name:

	 	Name:
	Title:

	 	Title:






 









 






Annex A

to the Closing Certificate




[Unanimous Written Consent][Consent of the Sole Member]




Attached.



 









 





Annex B

to the Closing Certificate




Certificate of [Incorporation][Formation]




Attached.



 









 





Annex C

to the Closing Certificate




[By-Laws][Limited Liability Company Agreement]




Attached.



 









 





Annex D

to the Closing Certificate




Good Standing Certificate




Attached.



 









 





Annex E

to the Closing Certificate




Incumbency Certificate




Attached.



 









 





EXHIBIT J




Form of Intercompany Note 




New York, New York

Date: _______, 20[ ]




          FOR VALUE RECEIVED, each of the undersigned, to the extent a borrower from time to time from
any other entity listed on the signature page hereto (each, in such capacity, a “Payor”),
hereby promises to pay on demand to the order of such other entity listed below (each, in such
capacity, a “Payee”), in lawful money of the United States of America, or in such other
currency as agreed to by such Payor and such Payee, in immediately available funds, at such
location in the United States of America as a Payee shall from time to time designate, the unpaid
principal amount of all loans and advances (including trade payables) made by such Payee to such
Payor. Each Payor promises also to pay interest on the unpaid principal amount of all such loans
and advances in like money at said location from the date of such loans and advances until paid at
such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.



          This note (“Note”) is an Intercompany Note referred to in that certain Credit
Agreement, dated as of July 20, 2011 (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Agreement;” the terms defined therein being
used herein as therein defined), among STERLING PARENT INC., a Delaware corporation
(“Holdings”), STERLING MERGER INC., a Delaware corporation (the rights and obligations of
which have been assumed by SRA
 INTERNATIONAL, INC., a Delaware corporation (the “Borrower”)), the lenders from time to
time party thereto, CITIBANK, N.A., as Administrative Agent, and CITICORP NORTH AMERICA, INC., as
Swingline Lender and Issuing Bank, and is subject to the terms thereof, and shall be pledged by
each Payee pursuant to the Collateral Agreement, to the extent required pursuant to the terms
thereof. Each Payee hereby acknowledges and agrees that after the occurrence and during the
continuance of an Event of Default and after notice from the Administrative Agent to such Payee
(provided that no such notice shall be required to be given in the case of any Event of Default
arising under Section 7.01(h) or 7.01(i) of the Credit Agreement, the Administrative Agent may
exercise any and all rights of any Loan Party with respect to this Note.




          Anything in this Note to the contrary notwithstanding, the indebtedness evidenced by this Note
owed by any Payor that is a Loan Party to any Payee that is not a Loan Party shall be subordinate
and junior in right of payment, to the extent and in the manner hereinafter set forth, to all
Secured Obligations of such Payor until the payment in full in cash of all Secured Obligations of
such Payor; provided, that each Payor may make payments to the applicable Payee unless an Event of
Default shall have occurred and be continuing and such Payor shall have received notice from the
Administrative Agent (provided, that no such notice shall be required to be given in the case of
any Event of Default arising under Section 7.01(h) or 7.01(i) of the Credit Agreement) (such
Secured Obligations and other indebtedness and obligations in connection with any renewal,
refunding, restructuring or refinancing thereof, including interest thereon accruing after the
commencement of any proceedings referred to in clause (i) below, whether or not such interest is an
allowed claim in such proceeding, being hereinafter collectively referred to as “Senior
Indebtedness”):




     (i) in the event of any insolvency or bankruptcy proceedings, and any receivership,
liquidation, reorganization or other similar proceedings in connection therewith, relative to
any Payor or to its creditors, as such, or to its property, and in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of such Payor, whether
or not involving



 









 






insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, (x) the
holders of Senior Indebtedness shall be paid in full in cash in respect of all amounts
constituting Senior Indebtedness before any Payee that is not a Loan Party is entitled to
receive (whether directly or indirectly), or make any demands for, any payment on account of
this Note and (y) until the holders of Senior Indebtedness are paid in full in cash in
respect of all amounts constituting Senior Indebtedness, any payment or distribution to which
such Payee would otherwise be entitled (other than debt securities of such Payor that are
subordinated, to at least the same extent as this Note, to the payment of all Senior
Indebtedness then outstanding (such securities being hereinafter referred to as
“Restructured Debt Securities”)) shall be made to the holders of Senior Indebtedness;




     (ii) if any Event of Default has occurred and is continuing and after notice from the
Administrative Agent (provided that no such notice shall be required to be given in the case
of any Event of Default arising under Section 7.0(h) or 7.01(i) of the Credit Agreement),
then no payment or distribution of any kind or character shall be made by or on behalf of any
Payor that is a Loan Party or any other Person on its behalf with respect to this Note owed
to any Payee that is not a Loan Party; and




     (iii) if any payment or distribution of any character, whether in cash, securities or
other property (other than Restructured Debt Securities), in respect of this Note shall
(despite these subordination provisions) be received by any Payee in violation of clause (i)
or (ii) before all Senior Indebtedness shall have been paid in full in cash, such payment or
distribution shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Senior Indebtedness (or their representatives), ratably according to the
respective aggregate amounts remaining unpaid thereon, to the extent necessary to pay all
Senior Indebtedness in full in cash.



          To the fullest extent permitted by law, no present or future holder of Senior Indebtedness
shall be prejudiced in its right to enforce the subordination of this Note by any act or failure to
act on the part of any Payor or by any act or failure to act on the part of such holder or any
trustee or agent for such holder. Each Payee and each Payor hereby agree that the subordination of
this Note is for the benefit of the Administrative Agent, the Swingline Lender, the Issuing Bank
and the Lenders and the Administrative Agent, the Swingline Lender, the Issuing Bank and the
Lenders are obligees under this Note to the same extent as if their names were written herein as
such and the Administrative Agent may, on behalf of itself, the Swingline Lender, the Issuing Bank
and the Lenders, proceed to enforce the subordination provisions herein.



          The indebtedness evidenced by this Note owed by any Payor that is not a Loan Party or any
Payor that is a Loan Party, in each case, to any Payee that is a Loan Party shall not be
subordinated to, and shall rank pari passu in right of payment with, any other obligation of such
Payor.



          Nothing contained in the subordination provisions set forth above is intended to or will
impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and
unconditional, to pay to such Payee the principal of and interest on this Note as and when due and
payable in accordance with its terms, or is intended to or will affect the relative rights of such
Payee and other creditors of such Payor other than the holders of Senior Indebtedness.



          Each Payee is hereby authorized to record all loans and advances made by it to any Payor (all
of which shall be evidenced by this Note), and all repayments or prepayments thereof, in its books
and records, such books and records constituting prima facie evidence of the accuracy of the
information contained therein.



 









 





          Each Payor hereby waives presentment, demand, protest or notice of any kind in connection with
this Note. All payments under this Note shall be made without offset, counterclaim or deduction of
any kind.



          This Note shall be binding upon each Payor and its successors and assigns, and the terms and
provisions of this Note shall inure to the benefit of each Payee and its successors and assigns,
including subsequent holders hereof. Notwithstanding anything to the contrary contained herein, in
any other Loan Document or in any other promissory note or other instrument, this Note replaces and
supersedes any and all promissory notes or other instruments which create or evidence any loans or
advances made on, before or after the date hereof by any Payee to Holdings, any Intermediate
Parent, the Borrower or any Restricted Subsidiary, in each case to the extent required to be
pledged to the Collateral Agent pursuant to the Collateral Agreement.



          From time to time after the date hereof, additional subsidiaries of Holdings may become
parties hereto (as Payor and/or Payee, as the case may be) by executing a counterpart signature
page to this Note (each additional subsidiary, an “Additional Party”). Upon delivery of
such counterpart signature page to the Payees, notice of which is hereby waived by the other
Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as
fully a party hereto as if such Additional Party were an original signatory hereof. Each Payor
expressly agrees that its obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Payor or Payee hereunder. This Note shall be fully effective as to
any Payor or Payee that is or becomes a party hereto regardless of whether any other Person becomes
or fails to become or ceases to be a Payor or Payee hereunder.



          THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK.



[signature pages follow]







 









 








	 	 	 	 	 
	 	SRA INTERNATIONAL, INC.,

as Payee and Payor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[SUBSIDIARIES OF THE BORROWER],

as Payee and Payor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT K




SOLVENCY CERTIFICATE




Date: _____, 2011



To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to
below:





          I, the undersigned, the Chief Financial Officer of SRA International, Inc., a Delaware
corporation (the “Borrower”), in that capacity only and not in my individual capacity (and
without personal liability), do hereby certify as of the date hereof, and based upon facts and
circumstances as they exist as of the date hereof (and disclaiming any responsibility for changes
in such fact and circumstances after the date hereof), that:



          1. This certificate is furnished to the Administrative Agent and the Lenders pursuant to
Section 4.01(m) of the Credit Agreement, dated as of July 20, 2011, among Sterling Parent Inc., a
Delaware corporation, Sterling Merger Inc., a Delaware corporation (the rights and obligations of
which have been assumed by the Borrower), the Lenders from time to time party thereto, Citibank,
N.A. as Administrative Agent and Citicorp North America, Inc., as Swingline Lender and Issuing Bank
(the “Credit Agreement”). Unless otherwise defined herein, capitalized terms used in this
certificate shall have the meanings set forth in the Credit Agreement.



          2. For purposes of this certificate, the terms below shall have the following definitions:



          (a) “Fair Value”



          The amount at which the assets (both tangible and intangible), in their entirety, of the
Borrower and its Subsidiaries taken as a whole would change hands between a willing buyer and a
willing seller, within a commercially reasonable period of time, each having reasonable knowledge
of the relevant facts, with neither being under any compulsion to act.



          (b) “Present Fair Salable Value”



          The amount that could be obtained by an independent willing seller from an independent willing
buyer if the assets of the Borrower and its Subsidiaries taken as a whole are sold with reasonable
promptness in an arm’s-length transaction under present conditions for the sale of comparable
business enterprises insofar as such conditions can be reasonably evaluated.



          (c) “Stated Liabilities”



          The recorded liabilities (including contingent liabilities that would be recorded in
accordance with GAAP) of the Borrower and its Subsidiaries taken as a whole, as of the date



 









 




hereof after giving effect to the consummation of the Transactions, determined in accordance with
GAAP consistently applied.




          (d) “Identified Contingent Liabilities”



          The maximum estimated amount of liabilities reasonably likely to result from pending
litigation, asserted claims and assessments, guaranties, uninsured risks and other contingent
liabilities of the Borrower and its Subsidiaries taken as a whole after giving effect to the
Transactions (including all fees and expenses related thereto but exclusive of such contingent
liabilities to the extent reflected in Stated Liabilities), as identified and explained in terms of
their nature and estimated magnitude by responsible officers of the Borrower.



          (e) “Will be able to pay their Stated Liabilities and Identified Contingent Liabilities as
they mature”



          For the period from the date hereof through the Latest Maturity Date, the Borrower and its
Subsidiaries taken as a whole will have sufficient assets and cash flow to pay their respective
Stated Liabilities and Identified Contingent Liabilities as those liabilities mature or (in the
case of contingent liabilities) otherwise become payable.



          (f) “Do not have Unreasonably Small Capital”



          For the period from the date hereof through the Latest Maturity Date, the Borrower and its
Subsidiaries taken as a whole after consummation of the Transactions is a going concern and has
sufficient capital to ensure that it will continue to be a going concern for such period.



          3. For purposes of this certificate, I, or officers of the Borrower under my direction and
supervision, have performed the following procedures as of and for the periods set forth below.



          (a) I have reviewed the financial statements (including the pro forma financial statements)
referred to in Section 3.04 of the Credit Agreement.



          (b) I have knowledge of and have reviewed to my satisfaction the Credit Agreement.



          (c) As chief financial officer of the Borrower, I am familiar with the financial condition of
the Borrower and its Subsidiaries.



          4. Based on and subject to the foregoing, I hereby certify on behalf
of the Borrower that after giving effect to the consummation of the Transactions, it is my opinion that
(i) the Fair Value and Present Fair Salable Value of the assets of the Borrower and its
Subsidiaries taken as a whole exceed their Stated Liabilities and Identified Contingent
Liabilities; (ii) the Borrower and its Subsidiaries taken as a whole do not have Unreasonably Small
Capital; and (iii) the Borrower and its Subsidiaries taken as a whole will be able to pay their
Stated Liabilities and Identified Contingent Liabilities as they mature.







 









 








* * *







 









 








          IN WITNESS WHEREOF, the Borrower has caused this certificate to be executed on its behalf by
its Chief Financial Officer as of the date first written above.



	 	 	 	 	 
	SRA INTERNATIONAL, INC.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	Chief Financial Officer 	 
	 



 









 





EXHIBIT L




Form of Specified Discount Prepayment Notice 




Date: ______, 20__



To: [Citibank, N.A.], as Auction Agent



Ladies and Gentlemen:





          This Specified Discount Prepayment Notice is delivered to you pursuant to Section
2.11(a)(ii)(B) of that certain Credit Agreement, dated as of July 20, 2011, (as further amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a
Delaware corporation (the rights and obligations of which have been assumed by SRA International,
Inc., a Delaware corporation (the “Borrower”)), the lenders from time to time party
thereto, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as Swingline
Lender and Issuing Bank. Capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to such terms in the Agreement.



          Pursuant to Section 2.11(a)(ii)(B) of the Agreement, the Borrower hereby offers to make a
Discounted Term Loan Prepayment to each Term Lender [and to each Additional Term Lender] [Extended
Term Lender] of the [•, 20•]7 tranche[s] of Term Loans] on the following terms:




          1. This Borrower Offer of Specified Discount Prepayment is available
only to each Term Lender [and to each Additional Term Lender][Extended Term Lender] of the [•,
20•]8 tranche[s] of Term Loans].




     2. The maximum aggregate outstanding amount of the Discounted Term Loan Prepayment that
will be made in connection with this offer shall not exceed $[•] of Term Loans [and $[•] of
the [•, 20•] tranche[s] of Term Loans] 9 (the “Specified Discount
Prepayment Amount”).10




     3. The percentage discount to par value at which such Discounted Term Loan Prepayment
will be made is [•]% in respect of the Term Loans [and [•]% in respect of the [•, 20•]
tranche[s] of Term Loans] 11 (the “Specified Discount”).





 




			
	7	 	List multiple tranches if applicable.
	 
	8	 	List multiple tranches if applicable.
	 
	9	 	List multiple tranches if applicable.
	 
	10	 	Minimum of $1.0 million and whole increments of $500,000.
	 
	11	 	List multiple tranches if applicable.




 









 










          To accept this offer, you are required to submit to the Administrative Agent a Specified
Discount Prepayment Response on or before 5:00 p.m. New York time on the date that is three (3)
Business Days following the date of delivery of this notice pursuant to Section 2.11(a)(ii)(B) of
the Agreement.



          The Borrower hereby represents and warrants to the Administrative Agent [and the Term
Lenders][, the Term Lenders and each Additional Term Lender[[Extended Term Lender] of the [•,
20•]12 tranche[s] of Term Loans] as follows:




     1. The Borrower will not make a Borrowing of Revolving Loans to fund this Discounted
Term Loan Prepayment.




     2. [At least ten (10) Business Days have passed since the consummation of the most
recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on
the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have
passed since the date the Borrower was notified that no Term Lender was willing to accept any
prepayment of any Term Loan, Incremental Term Loan, Extended Term Loan and/or Other Term Loan
at the Specified Discount, within the Discount Range or at any discount to par value, as
applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date
of the Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a
Term Lender.]13




     3. No Default or Event of Default has occurred or is continuing or would result from
this Discounted Term Loan Prepayment.




     4. The Term Loans purchased pursuant to this Discounted Term Loan Prepayment will be
cancelled.




     5. Neither the Borrower nor any of its Affiliates has any MNPI with
respect to




Holdings, the Borrower or any of its Subsidiaries or securities that either (a) has not been
disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with respect to
Holdings, any of its Subsidiaries or Affiliates) prior to the time of this Discounted Term
Loan Prepayment or (b) could not reasonably be expected to have a material effect upon, or
otherwise be material, (i) to a Lender’s decision to participate in this Discounted Term Loan
Prepayment or (ii) to the market price of the Term Loans.



          The Borrower acknowledges that the Auction Agent and the relevant Term Lenders are relying on
the truth and accuracy of the foregoing representations and warranties in connection with their
decision whether or not to accept the offer set forth in this Specified Discount Prepayment Notice
and the acceptance of any prepayment made in connection with this Specified Discount Prepayment
Notice.



          The Borrower requests that Auction Agent promptly notify each of the relevant Term Lenders
party to the Agreement of this Specified Discount Prepayment Notice.





 




			
	12	 	List multiple tranches if applicable.
	 
	13	 	Insert applicable representation




 









 










[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]







 









 








          IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Notice as
of the date first above written.



	 	 	 	 	 
	SRA International, Inc.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Enclosure: Form of Specified Discount Prepayment Response





 











 





EXHIBIT M




Form of Specified Discount Prepayment Response 




Date: ______, 20__



To: [Citibank, N.A.], as Auction Agent



Ladies and Gentlemen:




          Reference is made to (a) that certain Credit Agreement, dated as of July 20, 2011, (as further
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a
Delaware corporation(the rights and obligations of which have been assumed by SRA International,
Inc., a Delaware corporation (the “Borrower”)), the lenders from time to time party thereto,
Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as Swingline Lender and
Issuing Bank, and (b) that certain Specified Discount Prepayment Notice, dated ______, 20__, from
the Borrower (the “Specified Discount Prepayment Notice”). Capitalized terms used herein
and not otherwise defined herein shall have the meaning ascribed to such terms in the Specified
Discount Prepayment Notice or, to the extent not defined therein, in the Agreement.



          The undersigned [Term Lender] [Additional Term Lender][Extended Term Lender] hereby gives you
irrevocable notice, pursuant to Section 2.11(a)(ii)(B) of the Agreement, that it is willing
to accept a Discounted Term Loan Prepayment of the following [tranches of] Term Loans held by such
[Term Lender] [Additional Term Lender][Extended Term Lender] at the Specified Discount in an
aggregate outstanding amount as follows:



          [Term Loans — $[•]]



          [[•, 20•]14 tranche[s] of Term Loans — $[•]]



          The undersigned [Term Lender] [Additional Term Lender][Extended Term Lender] hereby expressly
consents and agrees to a prepayment of its [Term Loans][[ •, 20•]15 tranche[s] of Term
Loans] pursuant to Section 2.11(a)(ii)(B) of the Agreement at a price equal to the
[applicable] Specified Discount in the aggregate outstanding amount not to exceed the amount set
forth above, as such amount may be reduced in accordance with the Specified Discount Proration, and
as otherwise determined in accordance with and subject to the requirements of the Agreement.



          [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]





 




			
	14	 	List multiple tranches if applicable.
	 
	15	 	List multiple tranches if applicable.




 









 










          IN WITNESS WHEREOF, the undersigned has executed this Specified Discount Prepayment Response
as of the date first above written.


[                    ]




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name  	 
	 	Title:  	 	 
	 
	 	 
	By:  	 	 
	 	Name 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT N




Form of Discount Range Prepayment Notice 




Date: ______, 20__



To: [Citibank, N.A.], as Auction Agent



Ladies and Gentlemen:





          This Discount Range Prepayment Notice is delivered to you pursuant to Section
2.11(a)(ii)(C) of that certain Credit Agreement, dated as of July 20, 2011, (as further
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a Delaware
corporation (the rights and obligations of which have been assumed by SRA International, Inc., a
Delaware corporation (the “Borrower”)), the lenders from time to time party thereto, Citibank,
N.A., as Administrative Agent and Citicorp North America, Inc., as Swingline Lender and Issuing
Bank. Capitalized terms used herein and not otherwise defined herein shall have the meaning
ascribed to such terms in the Agreement.



          Pursuant to Section 2.11(a)(ii)(C) of the Agreement, the Borrower hereby requests that
each Term Lender [and each [Additional Term Lender][Extended Term Lender] of the [•,
20•]16 tranche[s] of Term Loans] submit a Discount Range Prepayment Offer. Any
Discounted Term Loan Prepayment made in connection with this solicitation shall be subject to the
following terms:




     1. This Borrower Solicitation of Discount Range Prepayment Offers is extended at the
sole discretion of the Borrower to each Term Lender [and to each [Additional Term Lender]
[Extended Term Lender] of the [•, 20•] tranche[s] of Term Loans]17.




     2. The maximum aggregate outstanding amount of the Discounted Term Loan Prepayment
that will be made in connection with this solicitation is $[•] of Term Loans [and $[•] of
the [•, 20•]tranche[s] of
Term
Loans]18 (the “Discount Range
Prepayment Amount”).19




     3. The Borrower is willing to make Discount Term Loan Prepayments at a percentage
discount to par value greater than or equal to [•]% but less than or equal to [•]% in
respect of





 




			
	16	 	List multiple tranches if applicable.
	 
	17	 	List multiple tranches if applicable.
	 
	18	 	List multiple tranches if applicable.
	 
	19	 	Minimum of $1.0 million and whole increments of $500,000.




 









 











the Term Loans [and greater than or equal to [•]% but less than or equal to [•]% in respect
of the [•, 20•]
tranche[s] of Term Loans]20 (the
“Discount Range”).



          To make an offer in connection with this solicitation, you are required to deliver to the
Administrative Agent a Discount Range Prepayment Offer on or before 5:00 p.m. New York time on the
date that is three (3) Business Days following the dated delivery of the notice pursuant to
Section 2.11(a)(ii)(C) of the Agreement.



          The Borrower hereby represents and warrants to the Auction Agent [and the Term Lenders][, the
Term Lenders and each [Additional Term Lender] [Extended Term Lender] of the [•, 20•] tranche[s] of
Term Loans]21 as follows:




     1. The Borrower will not make a Borrowing of Revolving Loans to fund this Discounted
Term Loan Prepayment.




     2. [At least ten (10) Business Days have passed since the consummation of the most
recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on
the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have
passed since the date the Borrower was notified that no Term Lender was willing to accept
any prepayment of any Term Loan, Incremental Term Loan, Extended Term Loan and/or Other
Term Loan at the Specified Discount, within the Discount Range or at any discount to par
value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment
Offers, the date of the Borrower’s election not to accept any Solicited Discounted
Prepayment Offers made by a Term Lender.]22




     3. No Default or Event of Default has occurred or is continuing or would result from
this Discounted Term Loan Prepayment.




     4. The Term Loans purchased pursuant to this Discounted Term Loan Prepayment will be
cancelled.




     5. Neither the Borrower nor any of its Affiliates has any MNPI
with respect to
Holdings, the Borrower or any of its Subsidiaries or securities that either (a) has not
been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with
respect to Holdings, any of its Subsidiaries or Affiliates) prior to the time of this
Discounted Term Loan Prepayment or (b) could not reasonably be expected to have a material
effect upon, or otherwise be material, (i) to a Lender’s decision to participate in this
Discounted Term Loan Prepayment or (ii) to the market price of the Term Loans.



          The Borrower acknowledges that the Auction Agent and the relevant Term Lenders are relying on
the truth and accuracy of the foregoing representations and warranties in connection with any





 




			
	20	 	List multiple tranches if applicable.
	 
	21	 	List multiple tranches if applicable.
	 
	22	 	Insert applicable representation.




 









 









Discount Range Prepayment Offer made in response to this Discount Range Prepayment Notice and the
acceptance of any prepayment made in connection with this Discount Range Prepayment Notice.




          The Borrower requests that Auction Agent promptly notify each of the relevant Term Lenders
party to the Agreement of this Discount Range Prepayment Notice.



          [REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]



 









 





          IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Notice as of
the date first above written.



	 	 	 	 	 
	SRA International, Inc.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Enclosure: Form of Discount Range Prepayment Offer






 









 








EXHIBIT O




Form of Discount Range Prepayment Offer 




Date: ______, 20__



To: [Citibank, N.A.], as Auction Agent



Ladies and Gentlemen:





          Reference is made to (a) that certain Credit Agreement, dated as of July 20, 2011, (as further
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a
Delaware corporation (the rights and obligations of which have been assumed by SRA
International, Inc., a Delaware corporation (the “Borrower”)), the lenders from time to time party
thereto, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as Swingline
Lender and Issuing Bank, and (b) that certain Discount Range Prepayment Notice, dated ______, 20__,
from the Borrower (the “Discount Range Prepayment Notice”). Capitalized terms used herein
and not otherwise defined herein shall have the meaning ascribed to such terms in the Discount
Range Prepayment Notice or, to the extent not defined therein, in the Agreement.



          The undersigned [Term Lender] [Additional Term Lender][Extended Term Lender] hereby gives you
irrevocable notice, pursuant to Section 2.11(a)(ii)(C) of the Agreement, that it is hereby
offering to accept a Discounted Term Loan Prepayment on the following terms:




     1. This Discount Range Prepayment Offer is available only for
prepayment on the [Term Loans][and the [•, 20•]23 tranche[s] of Term Loans] held by the
undersigned.




     2. The maximum aggregate outstanding amount of the Discounted Term Loan Prepayment
that may be made in connection with this offer shall not exceed (the “Submitted
Amount”):




     [Term Loans — $[•]]




     [[•, 20•] tranche[s] of Term Loans — $[•]]24




     3. The percentage discount to par value at which such Discounted Term Loan Prepayment
may be made is [•]% in respect of the Term Loans [and [•]% in respect of the [•, 20•]
tranche[s] of Term
Loans]25
(the “Submitted Discount”).





 




			
	23	 	List multiple tranches if applicable.
	 
	24	 	List multiple tranches if applicable.
	 
	25	 	List multiple tranches if applicable.




 









 










          The undersigned [Term Lender] [Additional Term Lender][Extended Term Lender] hereby expressly
consents and agrees to a prepayment of its [Term Loans] [[•, 20•] tranche[s] of Term Loans]26 indicated above pursuant to Section 2.11(a)(ii)(C) of the Agreement at a
price equal to the Applicable Discount and in an aggregate outstanding amount not to exceed the
Submitted Amount, as such amount may be reduced in accordance with the Discount Range Proration, if
any, and as otherwise determined in accordance with and subject to the requirements of the
Agreement.



[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]





 




			
	26	 	List multiple tranches if applicable.




 









 










     IN WITNESS WHEREOF, the undersigned has executed this Discount Range Prepayment Offer as of
the date first above written.


[                    ]




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name 	 
	 	Title:  	 	 
	 
	 	 
	By:  	 	 
	 	Name 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT P 




Form of Solicited Discounted Prepayment Notice 




Date: ______, 20__




To: [Citibank, N.A.], as Auction Agent




Ladies and Gentlemen:





          This Solicited Discounted Prepayment Notice is delivered to you pursuant to Section
2.11(a)(ii)(D) of that certain Credit Agreement, dated as of July 20, 2011, (as further
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a
Delaware corporation (the rights and obligations of which have been assumed by SRA International,
Inc., a Delaware corporation (the “Borrower”)) , the lenders from time to time party thereto,
Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as Swingline Lender and
Issuing Bank. Capitalized terms used herein and not otherwise defined herein shall have the meaning
ascribed to such terms in the Agreement.



          Pursuant to Section 2.11(a)(ii)(D) of the Agreement, the Borrower hereby requests that
each Term Lender [and each [Additional Term Lender][Extended Term Lender] of the [•, 20•]
tranche[s] of Term Loans]27 submit a Solicited Discounted Prepayment Offer. Any
Discounted Term Loan Prepayment made in connection with this solicitation shall be subject to the
following terms:




     1. This Borrower Solicitation of Discounted Prepayment Offers is extended at the sole
discretion of the Borrower to each Term Lender [and to each [Additional Term
Lender][Extended Term Lender] of the [•, 20•] tranche[s] of Term Loans]28.




     2. The maximum aggregate outstanding amount of the Discounted Term Loan Prepayment
that will be made in connection with this solicitation is (the “Solicited Discounted
Prepayment Amount”):29




     [Term Loans — $[•]]




     [[•, 20•] tranche[s] of Term Loans — $[•]]30




     To make an offer in connection with this solicitation, you are required to deliver to
the Administrative Agent a Solicited Discounted Prepayment Offer on or before 5:00 p.m. New
York





 




			
	27	 	List multiple tranches if applicable.
	 
	28	 	List multiple tranches if applicable.
	 
	29	 	Minimum of $1.0 million and whole increments of $500,000.
	 
	30	 	List multiple tranches if applicable.




 









 











time on the date that is three (3) Business Days following delivery of this notice pursuant
to Section 2.11(a)(ii)(D) of the Agreement.



          The Borrower requests that Auction Agent promptly notify each of the relevant Term Lenders
party to the Agreement of this Solicited Discounted Prepayment Notice.



[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]



 









 





          IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Notice
as of the date first above written.



	 	 	 	 	 
	SRA International, Inc.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 


Enclosure: Form of Solicited Discounted Prepayment Offer







 









 








EXHIBIT Q 




Form of Solicited Discounted Prepayment Offer 




Date: ______, 20__



To: [Citibank, N.A.], as Auction Agent



Ladies and Gentlemen:





          Reference is made to (a) that certain Credit Agreement, dated as of July 20, 2011, (as further
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a Delaware
corporation (the rights and obligations of which have been assumed by SRA International, Inc., a
Delaware corporation (the “Borrower”)), the lenders from time to time party thereto, Citibank,
N.A., as Administrative Agent and Citicorp North America, Inc., as Swingline Lender and Issuing
Bank, and (b) that certain Solicited Discounted Prepayment Notice, dated ______, 20__, from the
Borrower (the “Solicited Discounted Prepayment Notice”). Capitalized terms used herein and
not otherwise defined herein shall have the meaning ascribed to such terms in the Solicited
Discounted Prepayment Notice or, to the extent not defined therein, in the Agreement.



          To accept the offer set forth herein, you must submit an Acceptance and Prepayment Notice on
or before the third Business Day following your receipt of this notice.



          The undersigned [Term Lender] [Additional Term Lender][Extended Term Lender] hereby gives you
irrevocable notice, pursuant to Section 2.11(a)(ii)(D) of the Agreement, that it is hereby
offering to accept a Discounted Term Loan Prepayment on the following terms:




     1. This Solicited Discounted Prepayment Offer is available only for prepayment on the
[Term Loans][[•, 20•]31 tranche[s] of Term Loans] held by the undersigned.




     2. The maximum aggregate outstanding amount of the Discounted Term Loan Prepayment
that may be made in connection with this offer shall not exceed (the
“Offered Amount”):




     [Term Loans — $[•]]




     [[•, 20•] tranche[s] of Term Loans — $[•]]32




     3. The percentage discount to par value at which such Discounted Term Loan Prepayment
may be made is [•]% in respect of the Term Loans [and [•]% in respect of the [•, 20•]
tranche[s] of Term Loans]33 (the “Offered Discount”).





 




			
	31	 	List multiple tranches if applicable.
	 
	32	 	List multiple tranches if applicable.
	 
	33	 	List multiple tranches if applicable.




 









 










          The undersigned [Term Lender] [Additional Term Lender][Extended Term Lender] hereby expressly
consents and agrees to a prepayment of its [Term Loans] [[•, 20•]34 tranche[s] of Term
Loans] pursuant to Section 2.11(a)(ii)(D) of the Agreement at a price equal to the
Acceptable Discount and in an aggregate outstanding amount not to exceed such Lender’s Offered
Amount as such amount may be reduced in accordance with the Solicited Discount Proration, if any,
and as otherwise determined in accordance with and subject to the requirements of the Agreement.



[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]





 




			
	34	 	List multiple tranches if applicable.




 









 










          IN WITNESS WHEREOF, the undersigned has executed this Solicited Discounted Prepayment Offer as
of the date first above written.


[                    ]




	 	 	 	 	 
	 	 
	By:  	 	 
	 	Name 	 
	 	Title:  	 	 
	 
	 	 
	By:  	 	 
	 	Name 	 
	 	Title:  	 	 
	 




 











 





EXHIBIT R




Form of Acceptance and Prepayment Notice 




Date: ________, 20__



To: [Citibank, N.A.], as Auction Agent



Ladies and Gentlemen:




          This Acceptance and Prepayment Notice is delivered to you pursuant to Section
2.11(a)(ii)(D) of that certain Credit Agreement, dated as of July 20, 2011, (as further
amended, restated, extended, supplemented or otherwise modified in writing from time to time, the
“Agreement”), among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a
Delaware corporation (the rights and obligations of which have been assumed by SRA International,
Inc., a Delaware corporation (the “Borrower”)), the lenders from time to time party thereto,
Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as Swingline Lender and
Issuing Bank. Capitalized terms used herein and not otherwise defined herein shall have the meaning
ascribed to such terms in the Agreement.



          Pursuant to Section 2.11(a)(ii)(D) of the Agreement, the Borrower hereby irrevocably
notifies you that it accepts offers delivered in response to the Solicited Discounted Prepayment
Notice having an Offered Discount equal to or greater than [•]% in respect of the Term Loans [and
[•]% in respect of the [•, 20•]tranche[s] of Term Loans]35 (the “Acceptable
Discount”) in an aggregate amount not to exceed the Solicited Discounted Prepayment Amount.



          The Borrower expressly agrees that this Acceptance and Prepayment Notice shall be irrevocable
and is subject to the provisions of Section 2.11(a)(ii)(D) of the Agreement.



          The Borrower hereby represents and warrants to the Auction Agent [and the Term Lenders][and
the Term Lenders and each [Additional Term Lender][Extended Term Lender] of the [•, 20•] tranche[s]
of Term Loans]36 as follows:




     1. The Borrower will not make a Borrowing of Revolving Loans to fund this Discounted
Term Loan Prepayment.




     2. [At least ten (10) Business Days have passed since the consummation of the most
recent Discounted Term Loan Prepayment as a result of a prepayment made by the Borrower on
the applicable Discounted Prepayment Effective Date.][At least three (3) Business Days have
passed since the date the Borrower was notified that no Term Lender was willing to accept
any prepayment of any Term Loan, Incremental Term Loan, Extended Term Loan and/or Other
Term Loan at the Specified Discount, within the Discount Range or at any discount to par
value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment
Offers, the date of the





 




			
	35	 	List multiple tranches if applicable.
	 
	36	 	List multiple tranches if applicable.




 









 











Borrower’s election not to accept any Solicited Discounted Prepayment Offers made by a Term
Lender.]37




     3. No Default or Event of Default has occurred or is continuing or would result from
this Discounted Term Loan Prepayment.




     4. The Term Loans purchased pursuant to this Discounted Term Loan Prepayment will be
cancelled.




     5. Neither the Borrower nor any of its Affiliates has any MNPI
with respect to Holdings, the Borrower or any of its Subsidiaries or securities that either (a) has not
been disclosed to the Lenders (other than Lenders that do not wish to receive MNPI with
respect to Holdings, any of its Subsidiaries or Affiliates) prior to the time of this
Discounted Term Loan Prepayment or (b) could not reasonably be expected to have a material
effect upon, or otherwise be material, (i) to a Lender’s decision to participate in this
Discounted Term Loan Prepayment or (ii) to the market price of the Term Loans.



          The Borrower acknowledges that the Auction Agent and the relevant Term Lenders are relying on
the truth and accuracy of the foregoing representations and warranties in connection with the
acceptance of any prepayment made in connection with a Solicited Discounted Prepayment Offer.



          The Borrower requests that Auction Agent promptly notify each of the relevant Term Lenders
party to the Agreement of this Acceptance and Prepayment Notice.



[REMAINDER OF THE PAGE INTENTIONALLY LEFT BLANK]






 




			
	37	 	Insert applicable representation.




 









 










          IN WITNESS WHEREOF, the undersigned has executed this Acceptance and Prepayment Notice as of
the date first above written.



	 	 	 	 	 
	SRA International, Inc.

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT S-1




FORM OF 

UNITED STATES TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 





          Reference is made to that certain Credit Agreement (the “Credit Agreement”) dated as of July
20, 2011, among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a Delaware
corporation (the rights and obligations of which have been assumed by SRA International, Inc., a
Delaware corporation (the “Borrower”)), the banks and other lending institutions from time to time
party thereto, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as
Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined shall
have the meaning given to such term in the Credit Agreement.



          Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any
note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is
not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent
shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not
a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (v) no
payments in connection with any Loan Document are effectively connected with a United States trade
or business conducted by the undersigned.



          The undersigned has furnished the Administrative Agent and the Borrower with a certificate of
its non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, or if a
lapse in time or change in circumstances renders the information on this certificate obsolete,
expired or inaccurate in any material respect, the undersigned shall promptly so inform the
Borrower and the Administrative Agent and deliver promptly to the Borrower and the Administrative
Agent an updated certificate or other appropriate documentation (including any new documentation
reasonably requested by the Borrower or the Administrative Agent) or promptly notify the Borrower
or the Administrative Agent of its inability to do so, and (2) the undersigned shall have at all
times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the
undersigned or at such times are as reasonably requested by the Borrower and the Administrative
Agent.



[Signature Page Follows]




 









 








	 	 	 	 	 
	 	[Lender]

 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	  	 	 
	 	[Address] 
	 


Dated: ______________________, 20[ ]







 









 








EXHIBIT S-2




FORM OF 

UNITED STATES TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 





          Reference is made to that certain Credit Agreement (the “Credit Agreement”) dated as of July
20, 2011, among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a Delaware
corporation (the rights and obligations of which have been assumed by SRA International, Inc., a
Delaware corporation (the “Borrower”)), the banks and other lending institutions from time to time
party thereto, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as
Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined shall
have the meaning given to such term in the Credit Agreement.



          Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby
certifies that (i) it is the sole record owner of the Loan(s) (as well as any note(s) evidencing
such Loan(s)) in respect of which it is providing this certificate, (ii) its partners/members are
the sole beneficial owners of such Loan(s) (as well as any note(s) evidencing such Loan(s)), (iii)
neither the undersigned nor any of its partners/members is a bank within the meaning of Section
881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten percent shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v) none of its partners/members
is a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (vi) no
payments in connection with any Loan Document are effectively connected with the a United States
trade or business conducted by the undersigned or its partners/members.



          The undersigned has furnished the Administrative Agent and the Borrower with Internal Revenue
Service Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its
partners/members claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse
in time or change in circumstances renders the information on this certificate obsolete, expired or
inaccurate in any material respect, the undersigned shall promptly so inform the Borrower and the
Administrative Agent and deliver promptly to the Borrower and the Administrative Agent an updated
certificate or other appropriate documentation (including any new documentation reasonably
requested by the Borrower or the Administrative Agent) or promptly notify the Borrower or the
Administrative Agent of its inability to do so, and (2) the undersigned shall have at all times
furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the
undersigned or at such times are as reasonably requested by the Borrower and the Administrative
Agent.



[Signature Page Follows]




 









 








	 	 	 	 	 
	 	[Lender]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	  	 	 
	 	[Address] 
	 


Dated: ______________________, 20[ ]






 









 








EXHIBIT S-3




FORM OF 

UNITED STATES TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)





          Reference is made to that certain Credit Agreement (the “Credit Agreement”) dated as of July
20, 2011, among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a Delaware
corporation (the rights and obligations of which have been assumed by SRA International, Inc., a
Delaware corporation (the “Borrower”)), the banks and other lending institutions from time to time
party thereto, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as
Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined shall
have the meaning given to such term in the Credit Agreement.



          Pursuant to the provisions of Section 2.17(e) and Section 9.04(c) of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record and beneficial owner of the
participation in respect of which it is providing this certificate, (ii) it is not a bank within
the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 881(c)(3)(B) of the Code, (iv) it is not a “controlled
foreign corporation” described in Section 881(c)(3)(C) of the Code and (v) no payments in
connection with any Loan Document are effectively connected with a United States trade or business
conducted by the undersigned.



          The undersigned has furnished its participating non-U.S. Lender with a certificate of its
non-U.S. person status on Internal Revenue Service Form W-8BEN. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse
in time or change in circumstances renders the information on this certificate obsolete, expired or
inaccurate in any material respect, the undersigned shall promptly so inform such non-U.S. Lender
and deliver promptly to such non-U.S. Lender an updated certificate or other appropriate
documentation (including any new documentation reasonably requested by such non-U.S. Lender) or
promptly notify such non-U.S. Lender of its inability to do so, and (2) the undersigned shall have
at all times furnished such non-U.S. Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned or
at such times are as reasonably requested by such non-U.S. Lender.



[Signature Page Follows]




 









 








	 	 	 	 	 
	 	[Participant]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	  	 	 
	 	[Address] 
	 


Dated: ______________________, 20[ ]





 









 








EXHIBIT S-4




FORM OF 

UNITED STATES TAX COMPLIANCE CERTIFICATE 

(For Non-U.S. Participants That Are Partnerships For U.S. Federal Income Tax Purposes)





          Reference is made to that certain Credit Agreement (the “Credit Agreement”) dated as of July
20, 2011, among Sterling Parent Inc., a Delaware corporation, Sterling Merger Inc., a Delaware
corporation (the rights and obligations of which have been assumed by SRA International, Inc., a
Delaware corporation (the “Borrower”)), the banks and other lending institutions from time to time
party thereto, Citibank, N.A., as Administrative Agent and Citicorp North America, Inc., as
Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined shall
have the meaning given to such term in the Credit Agreement.



          Pursuant to the provisions of Section 2.17(e) and Section 9.04(c) of the Credit Agreement, the
undersigned hereby certifies that (i) it is the sole record owner of the participation in respect
of which it is providing this certificate, (ii) its partners/members are the sole beneficial owners
of such participation, (iii) neither the undersigned nor any of its partners/members is a bank
within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its partners/members is a ten
percent shareholder of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, (v)
none of its partners/members is a “controlled foreign corporation” described in Section
881(c)(3)(C) of the Code and (vi) no payments in connection with any Loan Document are effectively
connected with a United States trade or business conducted by the undersigned’s or its
partners/members.



     The undersigned has furnished its participating non-U.S. Lender with Internal Revenue Service
Form W-8IMY accompanied by an Internal Revenue Service Form W-8BEN from each of its
partners/members claiming the portfolio interest exemption. By executing this certificate, the
undersigned agrees that (1) if the information provided on this certificate changes, or if a lapse
in time or change in circumstances renders the information on this certificate obsolete, expired or
inaccurate in any material respect, the undersigned shall promptly so inform such non-U.S. Lender
and deliver promptly to such non-U.S. Lender an updated certificate or other appropriate
documentation (including any new documentation reasonably requested by such non-U.S. Lender) or
promptly notify such non-U.S. Lender of its inability to do so, and (2) the undersigned shall have
at all times furnished such non-U.S. Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned or
at such times are as reasonably requested by such non-U.S. Lender.



[Signature Page Follows]




 









 







	 	 	 	 	 
	 	[Participant]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	  	 	 
	 	[Address] 
	 


Dated: ______________________, 20[ ]