Exhibit
10.1

     

    
      

      

    

    AMENDED
AND RESTATED CREDIT AGREEMENT

     

    Dated
as of June 1, 2010

     

    among

     

    ATS
CORPORATION,

    as
Borrower,

     

    BANK
OF AMERICA, N.A.,

    as
Administrative Agent, L/C Issuer & Swing Line Lender,

     

    and

     

    THE
OTHER LENDERS PARTY HERETO

    


    BANC
OF AMERICA SECURITIES LLC,

    as
Sole Lead Arranger and Sole Book Manager

     

    
      

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      
        
          
            
              	
                      Section

                    	 	
                      Page

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      I.    DEFINITIONS AND
      ACCOUNTING TERMS

                    	 	
                      1

                    
	 
      	 	 
      
	
                      1.01

                    	
                      Amendment
      and Restatement; Allocations

                    	 	
                      1

                    
	 
      	 
      	 	 
      
	
                      1.02

                    	
                      Defined
      Terms

                    	 	
                      2

                    
	 
      	 
      	 	 
      
	
                      1.03

                    	
                      Other
      Interpretive Provisions

                    	 	
                      22

                    
	 
      	 
      	 	 
      
	
                      1.04

                    	
                      Accounting
      Terms

                    	 	
                      23

                    
	 
      	 
      	 	 
      
	
                      1.05

                    	
                      Rounding

                    	 	
                      24

                    
	 
      	 
      	 	 
      
	
                      1.06

                    	
                      Times
      of Day

                    	 	
                      24

                    
	 
      	 
      	 	 
      
	
                      1.07

                    	
                      Letter
      of Credit Amounts

                    	 	
                      24

                    
	 
      	 
      	 	 
      
	
                      1.08

                    	
                      Covenant
      Adjustments

                    	 	
                      24

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      II.    THE COMMITMENTS
      AND CREDIT EXTENSIONS

                    	 	
                      24

                    
	 
      	 	 
      
	
                      2.01

                    	
                      Committed
      Loans

                    	 	
                      24

                    
	 
      	 
      	 	 
      
	
                      2.02

                    	
                      Borrowings

                    	 	
                      25

                    
	 
      	 
      	 	 
      
	
                      2.03

                    	
                      Letters
      of Credit

                    	 	
                      25

                    
	 
      	 
      	 	 
      
	
                      2.04

                    	
                      Swing
      Line Loans

                    	 	
                      34

                    
	 
      	 
      	 	 
      
	
                      2.05

                    	
                      Prepayments

                    	 	
                      37

                    
	 
      	 
      	 	 
      
	
                      2.06

                    	
                      Termination
      or Reduction of Commitments

                    	 	
                      38

                    
	 
      	 
      	 	 
      
	
                      2.07

                    	
                      Repayment
      of Loans

                    	 	
                      38

                    
	 
      	 
      	 	 
      
	
                      2.08

                    	
                      Interest

                    	 	
                      38

                    
	 
      	 
      	 	 
      
	
                      2.09

                    	
                      Fees

                    	 	
                      39

                    
	 
      	 
      	 	 
      
	
                      2.10

                    	
                      Computation
      of Interest and Fees

                    	 	
                      39

                    
	 
      	 
      	 	 
      
	
                      2.11

                    	
                      Evidence
      of Debt

                    	 	
                      40

                    
	 
      	 
      	 	 
      
	
                      2.12

                    	
                      Payments
      Generally; Agent’s Clawback

                    	 	
                      40

                    
	 
      	 
      	 	 
      
	
                      2.13

                    	
                      Sharing
      of Payments

                    	 	
                      42

                    
	 
      	 
      	 	 
      
	
                      2.14

                    	
                      Increase
      in Commitments

                    	 	
                      43

                    
	 
      	 
      	 	 
      
	
                      2.15

                    	
                      Cash
      Collateral

                    	 	
                      44

                    
	 
      	 
      	 	 
      
	
                      2.16

                    	
                      Defaulting
      Lenders

                    	 	
                      45

                    
	 
      	 
      	 	 
      
	
                      ARTICLE
      III.    TAXES, YIELD
      PROTECTION AND ILLEGALITY

                    	 	
                      47

                    
	 
      	 	 
      
	
                      3.01

                    	
                      Taxes

                    	 	
                      47

                    
	 
      	 
      	 	 
      
	
                      3.02

                    	
                      [Reserved]

                    	 	
                      48

                    
	 
      	 
      	 	 
      
	
                      3.03

                    	
                      [Reserved]

                    	 	
                      48

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  3.04

                	
                  Increased
      Costs

                	 	
                  48

                
	 
      	 
      	 	 
      
	
                  3.05

                	
                  [Reserved]

                	 	
                  49

                
	 
      	 
      	 	 
      
	
                  3.06

                	
                  Mitigation
      Obligations

                	 	
                  50

                
	 
      	 
      	 	 
      
	
                  3.07

                	
                  Survival

                	 	
                  50

                
	 
      	 
      	 	 
      
	
                  ARTICLE
      IV.    CONDITIONS
      PRECEDENT TO CREDIT EXTENSIONS

                	 	
                  51

                
	 
      	 	 
      
	
                  4.01

                	
                  Conditions
      of Initial Credit Extension

                	 	
                  51

                
	 
      	 
      	 	 
      
	
                  4.02

                	
                  Conditions
      to all Credit Extensions

                	 	
                  52

                
	 
      	 
      	 	 
      
	
                  ARTICLE
      V.    
      REPRESENTATIONS AND WARRANTIES

                	 	
                  53

                
	 
      	 	 
      
	
                  5.01

                	
                  Existence,
      Qualification and Power

                	 	
                  53

                
	 
      	 
      	 	 
      
	
                  5.02

                	
                  Authorization;
      No Contravention

                	 	
                  53

                
	 
      	 
      	 	 
      
	
                  5.03

                	
                  Governmental
      Authorization; Other Consents

                	 	
                  53

                
	 
      	 
      	 	 
      
	
                  5.04

                	
                  Binding
      Effect

                	 	
                  54

                
	 
      	 
      	 	 
      
	
                  5.05

                	
                  Financial
      Statements; No Material Adverse Effect; No Internal Control
      Event

                	 	
                  54

                
	 
      	 
      	 	 
      
	
                  5.06

                	
                  Litigation

                	 	
                  55

                
	 
      	 
      	 	 
      
	
                  5.07

                	
                  No
      Default

                	 	
                  55

                
	 
      	 
      	 	 
      
	
                  5.08

                	
                  Ownership
      of Property; Liens

                	 	
                  55

                
	 
      	 
      	 	 
      
	
                  5.09

                	
                  Environmental
      Compliance

                	 	
                  55

                
	 
      	 
      	 	 
      
	
                  5.10

                	
                  Insurance

                	 	
                  55

                
	 
      	 
      	 	 
      
	
                  5.11

                	
                  Taxes

                	 	
                  55

                
	 
      	 
      	 	 
      
	
                  5.12

                	
                  ERISA
      Compliance

                	 	
                  56

                
	 
      	 
      	 	 
      
	
                  5.13

                	
                  Subsidiaries

                	 	
                  56

                
	 
      	 
      	 	 
      
	
                  5.14

                	
                  Margin
      Regulations; Investment Company Act

                	 	
                  56

                
	 
      	 
      	 	 
      
	
                  5.15

                	
                  Disclosure

                	 	
                  57

                
	 
      	 
      	 	 
      
	
                  5.16

                	
                  Compliance
      with Laws

                	 	
                  57

                
	 
      	 
      	 	 
      
	
                  5.17

                	
                  Taxpayer
      Identification Number

                	 	
                  57

                
	 
      	 
      	 	 
      
	
                  5.18

                	
                  Intellectual
      Property; Licenses, Etc

                	 	
                  57

                
	 
      	 
      	 	 
      
	
                  5.19

                	
                  Rights
      in Collateral; Priority of Liens

                	 	
                  57

                
	 
      	 
      	 	 
      
	
                  ARTICLE
      VI.    AFFIRMATIVE
      COVENANTS

                	 	
                  57

                
	 
      	 	 
      
	
                  6.01

                	
                  Financial
      Statements

                	 	
                  57

                
	 
      	 
      	 	 
      
	
                  6.02

                	
                  Certificates;
      Other Information

                	 	
                  59

                
	 
      	 
      	 	 
      
	
                  6.03

                	
                  Notices

                	 	
                  60

                
	 
      	 
      	 	 
      
	
                  6.04

                	
                  Payment
      of Obligations

                	 	
                  61

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  6.05

                	
                  Preservation
      of Existence, Etc

                	 	
                  61

                
	 
      	 
      	 	 
      
	
                  6.06

                	
                  Maintenance
      of Properties

                	 	
                  61

                
	 
      	 
      	 	 
      
	
                  6.07

                	
                  Maintenance
      of Insurance

                	 	
                  61

                
	 
      	 
      	 	 
      
	
                  6.08

                	
                  Compliance
      with Laws

                	 	
                  62

                
	 
      	 
      	 	 
      
	
                  6.09

                	
                  Books
      and Records

                	 	
                  62

                
	 
      	 
      	 	 
      
	
                  6.10

                	
                  Inspection
      Rights

                	 	
                  62

                
	 
      	 
      	 	 
      
	
                  6.11

                	
                  Use
      of Proceeds

                	 	
                  62

                
	 
      	 
      	 	 
      
	
                  6.12

                	
                  Financial
      Covenants

                	 	
                  63

                
	 
      	 
      	 	 
      
	
                  6.13

                	
                  Additional
      Subsidiaries

                	 	
                  63

                
	 
      	 
      	 	 
      
	
                  6.14

                	
                  Collateral
      Records

                	 	
                  63

                
	 
      	 
      	 	 
      
	
                  6.15

                	
                  Security
      Interests

                	 	
                  64

                
	 
      	 
      	 	 
      
	
                  ARTICLE
      VII.    NEGATIVE
      COVENANTS

                	 	
                  64

                
	 
      	 	 
      
	
                  7.01

                	
                  Liens

                	 	
                  64

                
	 
      	 
      	 	 
      
	
                  7.02

                	
                  Investments

                	 	
                  66

                
	 
      	 
      	 	 
      
	
                  7.03

                	
                  Indebtedness

                	 	
                  66

                
	 
      	 
      	 	 
      
	
                  7.04

                	
                  Fundamental
      Changes

                	 	
                  67

                
	 
      	 
      	 	 
      
	
                  7.05

                	
                  Dispositions

                	 	
                  68

                
	 
      	 
      	 	 
      
	
                  7.06

                	
                  Restricted
      Payments

                	 	
                  68

                
	 
      	 
      	 	 
      
	
                  7.07

                	
                  Acquisitions

                	 	
                  69

                
	 
      	 
      	 	 
      
	
                  7.08

                	
                  Change
      in Nature of Business

                	 	
                  70

                
	 
      	 
      	 	 
      
	
                  7.09

                	
                  Transactions
      with Affiliates

                	 	
                  70

                
	 
      	 
      	 	 
      
	
                  7.10

                	
                  Burdensome
      Agreements

                	 	
                  70

                
	 
      	 
      	 	 
      
	
                  7.11

                	
                  Use
      of Proceeds

                	 	
                  70

                
	 
      	 
      	 	 
      
	
                  7.12

                	
                  Foreign
      Subsidiaries

                	 	
                  70

                
	 
      	 
      	 	 
      
	
                  7.13

                	
                  Prepayments,
      Etc. of Indebtedness

                	 	
                  70

                
	 
      	 
      	 	 
      
	
                  7.14

                	
                  Amendment,
      Etc. of Indebtedness

                	 	
                  71

                
	 
      	 
      	 	 
      
	
                  ARTICLE
      VIII.    EVENTS OF
      DEFAULT AND REMEDIES

                	 	
                  71

                
	 
      	 	 
      
	
                  8.01

                	
                  Events
      of Default

                	 	
                  71

                
	 
      	 
      	 	 
      
	
                  8.02

                	
                  Remedies
      Upon Event of Default

                	 	
                  73

                
	 
      	 
      	 	 
      
	
                  8.03

                	
                  Application
      of Funds

                	 	
                  73

                
	 
      	 
      	 	 
      
	
                  ARTICLE
      IX.     ADMINISTRATIVE
      AGENT

                	 	
                  75

                
	 
      	 	 
      
	
                  9.01

                	
                  Appointment
      and Authorization of Administrative Agent

                	 	
                  75

                
	 
      	 
      	 	 
      
	
                  9.02

                	
                  Rights
      as a Lender

                	 	
                  75

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        
          	
                  9.03

                	
                  Exculpatory
      Provisions

                	 	
                  75

                
	 
      	 
      	 	 
      
	
                  9.04

                	
                  Reliance
      by Administrative Agent

                	 	
                  76

                
	 
      	 
      	 	 
      
	
                  9.05

                	
                  Delegation
      of Duties

                	 	
                  76

                
	 
      	 
      	 	 
      
	
                  9.06

                	
                  Resignation
      of Agent

                	 	
                  77

                
	 
      	 
      	 	 
      
	
                  9.07

                	
                  Non-Reliance
      on Agent and Other Lenders

                	 	
                  77

                
	 
      	 
      	 	 
      
	
                  9.08

                	
                  No
      Other Duties, Etc

                	 	
                  78

                
	 
      	 
      	 	 
      
	
                  9.09

                	
                  Administrative
      Agent May File Proofs of Claim

                	 	
                  78

                
	 
      	 
      	 	 
      
	
                  9.10

                	
                  Guaranty
      Matters

                	 	
                  78

                
	 
      	 
      	 	 
      
	
                  9.11

                	
                  Collateral
      Matters

                	 	
                  79

                
	 
      	 
      	 	 
      
	
                  ARTICLE
      X.    MISCELLANEOUS

                	 	
                  80

                
	 
      	 	 
      
	
                  10.01

                	
                  Amendments,
      Etc

                	 	
                  80

                
	 
      	 
      	 	 
      
	
                  10.02

                	
                  Notices;
      Effectiveness; Electronic Communications

                	 	
                  81

                
	 
      	 
      	 	 
      
	
                  10.03

                	
                  No
      Waiver; Cumulative Remedies

                	 	
                  83

                
	 
      	 
      	 	 
      
	
                  10.04

                	
                  Expenses;
      Indemnity; Damage Waiver

                	 	
                  83

                
	 
      	 
      	 	 
      
	
                  10.05

                	
                  Payments
      Set Aside

                	 	
                  85

                
	 
      	 
      	 	 
      
	
                  10.06

                	
                  Successors
      and Assigns

                	 	
                  85

                
	 
      	 
      	 	 
      
	
                  10.07

                	
                  Treatment
      of Certain Information; Confidentiality

                	 	
                  90

                
	 
      	 
      	 	 
      
	
                  10.08

                	
                  Right
      of Setoff

                	 	
                  91

                
	 
      	 
      	 	 
      
	
                  10.09

                	
                  Interest
      Rate Limitation

                	 	
                  91

                
	 
      	 
      	 	 
      
	
                  10.10

                	
                  Counterparts;
      Integration; Effectiveness

                	 	
                  92

                
	 
      	 
      	 	 
      
	
                  10.11

                	
                  Survival
      of Representations and Warranties

                	 	
                  92

                
	 
      	 
      	 	 
      
	
                  10.12

                	
                  Severability

                	 	
                  92

                
	 
      	 
      	 	 
      
	
                  10.13

                	
                  Governing
      Law; Jurisdiction; Etc

                	 	
                  92

                
	 
      	 
      	 	 
      
	
                  10.14

                	
                  Waiver
      of Jury Trial

                	 	
                  93

                
	 
      	 
      	 	 
      
	
                  10.15

                	
                  No
      Advisory or Fiduciary Responsibility

                	 	
                  94

                
	 
      	 
      	 	 
      
	
                  10.16

                	
                  USA
      PATRIOT Act Notice

                	 	
                  94

                
	 
      	 
      	 	 
      
	
                  10.17

                	
                  Time
      of the Essence

                	 	
                  94

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULES

     

    
      	 
      	
              2.01

            	
              Commitments
      and Applicable Percentages

            
	 
      	
              5.03

            	
              Governmental
      Authorization; Consents

            
	 
      	
              5.06

            	
              Litigation

            
	 
      	
              5.09

            	
              Environmental
      Matters

            
	 
      	
              5.13

            	
              Subsidiaries,
      Other Equity Investments and Equity Interests in
  Borrower

            
	 
      	
              7.01

            	
              Existing
      Liens

            
	 
      	
              7.02

            	
              Existing
      Investments

            
	 
      	
              7.03

            	
              Existing
      Indebtedness

            
	 
      	
              10.02

            	
              Administrative
      Agent’s Office, Certain Addresses for
Notices

            


    

     

    EXHIBITS

     

    
      	 
      	
              Form
      of

            	 
      
	 
      	
              A

            	
              Committed
      Loan Notice

            
	 
      	
              B

            	
              Swing
      Line Loan Notice

            
	 
      	
              C

            	
              Note

            
	 
      	
              D

            	
              Compliance
      Certificate

            
	 
      	
              E

            	
              Assignment
      and Assumption

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    AMENDED
AND RESTATED CREDIT AGREEMENT

     

    AMENDED AND RESTATED CREDIT
AGREEMENT (this “Agreement”) is
entered into as of June 1, 2010 among ATS CORPORATION, a Delaware
corporation (the “Borrower”), each
lender from time to time party hereto (collectively, “Lenders” and
individually, a “Lender”), and BANK OF AMERICA, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender.

     

    RECITALS

    


    A.           The
Borrower, the Lenders and Bank of America, N.A., as Administrative Agent, L/C
Issuer and Swing Line Lender, are parties to that certain Credit Agreement dated
as of June 4, 2007 (as heretofore amended, restated, supplemented or otherwise
modified, the “Existing Credit
Agreement”).

     

    B.           The
Borrower has requested that the Existing Credit Agreement be further amended as
set forth herein and the Borrower, the Lenders and Bank of America, N.A., as
Administrative Agent, L/C Issuer and Swing Line Lender, have agreed to and
desire to amend and restate the Existing Credit Agreement on the terms and
conditions set forth in this Agreement (the “Amendment and
Restatement”).

     

    
      ARTICLE
I.    DEFINITIONS
AND ACCOUNTING TERMS

    

     

    1.01         Amendment and Restatement;
Allocations.  In order to facilitate the Amendment and
Restatement and otherwise to effectuate the desires of the Borrower, the
Lenders, the Administrative Agent, the L/C Issuer and the Swing Line
Lender:

     

    (a)           The
Borrower and each other Loan Party, the Lenders, the Administrative Agent, the
L/C Issuer and the Swing Line Lender hereby agree that upon the effectiveness of
this Agreement, the terms and provisions of the Existing Credit Agreement which
in any manner govern or evidence the Obligations, the obligations of the
Borrower and each other Loan Party, the rights and interests of the Lenders, the
Administrative Agent, the L/C Issuer and the Swing Line Lender and any terms,
conditions or matters related to any thereof, shall be and hereby are amended
and restated in their entirety by the terms, conditions and provisions of this
Agreement, and the terms and provisions of the Existing Credit Agreement, except
as otherwise expressly provided herein, shall be superseded by this
Agreement.

     

    (b)           Notwithstanding
this Amendment and Restatement, including anything in this Section 1.01, and of
any related Loan Documents (as such term is defined in the Existing Credit
Agreement and referred to herein, individually or collectively, as the “Existing Credit
Documents”), (i) all of the indebtedness, liabilities and obligations
owing by any Person under the Existing Credit Agreement and other Existing
Credit Documents shall continue as Obligations hereunder, and (ii) each of this
Agreement and the Notes and any other Loan Documents (as defined herein) that is
amended and restated in connection with this Agreement is given as a
substitution of and modification of, and not as a payment of or novation of, the
indebtedness, liabilities and obligations of the Borrower under the Existing
Credit Agreement or any Existing Credit Document, and neither the execution and
delivery of such documents nor the consummation of any other transaction
contemplated hereunder is intended to constitute a novation of the Existing
Credit Agreement or of any of the other Existing Credit Documents or any
obligations thereunder.  Upon the effectiveness of this Agreement, all
Committed Loans and Swing Line Loans (each as defined in the Existing Credit
Agreement) owing by the Borrower and outstanding under the Existing Credit
Agreement (collectively, the “Existing Loans”)
shall continue as Committed Loans and Swing Line Loans, respectively, hereunder
and shall constitute advances hereunder, and all Letters of Credit (as defined
in the Existing Credit Agreement) outstanding under the Existing Credit
Agreement and any of the Existing Credit Documents (collectively, the “Existing Letters of
Credit”) shall continue as Letters of Credit hereunder.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

     

    1.02         Defined Terms.  As
used in this Agreement, the following terms shall have the meanings set forth
below:

     

    “Accounts” means any
and all present and future right, title, and interest of the Loan Parties, or
any Loan Party, to the payment of money or other value for goods sold, leased or
licensed or for services rendered (whether or not earned by performance and
whether or not evidenced by a contract, instrument or document), however
evidenced or arising, together with any and all present and future
substitutions, removals, replacements, and proceeds of any of the foregoing, and
including without limitation, all property or rights that constitute “accounts”
of a Loan Party under the UCC.  For the avoidance of doubt, amounts
held as prepayment for, or deposit against, the future sale, lease, or license
of goods or for future services to be rendered shall not be included in the
foregoing definition.

     

    “Acquisition” means
the acquisition of (i) a controlling equity or other controlling ownership
interest in another Person (including the purchase of an option, warrant or
convertible or similar type security to acquire such a controlling interest at
the time it becomes exercisable by the holder thereof), whether by purchase of
such equity or other ownership interest or upon the exercise of an option or
warrant for, or conversion of securities into, such equity or other ownership
interest, or (ii) assets of another Person which constitute all or
substantially all of the assets of such Person or of a line or lines of business
conducted by such Person.

     

    “Administrative Agent”
or “Agent”
means Bank of America in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.

     

    “Administrative Agent’s
Office” means Agent’s address and, as appropriate, account as set forth
on Schedule
10.02, or such other address or account as Agent may from time to time
notify the Borrower and Lenders.

     

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

     

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

     

    “Aggregate
Commitments” means the Commitments of all Lenders.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Agreement” means this
Credit Agreement.

     

    “Applicable
Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender’s Commitment at such time, subject to adjustment as
provided in Section
2.16.  If the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section
8.02 or if the Aggregate Commitments have expired, then the Applicable
Percentage of each Lender shall be determined based on the Applicable Percentage
of such Lender most recently in effect, giving effect to any subsequent
assignments.  The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

     

    “Applicable Rate”
means, from time to time, the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth in the most recent Compliance
Certificate received by Agent pursuant to Section
6.02(b)(i):

     

    Applicable
Rate

     

    
      
        
          
            
              
                
                  
                    	
                            Pricing

                            Level

                          	 	
                            Consolidated Leverage Ratio

                          	 	
                            Unused Fee

                          	 	 	
                            LIBOR Monthly 

                            Floating Rate and 

                            Letter of Credit Fee

                          	 
	
                            1

                          	 	
                            Less
      than 1.75 to 1.00

                          	 	 	0.250	%	 	 	2.000	%
	
                            2

                          	 	
                            Less
      than 2.25 to 1.00, but greater than or equal to 1.75 to
    1.00

                          	 	 	0.250	%	 	 	2.250	%
	
                            3

                          	 	
                            Less
      than 2.75 to 1.00, but greater than or equal to 2.25 to
    1.00

                          	 	 	0.350	%	 	 	2.750	%
	
                            4

                          	 	
                            Greater
      than or equal to 2.75 to 1.00

                          	 	 	0.350	%	 	 	3.000	%


                  

                

              

            

          

        

      

    

    


    Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
of the month immediately following the date a Compliance Certificate is
delivered pursuant to Section 6.02(b) (each
such day, an “Applicable Rate Change
Date”); provided, however, that if a
Compliance Certificate is not delivered  when due in accordance with
such Section, then Pricing Level 4 shall apply as of the first Business Day of
the month following the date such Compliance Certificate was required to have
been delivered.

     

    “Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another.

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section
10.06(b)), and accepted by Agent, in substantially the form of Exhibit E or any
other form approved by Agent.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Attributable
Indebtedness” means, on any date, (a) in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP, and (b) in
respect of any Synthetic Lease Obligation, the capitalized amount of the
remaining lease payments under the relevant lease that would appear on a balance
sheet of such Person prepared as of such date in accordance with GAAP if such
lease were accounted for as a capital lease.

     

    “Audited Financial
Statements” means the audited consolidated balance sheets of the Borrower
and its Subsidiaries for the fiscal year ended December 31, 2009, and the
related consolidated statements of income or operations, shareholders’ equity
and cash flows for such fiscal year of the Borrower and its Subsidiaries,
including the notes thereto.

     

    “Autoborrow Agreement”
shall have the meaning specified in Section
2.04(b).

     

    “Availability Period”
means the period from and including the Closing Date to the earliest of (a) the
Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant
to Section
2.06, and (c) the date of termination of the commitment of each Lender to
make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions
pursuant to Section
8.02.

     

    “Bank of America”
means Bank of America, N.A. and its successors.

     

    “Borrower” has the
meaning specified in the introductory paragraph hereto.

     

    “Borrower Materials”
has the meaning specified in Section
6.02.

     

    “Borrowing” means a
Committed Borrowing or a Swing Line Borrowing, as the context may
require.

     

    “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
Administrative Agent’s Office is located.

    


    “Cash Collateralize”
means to pledge and deposit with or deliver to the Administrative Agent, for the
benefit of the Administrative Agent, L/C Issuer or Swing Line Lender (as
applicable) and the Lenders, as collateral for L/C Obligations, Obligations in
respect of Swing Line Loans, or obligations of Lenders to fund participations in
respect of either thereof (as the context may require), cash or deposit account
balances or, if the L/C Issuer or Swing Line Lender benefitting from such
collateral shall agree in its sole discretion, other credit support, in each
case pursuant to documentation in form and substance satisfactory to (a) the
Administrative Agent and (b) the L/C Issuer or the Swing Line Lender (as
applicable). “Cash Collateral” shall have a meaning correlative to the foregoing
and shall include the proceeds of such cash collateral and other credit
support.

     

    “Cash Management
Agreement” means any agreement to provide cash management services,
including treasury, depository, overdraft, credit or debit card, electronic
funds transfer and other cash management arrangements.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    “Cash Management Bank”
means any Person that, at the time it enters into a Cash Management Agreement,
is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash
Management Agreement.

    


    “Change in Law” means
the occurrence, after the date of this Agreement, of any of the following: (a)
the adoption or taking effect of any law, rule, regulation or treaty, (b) any
change in any law, rule, regulation or treaty or in the administration,
interpretation or application thereof by any Governmental Authority or (c) the
making or issuance of any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority.

    


    “Change of Control”
means, with respect to any Person, an event or series of events by
which:

     

    (a)           any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all securities that such person or group has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of 35% or more of the equity
securities of such Person entitled to vote for members of the board of directors
or equivalent governing body of such Person on a fully-diluted basis (and taking
into account all such securities that such person or group has the right to
acquire pursuant to any option right);

     

    (b)           during
any period of 24 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of such Person cease to be composed
of individuals (i) who were members of that board or equivalent governing body
on the first day of such period, (ii) whose election or nomination to that board
or equivalent governing body was approved by individuals referred to in clause
(i) above constituting at the time of such election or nomination at least a
majority of that board or equivalent governing body or (iii) whose election or
nomination to that board or other equivalent governing body was approved by
individuals referred to in clauses (i) and (ii) above constituting at the time
of such election or nomination at least a majority of that board or equivalent
governing body (excluding, in the case of both clause (ii) and clause (iii), any
individual whose initial nomination for, or assumption of office as, a member of
that board or equivalent governing body occurs as a result of an actual or
threatened solicitation of proxies or consents for the election or removal of
one or more directors by any person or group other than a solicitation for the
election of one or more directors by or on behalf of the board of directors);
or

     

    (c)           any
individual(s) or entity(s) acting in concert shall have acquired by contract or
otherwise, or shall have entered into a contract or arrangement that, upon
consummation thereof, will result in its or their acquisition of the power to
exercise, directly or indirectly, a controlling influence over the management or
policies of such Person, or control over the equity securities of such Person
entitled to vote for members of the board of directors or equivalent governing
body of such Person on a fully-diluted basis (and taking into account all such
securities that such individual(s) or entity(s) or group has the right to
acquire pursuant to any option right) representing 35% or more of the combined
voting power of such securities.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    “Closing Date” means
the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section
10.01.

     

    “Code” means the
Internal Revenue Code of 1986.

     

    “Collateral” shall
mean any and all assets and rights and interests in or to property of the
Borrower and each of the other Loan Parties, whether real or personal, tangible
or intangible, in which a Lien is granted or purported to be granted pursuant to
the Collateral Documents.

     

    “Collateral Documents”
means the Security Agreement, the Pledge Agreement, and all other agreements,
instruments and documents now or hereafter executed and delivered in connection
with this Agreement pursuant to which Liens are granted or purported to be
granted to Agent in Collateral securing all or part of the Obligations each in
form and substance satisfactory to Agent.

     

    “Commitment” means, as
to each Lender, its obligation to (a) make Committed Loans to Borrower pursuant
to Section
2.01, (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Lender’s name
on Schedule
2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement.

     

    “Committed Borrowing”
means a borrowing consisting of simultaneous Committed Loans made by each of the
Lenders pursuant to Section
2.01.

     

    “Committed Loan” has
the meaning specified in Section
2.01.

     

    “Committed Loan
Notice” means a notice of a Committed Borrowing pursuant to Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit
A.

     

    “Compliance
Certificate” means a certificate substantially in the form of Exhibit
D.

     

    “Consolidated Asset Coverage
Ratio” means
for any date of determination, the ratio of (a) gross billed and unbilled
Accounts of the Borrower and its Subsidiaries on a consolidated basis to (b)
Total Outstandings.



    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    “Consolidated Cash
Flow” means for any period, for the Borrower and its Subsidiaries, on a
consolidated basis, without duplication, (a) net income, after income tax, for
such period (b) less income or plus loss from
discontinued operations and extraordinary items for such period, (c) plus depreciation,
depletion, amortization, impairment of goodwill, write-down of intangibles, the
amortization and expensing of non-cash stock based compensation and other
non-cash charges for such period which will not represent a cash item in any
future period, (d) plus interest expense
on all obligations for such period, (e) plus rental expense
for such period, (f) plus, for any period
of measurement which includes the fiscal quarter ended December 31, 2009, the
$1,500,000 representing the contingency loss incurred by the Borrower related to
the settlement of all claims against the Borrower and the Guarantor in
connection with that certain litigation known as Maximus, Inc. vs. Advanced
Technology Systems, Inc. filed in the Connecticut Superior Court,
Hartford District, minus dividends,
withdrawals and other distributions for such period, (g) minus any unfinanced
capital expenditures for such period, and (h) minus earn-out
payments payable for such period.  Amounts included in the calculation
of Consolidated Cash Flow under clause (b) above for losses from discontinued
operations and extraordinary items and clause (c) above for other non-cash
charges shall be subject to the approval of such items by the Administrative
Agent.

     

    “Consolidated EBITDA”
means for any period, for the Borrower and its Subsidiaries, on a consolidated
basis, (a) net income for such period, (b) less income or plus loss from
discontinued operations and extraordinary items for such period, (c) plus income taxes for
such period, (d) plus interest expense
for such period, (e) plus depreciation,
depletion, amortization, impairment of good will, write-down of intangibles, the
amortization and expensing of non-cash stock based compensation and other
non-cash charges for such period which will not represent a cash item in any
future period,  and (f) plus, for any period
of measurement which includes the fiscal quarter ended December 31, 2009, the
$1,500,000 representing the contingency loss incurred by the Borrower related to
the settlement of all claims against the Borrower and the Guarantor in
connection with that certain litigation known as Maximus, Inc. vs. Advanced
Technology Systems, Inc. filed in the Connecticut Superior Court,
Hartford District.  Amounts included in the calculation of
Consolidated EBITDA under clause (b) above for losses from discontinued
operations and extraordinary items and clause (e) above for other non-cash
charges shall be subject to the approval of such items by the Administrative
Agent.

     

    “Consolidated Fixed
Charges” means for any period, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of, without duplication, (a) interest expense for
such period, (b) all required payments of principal of Indebtedness for such
period (excluding any payments of principal with respect to any Loan), (c) the
current portion of capitalized lease obligations for such period, and (d) rental
expense for such period.

     

    “Consolidated Fixed Charge
Coverage Ratio” means for any date of determination the ratio of (a)
Consolidated Cash Flow for the specified period ending immediately prior to such
date of determination to (b) Consolidated Fixed Charges for such
period.

     

    “Consolidated Leverage
Ratio” means for any date of determination, the ratio of (a) Consolidated
Total Funded Debt determined as of the last day of such period to (b)
Consolidated EBITDA for such period.

     

    “Consolidated Total Funded
Debt” means for any date of determination, for the Borrower and its
Subsidiaries on a consolidated basis, all outstanding liabilities for borrowed
money (both current and long term) and other interest-bearing
liabilities.

     

    “Contractual
Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


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

     

    “Cost of Acquisition”
means, with respect to any Acquisition, as at the date of entering into any
agreement therefor, the difference between (1) the sum of the following (without
duplication):  (a) the value of the capital stock, warrants or options
to acquire capital stock of the Borrower or any Subsidiary to be transferred in
connection therewith, (b) the amount of any cash and fair market value of other
property (excluding property described in clause (a) and the
unpaid principal amount of any debt instrument) given as consideration, (c) the
amount (determined by using the face amount or the amount payable at maturity,
whichever is greater) of any Indebtedness incurred, assumed, acquired or repaid
by any Borrower or any Subsidiary in connection with such Acquisition, (d) all
additional purchase price amounts in the form of earnouts and other contingent
obligations that should be recorded on the balance sheet of the Borrower and its
Subsidiaries in accordance with GAAP, (e) all amounts paid in respect of
covenants not to compete, consulting agreements that should be recorded on
financial statements of the Borrower and its Subsidiaries in accordance with
GAAP, (f) the aggregate fair market value of all other consideration given by
the Borrower or any Subsidiary in connection with such Acquisition, and (g)
out-of-pocket transaction costs for the services and expenses of attorneys,
accountants and other consultants incurred in effecting such transaction, and
other similar transaction costs so incurred and capitalized in accordance with
GAAP; and (2) the net cash proceeds received as a result of such
Acquisition.  For purposes of determining the Cost of Acquisition for any
transaction, the capital stock of any Person shall be valued (i) in the case of
capital stock that is then designated as a national market system security by
the National Association of Securities Dealers, Inc. (“NASDAQ”) or is listed
on a national securities exchange, the average of the last reported bid and ask
quotations or the last prices reported thereon, and (ii) with respect to any
other shares of capital stock, as determined by the Board of Directors of the
Borrower and, if requested by the Administrative Agent, determined to be a
reasonable valuation by the independent public accountants referred to in Section
6.01(a).

     

    “Credit Extension”
means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.

     

    “Debtor Relief Laws”
means the Bankruptcy Code of the United States, 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, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.

     

    “Default Rate” means
(a) when used with respect to Obligations other than L/C Fees an interest rate
equal to (i) the LIBOR Monthly Floating Rate plus (ii) the
Applicable Rate based on Pricing Level 4 plus (iii) 2% per
annum, and (b) when used with respect to L/C Fees, a rate equal to the
Applicable Rate plus 2% per annum.


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    “Defaulting Lender”
means, subject to Section 2.16(b), any
Lender that, as determined by the Administrative Agent, (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 Swing
Line Loans, within three Business Days of the date required to be funded by it
hereunder,  (b) has notified the Borrower, or the Administrative Agent
or any Lender that it does not intend to comply with its funding obligations or
has made a public statement 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, to confirm in a manner satisfactory to the Administrative
Agent that it will comply with its funding obligations, 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.

     

    “Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.

     

    “Dollar” and “$” mean lawful money
of the United States.

     

    “Domestic Subsidiary”
means any Subsidiary that is organized under any political subdivision of the
United States.

     

    “Eligible Assignee”
means any Person that meets the requirements to be an assignee under Section
10.06(b)(iii), (v) and (vi) (subject to such
consents, if any, as may be required under Section
10.06(b)(iii)).

     

    “Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation
of any Environmental Law, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Equity Interests”
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974.

     

    “ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of the Code (and
Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code).

     

    “ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Borrower or any ERISA Affiliate from a Pension 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; (c) a complete or partial
withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Plan amendment as a
termination under Section 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the imposition of any liability under Title
IV of ERISA, other than for PBGC premiums due but not delinquent under Section
4007 of ERISA, upon the Borrower or any ERISA Affiliate.

     

    “Eurodollar Reserve
Percentage” means, for any day, the reserve percentage (expressed as a
decimal, carried out to five decimal places) in effect on such day, whether or
not applicable to any Lender, under regulations issued from time to time by the
FRB for determining the maximum reserve requirement (including any emergency,
supplemental or other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”).  The
LIBOR Monthly Floating Rate for each outstanding Loan shall be adjusted
automatically as of the effective date of any change in the Eurodollar Reserve
Percentage.

     

    “Event of Default” has
the meaning specified in Section
8.01.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Excluded Property”
means (i) any owned or leased real property (ii) any owned or leased personal
property which is located outside of the United States, (iii) any personal
property (including, without limitation, motor vehicles) in respect of which
perfection of a Lien is not either (a) governed by the Uniform Commercial Code
or (b) effected by appropriate evidence of the Lien being filed in any of the
United States Copyright Office, the United States Patent and Trademark Office,
the Canadian Copyright Office and the Canadian Patent and Trademark Office, (iv)
any property subject to a Permitted Lien if the documents governing such Lien or
the Indebtedness secured thereby prohibit the Loan Party owning such property
from granting any other Liens in such property, (v) any lease, license or other
contract or any rights thereunder if the grant of a security interest in such
lease, license, contract or rights is prohibited by the terms of such lease,
license or contract or by applicable law and would result in the termination of
such lease, license or contract, but only to the extent that any such
prohibition is not rendered ineffective pursuant to the Uniform Commercial Code
or any other applicable law (including Debtor Relief Laws), and (vi) any
Internet domain name owned or held by any Loan Party in trust or otherwise for
the beneficial ownership of a third party.

     

    “Excluded Taxes”
means, with respect to Agent, any Lender, the L/C Issuer or any other recipient
of any payment to be made by or on account of any obligation of the Borrower
hereunder, (a) taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes),
by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located
or, in the case of any Lender, in which its applicable Lending Office is
located, and (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is
located.

     

    “Existing Credit
Agreement” means that certain Loan Agreement dated February 1, 2007
between Advance Technology Systems, Inc. and Bank of America.

     

    “Facility Termination
Date” means the date as of which all of the following shall have
occurred:  (a) the Aggregate Commitments have terminated, (b) all
Obligations have been paid in full (other than (x) contingent indemnification
obligations and (y) obligations and liabilities under Secured Cash Management
Agreements and Secured Hedge Agreements as to which arrangements satisfactory to
the applicable Cash Management Bank or Hedge Bank have been made), and (c) all
Letters of Credit have terminated or expired (other than Letters of Credit as to
which other arrangements with respect thereto satisfactory to the Administrative
Agent and the L/C Issuer shall have been made).

     

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

     

    “Fee Letter” means
that certain Fee Letter dated as of June 1, 2010 among the Borrower and Bank of
America.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “Fronting Exposure”
means, at any time there is a Defaulting Lender, (a) with respect to the L/C
Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C
Obligations other than L/C 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
Swing Line Lender, such Defaulting Lender’s Applicable Percentage of Swing Line
Loans other than Swing Line 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.

     

    “Foreign Subsidiary”
means any Subsidiary organized under the laws of a political subdivision outside
of the United States.

     

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

     

    “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

     

    “Governmental
Authority” means the government of the United States or  any
other nation, or of 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” means, as
to any Person, (a) any obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation payable or performable by another Person (the “primary
obligor”) in any manner, whether directly or indirectly, and including any
obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of
the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien).  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 Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee” as a verb has a corresponding
meaning.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    “Guarantor” means (i)
each direct and indirect Domestic Subsidiary of the Borrower (whether now
existing or hereafter created or acquired), and (ii) each direct and indirect
Foreign Subsidiary of the Borrower (whether now existing or hereafter created or
acquired) required by the Required Lenders to become a “Guarantor.”

     

    “Guaranty” means the
Guaranty dated as the date hereof (including any Guaranty Joinder Agreement with
respect thereto) made by each Guarantor (whether by joinder or otherwise) in
favor of Agent and the Lenders, in form and substance satisfactory to Agent (as
amended, restated, supplemented or otherwise modified from time to
time).

     

    “Guaranty Joinder
Agreement” means a joinder agreement in the form of Exhibit A to the
Guaranty.

     

    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
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.

     

    “Hedge Bank” means any
Person that, at the time it enters into a Secured Hedge Agreement, is a Lender
or an Affiliate of a Lender, in its capacity as a party to such Secured Hedge
Agreement.

     

    “Indebtedness” means,
as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

     

    (a)           all
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;

     

    (b)           all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments;

     

    (c)           net
obligations of such Person under any Swap Contract;

     

    (d)        
  all obligations of such Person to pay the deferred purchase price of
property or services (other than trade accounts payable in the ordinary course
of business and, in each case, not past due for more than 60 days after the date
on which such trade account became due and payable);

     

    (e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse, but excluding
indebtedness arising under customary reservations or retentions of title in
agreements with suppliers entered into in the ordinary course of
business;


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    (f)           capital
leases and Synthetic Lease Obligations;

     

    (g)          all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and
unpaid dividends, in each case only to the extent due prior to the Maturity
Date; and

     

    (h)          all
Guarantees of such Person in respect of any of the foregoing.

     

    For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person.  The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.  The amount of any capital lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Indemnitees” has the
meaning specified in Section
10.04(b).

     

    “Information” has the
meaning specified in Section
10.07.

     

    “Internal Control
Event” means a material weakness in, or fraud that involves management or
other employees who have a significant role in, the Borrower’s internal controls
over financial reporting, in each case as described in the Securities
Laws.

     

    “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 capital stock or
other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt 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 and any arrangement
pursuant to which the investor Guarantees Indebtedness of such other Person, or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business
unit.  For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

     

    “IRS” means the United
States Internal Revenue Service.

     

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


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    

      “Issuer Documents”
means with respect to any Letter of Credit, the L/C Application, and any other
document, agreement and instrument entered into by the L/C Issuer and the
Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such
Letter of Credit.

       

      “Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

       

      “L/C Advance” means,
with respect to each Lender, such Lender’s funding of its participation in any
L/C Borrowing in accordance with its Applicable Percentage.

       

      “L/C Application”
means an application and agreement for the issuance or amendment of a Letter of
Credit in the form from time to time in use by the L/C Issuer.

       

      “L/C Borrowing” means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made or refinanced as a Committed
Borrowing.

       

      “L/C Credit Extension”
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.

       

      “L/C Expiration Date”
means the day that is seven (7) days prior to the Maturity Date then in effect
(or, if such day is not a Business Day, the next preceding Business
Day).

       

      “L/C Fee” has the
meaning specified in Section
2.03(h).

       

      “L/C Issuer” means
Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder.

       

      “L/C Obligations”
means, as at any date of determination, the aggregate
amount  available to be drawn under all outstanding Letters of Credit
plus the
aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section
1.07.  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 ISP,
such Letter of Credit shall be deemed to be “outstanding” in the amount so
remaining available to be drawn.

       

      “L/C Sublimit” means
an amount equal to $5,000,000.  The L/C Sublimit is part of, and not
in addition to, the Aggregate Commitments.

       

      “Lender” has the
meaning specified in the introductory paragraph hereto and, as the context
requires, includes Swing Line Lender.


      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      “Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the
Agent.

       

      “Letter of Credit”
means any standby letter of credit issued hereunder.

       

      “LIBOR Monthly Floating
Rate” means a rate per annum determined by the Administrative Agent
pursuant to the following formula:

       

      
        	
                LIBOR
      Monthly Floating Rate

              	
                =

              	
                LIBOR
      Monthly Floating Base Rate

              
	
                1.00
      – Eurodollar Reserve Percentage

              


      

      


      Where,

       

      “LIBOR Monthly Floating Base
Rate” means, for all Loans, on each day any such Loan is outstanding, the
fluctuating rate of interest (rounded upwards, as necessary, to the nearest
1/100 of 1%) equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two (2) Business Days prior to
the most recent Interest Rate Change Date, for Dollar deposits (for delivery on
such Interest Rate Change Date) with a term of one month, as adjusted from time
to time in the Administrative Agent’s sole discretion for changes in deposit
insurance requirements  and other regulatory costs.  If such
rate is not available at such time for any reason, then the “LIBOR Monthly
Floating Base Rate” shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery in same day funds
in the approximate amount of the Loans outstanding with a term equivalent to a
one-month would be offered by Bank of America’s London Branch to major banks in
the London interbank eurodollar market at their request at approximately 11:00
a.m. (London time), on each day any such Loan is outstanding.  As used
in this definition, “Interest Rate Change
Date” means the first day of each month; provided, however, that if such
date is not a Business Day, then the “Interest Rate Change Date” shall be the
next succeeding Business Day.

       

      “Lien” means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic
effect as any of the foregoing).

       

      “Loan” means an
extension of credit by a Lender to the Borrower under Article II in the
form of a Committed Loan or a Swing Line Loan.

       

      “Loan Documents” means
this Agreement, each Note, each Issuer Document, the Fee Letter, any Autoborrow Agreement, the Guaranty, each
Collateral Document, and any agreement creating or perfecting rights in Cash
Collateral pursuant to the provisions of Section 2.15 of this
Agreement.


      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      “Loan Parties” means,
collectively, the Borrower and each other Person (other than Agent, the L/C
Issuer, Swing Line Lender, or any Lender) executing a Loan Document, including,
without limitation, each Guarantor and each Person executing a Collateral
Document.

       

      “Material Adverse
Effect” means (a) a material adverse change in, or a material adverse
effect upon, the operations, business, properties, liabilities (actual or
contingent), condition (financial or otherwise) or prospects of the Borrower and
its Subsidiaries taken as a whole; (b) a material impairment of the ability of
any Loan Party to perform its obligations under any Loan Document to which it is
a party; or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against any Loan Party of any Loan Document to which it
is a party.

       

      “Maturity Date” means
June 4, 2013; provided, however, that if such
date is not a Business Day, the Maturity Date shall be the next preceding
Business Day.

       

      “Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3) of
ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.

       

      “Net Cash Proceeds”
means with respect to the sale of any Equity Interests by the Borrower or any of
its Subsidiaries, or the exercise or conversion of any warrants, options or
rights with respect to such Equity Interests, the excess of (i) the sum of the
cash and cash equivalents received in connection therewith over (ii) the
underwriting discounts and commissions, and other out-of-pocket expenses,
incurred by such Person in connection therewith.

       

      “Note” means an
amended and restated promissory note made by the Borrower in favor of each
Lender evidencing Loans made by such Lender under this Agreement, substantially
in the form of Exhibit
C.

       

      “NSS” means Number Six
Software, Inc., a Delaware corporation.

      


      “NSS Merger” the
Borrower’s acquisition of all of the outstanding Equity Interests of NSS, by
means of a merger of ATS NSS Acquisition, Inc., a Delaware corporation, with and
into NSS, pursuant to the NSS Merger Agreement.

       

      “NSS Merger Agreement”
means that certain Agreement and Plan of Merger and Reorganization dated as of
October 12, 2007, among the Borrower, the Merger Sub, Blue Water Venture Fund
III, LLC, Bakke Enterprises L.L.C., the estate of Brian Lyons, Dennis Leggett
and Ralph Alexander, in his individual capacity and in his capacity as the
Stockholders’ Representative (as defined therein).


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      “Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties any
Loan Party arising under any Loan Document or otherwise with respect to any Loan
or Letter of Credit, any Secured Cash Management Agreement, or any Secured Hedge
Agreement, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including interest and fees that accrue after the commencement by or against
any Loan Party or any Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding, regardless of
whether such interest and fees are allowed claims in such
proceeding.

       

      “Ordinary Dividends”
means cash dividends paid to the holders of capital stock of the Borrower in the
ordinary course of business.

       

      “Organization
Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable
constitutive documents with respect to any non-U.S. jurisdiction); (b) with
respect to any limited liability company, the certificate or articles of
formation or organization and operating agreement; and (c) with respect to any
partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

       

      “Other Taxes” means
all present or future stamp, intangible or documentary taxes or any other excise
or property taxes, charges or similar levies arising from any payment made
hereunder or under any other Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document.

       

      “Outstanding Amount”
means (i) with respect to Committed Loans and Swing Line Loans on any date, the
aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of Committed Loans and Swing Line
Loans, as the case may be, occurring on such date; and (ii) with respect to any
L/C Obligations on any date, the amount of such L/C Obligations on such date
after giving effect to any L/C Credit Extension occurring on such date and any
other changes in the aggregate amount of the L/C Obligations as of such date,
including as a result of any reimbursements by the Borrower of Unreimbursed
Amounts.

       

      “Participant” has the
meaning specified in Section
10.06(d).

       

      “PCAOB” means the
Public Company Accounting Oversight Board.

       

      “PBGC” means the
Pension Benefit Guaranty Corporation.

       

      “Pension Plan” means
any “employee pension benefit plan” (as such term is defined in Section 3(2) of
ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA
and is sponsored or maintained by the Borrower or any ERISA Affiliate or to
which the Borrower or any ERISA Affiliate contributes or has an obligation to
contribute, or in the case of a multiple employer or other plan described in
Section 4064(a) of ERISA, has made contributions at any time during the
immediately preceding five plan years.


      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      “Permitted
Acquisitions” has the meaning given thereto in Section
7.07.

       

      “Permitted Liens” has
the meaning given thereto in Section
7.01.

       

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

       

      “Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by Borrower or, with respect to any such plan that is subject to
Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate.

       

      “Platform” has the
meaning specified in Section
6.02.

       

      “Pledge Agreement”
means that certain Securities Pledge Agreement dated of even date herewith (and
each Pledge Joinder Agreement with respect thereto) among the Borrower and each
other Person party thereto (whether by execution of a Pledge Joinder Agreement
or otherwise) and the Administrative Agent (as amended, restated, supplemented
or otherwise modified from time to time).

       

      “Pledge Joinder
Agreement” means a joinder agreement in the form of Exhibit A to the
Pledge Agreement.

       

      “Prime Rate” means,
for any day, the rate of interest in effect for such day as publicly announced
from time to time by the Administrative Agent as its “prime
rate”.  The “prime rate” is a rate set by the Administrative Agent
based upon various factors including the Administrative Agent’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, and may not be its lowest rate
offered.  Any change in such rate announced by the Administrative
Agent shall take effect at the opening of business on the day specified in the
public announcement of such change.

       

      “Register” has the
meaning specified in Section
10.06(c).

       

      “Registered Public Accounting
Firm” has the meaning specified in the Securities Laws and shall be
independent of the Borrower as prescribed by the Securities Laws.

       

      “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.

       

      “Request for Credit
Extension” means (a) with respect to a Borrowing of Committed Loans, a
Committed Loan Notice, (b) with respect to an L/C Credit Extension, an L/C
Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan
Notice.

       

      “Required Lenders”
means, as of any date of determination, Lenders having more than 50% of the
Aggregate Commitments or, if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated
pursuant to Section
8.02, Lenders holding in the aggregate more than 50% of the Total
Outstandings (with the aggregate amount of each Lender’s risk participation and
funded participation in L/C Obligations and Swing Line Loans being deemed “held”
by such Lender for purposes of this definition); provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.


      
        
           


        

        
          19

          
            

          

        

        
           


        

      

       

      “Responsible Officer”
means the chief executive officer, president, chief financial officer, treasurer
and, solely for purposes of notices given pursuant to Article II, any other
office or employee of the applicable Loan Party so designated by any of the
foregoing officers in a notice to Agent.  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 capital stock or other Equity Interest of the
Borrower or any Guarantor, 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 such capital stock or other Equity Interest or on account of any return of
capital to the Borrower’s or Guarantor’s stockholders, partners or members (or
the equivalent Person thereof).

       

      “Sarbanes-Oxley” means
the Sarbanes-Oxley Act of 2002.

       

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

       

      “Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
PCAOB.

       

      “Secured Cash Management
Agreement” means any Cash Management Agreement that is entered into by
and between the Borrower and any Cash Management Bank.

      


      “Secured Hedge
Agreement” means any Swap Contract that is entered into by and between
the Borrower and any Hedge Bank.

      


      “Security Agreement”
means that certain Security Agreement dated of even date herewith (and each
Security Agreement Joinder Agreement with respect thereto) among the Borrower
and each Subsidiary of the Borrower party thereto (whether by execution of a
Pledge Joinder Agreement or otherwise) and the Administrative Agent (as amended,
restated, supplemented or otherwise modified from time to time).

       

      “Security Agreement Joinder
Agreement” means a joinder agreement in the form of Exhibit A to the
Security Agreement.

       

      “Subordinated Seller
Notes” means, collectively, the promissory notes issued to holders of
Equity Interests in NSS in connection with the NSS Merger in an aggregate
principal amount outstanding on the Closing Date of $916,686.50 which promissory
notes contain terms and conditions satisfactory to the Administrative Agent,
including, without limitation, terms and conditions relating to interest
payments, repayment of principal and subordination of the Indebtedness evidenced
thereby to the Obligations.


      
        
           


        

        
          20

          
            

          

        

        
           


        

      

       

      “Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless
otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower.

       

      “Swap Contract” means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master
Agreement.

       

      “Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (a) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

       

      “Swing Line” means the
revolving credit facility made available by Swing Line Lender pursuant to Section
2.04.

       

      “Swing Line Borrowing”
means a borrowing of a Swing Line Loan pursuant to Section
2.04.

       

      “Swing Line Lender”
means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.


      
        
           


        

        
          21

          
            

          

        

        
           


        

      

       

      “Swing Line Loan” has
the meaning specified in Section
2.04(a).

       

      “Swing Line Loan
Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b),
which, if in writing, shall be substantially in the form of Exhibit
B.

       

      “Swing Line Sublimit”
means an amount equal to the lesser of (a) $5,000,000 and (b) the Aggregate
Commitments.  The Swing Line Sublimit is part of (although
uncommitted), and not in addition to, the Aggregate Commitments.

       

      “Synthetic Lease
Obligation” means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

       

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

       

      “Threshold Amount”
means $1,000,000.

       

      “Total Outstandings”
means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.

       

      “Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

       

      “United States” and
“U.S.” mean the
United States of America.

       

      “Unreimbursed Amount”
has the meaning specified in Section
2.03(c)(i).

       

      1.03   
   Other
Interpretive Provisions.  With reference to this Agreement and
each other Loan Document, unless otherwise specified herein or in such other
Loan Document:

       

      (a)           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 or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person’s successors and assigns, (iii) the words
“herein,”
“hereof” and
“hereunder,”
and words of similar import when used in any Loan Document, shall be construed
to refer to such Loan Document in its entirety and not to any particular
provision thereof, (iv) all references in a Loan Document to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references
appear, (v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending, replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time,
and (vi) 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.


      
        
           


        

        
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      (b)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;”
the words “to”
and “until”
each mean “to but
excluding;” and the word “through” means “to and
including.”

       

      (c)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.

       

      1.04     
 Accounting
Terms.  (a)  Generally. All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein.

       

      (b)           Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request,
Agent, Lenders 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 in GAAP (subject to the approval of the Required Lenders); provided that, 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 Agent and 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 in GAAP.

       

      (c)           Consolidation of Variable
Interest Entities.  All references herein to consolidated
financial statements of the Borrower and its Subsidiaries or to the
determination of any amount for the Borrower and its Subsidiaries on a
consolidated basis or any similar reference shall, in each case, be deemed to
include each variable interest entity that the Borrower is required to
consolidate pursuant to ASC Codification Topic 810 as if such variable interest
entity were a Subsidiary as defined herein.

       

      (d)           Consolidated
Subsidiaries.  The phrase “the Borrower and its Subsidiaries”
when used herein with respect to references to financial statements or financial
covenant calculations and related definitions, shall mean only the Borrower and
its majority-owned direct and indirect Subsidiaries that are consolidated with
the Borrower for financial accounting purposes in conformity with
GAAP.

       


      
        
           


        

        
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      1.05    
  Rounding.  Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).

       

      1.06      
 Times of
Day.  Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or
standard, as applicable).

       

      1.07    
   Letter of
Credit Amounts.  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, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
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 and provided further, that the
amount of a Letter of Credit shall not include any portion of the face amount of
such Letter of  Credit that has been permanently reduced.

       

      1.08   
   Covenant
Adjustments.

       

      (a)           Covenant Acquisition
Adjustment.  Except as otherwise expressly provided herein, for
purposes of calculating the financial covenants in Sections 6.12(a),
(b), and (c) for any period
(or a portion of a period) that includes the date of the consummation of any
Permitted Acquisition, references to “the Borrower and its Subsidiaries” shall
include each acquired Person, or lines of business, as applicable, and the
“EBITDA” and “Cash Flow” of such acquired Person or line of business (such
EBITDA or Cash Flow to be formulated on the basis of the definition of
Consolidated EBITDA and Consolidated Cash Flow, respectively, set forth herein),
as if the Acquisition had been consummated on the first day of any such period
of measurement.

       

      (b)           Covenant Disposition
Adjustment.  Except as otherwise expressly provided herein, for
purposes of calculating the financial covenants in Sections 6.12(a),
(b), and (c) for any period
(or a portion of a period) that includes the date of any Disposition of a
Subsidiary or line of business, as applicable, Consolidated EBITDA and
Consolidated Cash Flow shall be determined on a historical pro forma basis to
exclude the results of operations of such Subsidiary or line of business, as
applicable, so disposed.

       

      
        ARTICLE
II.  THE
COMMITMENTS AND CREDIT EXTENSIONS

      


      2.01  
    Committed
Loans.  Subject to the terms and conditions set forth herein,
each Lender severally agrees to make loans (each such loan, a “Committed Loan”) to
the Borrower from time to time, on any Business Day during the Availability
Period, in an aggregate amount not to exceed at any time outstanding the amount
of such Lender’s Commitment; provided, however, that after
giving effect to any Committed Borrowing, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment.  Within the limits of each
Lender’s Commitment, and subject to the other terms and conditions hereof,
Borrower may borrow under this Section 2.01, prepay
under Section
2.05, and reborrow under this Section
2.01.

       

      
        
          
          

        

        
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      2.02   
   Borrowings.  (a)  Each
Committed Borrowing shall be made upon the Borrower’s irrevocable notice to
Agent, which may be given by telephone.  Each such notice must be
received by Agent not later than 11:00 a.m. on the requested date of such
Borrowing. Each
telephonic notice by the Borrower pursuant to this Section 2.02(a) must
be confirmed promptly by delivery to Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Each Borrowing of Committed Loans shall be in a
minimum  principal amount of $500,000 or a whole multiple of $100,000
in excess thereof.  Each Committed Loan Notice (whether telephonic or
written) shall specify (i) the requested date of the Committed Borrowing (which
shall be a Business Day) and (ii) the principal amount of Committed Loans to be
borrowed

       

      (b)           Following
receipt of a Committed Loan Notice, Agent shall promptly notify each Lender of
the amount of its Applicable Percentage of the applicable Committed
Loans.  Each Lender shall make the amount of its Committed Loan
available to Agent in immediately available funds at Administrative Agent’s
Office not later than 1:00 p.m. on the Business Day specified in the applicable
Committed Loan Notice.  Upon satisfaction of the applicable conditions
set forth in Section
4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), Agent
shall make all funds so received available to Borrower in like funds as received
by Agent either by (i) crediting the account of Borrower on the books of Bank of
America with the amount of such funds or (ii) wire transfer of such funds, in
each case in accordance with instructions provided to (and reasonably acceptable
to) Agent by Borrower; provided, however, that if, on
the date the Committed Loan Notice with respect to such Borrowing is given by
Borrower, there are L/C Borrowings outstanding, then the proceeds of such
Borrowing first, shall be
applied, to the payment in full of any such L/C Borrowings, and second, shall be made
available to Borrower as provided above.

       

      2.03     
  Letters of
Credit.

       

      (a)           The Letter of Credit
Commitment.


      (i)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the other Lenders set forth in this Section 2.03, (1)
from time to time on any Business Day during the period from the Closing Date
until the L/C Expiration Date, to issue Letters of Credit for the account of the
Borrower, and to amend or extend Letters of Credit previously issued by it, in
accordance with subsection (b) below, and (2) to honor drawings under the
Letters of Credit; and (B) the Lenders severally agree to participate in Letters
of Credit issued for the account of the Borrower and any drawings thereunder;
provided that
after giving effect to any L/C Credit Extension with respect to any Letter of
Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments,
(y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment, or (z) the Outstanding Amount of the L/C
Obligations shall not exceed the L/C Sublimit.  Each request by the
Borrower for the issuance or amendment of a Letter of Credit shall be deemed to
be a representation by the Borrower that the L/C Credit Extension so requested
complies with the conditions set forth in the proviso to the preceding
sentence.  Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be
fully revolving, and accordingly the Borrower may, during the foregoing period,
obtain Letters of Credit to replace Letters of Credit that have expired or that
have been drawn upon and reimbursed.

       

      
        
          
          

        

        
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      (ii)          The
L/C Issuer shall not issue any Letter of Credit, if:

       

      (A)           subject
to Section
2.03(b)(iv), the expiry date of such requested Letter of Credit would
occur more than twelve months after the date of issuance or last extension,
unless the Required Lenders have approved such expiry date; or

       

      (B)           the
expiry date of such requested Letter of Credit would occur after the L/C
Expiration Date, unless all the Lenders have approved such expiry
date.

       

      (iii)        
 The L/C Issuer shall be under no obligation to issue any Letter of Credit
if:

       

      (A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer in good
faith deems material to it;

       

      (B)           the
issuance of such Letter of Credit would violate one or more written policies of
the L/C Issuer applicable to letters of credit generally;

       

      (C)           except
as otherwise agreed by Agent and the L/C Issuer, such Letter of Credit is in an
initial stated amount less than $100,000;

       

      (D)           such
Letter of Credit is to be denominated in a currency other than
Dollars;


      
        
           


        

        
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      (E)           any
Lender is at that time a Defaulting Lender, unless the L/C Issuer has entered
into arrangements, including the delivery of Cash Collateral, satisfactory to
the L/C Issuer (in its sole discretion) with the Borrower or such Lender to
eliminate the L/C Issuer’s actual or potential Fronting Exposure (after giving
effect to Section
2.16(a)(iv)) with respect to the Defaulting Lender arising from either
the Letter of Credit then proposed to be issued or that Letter of Credit and all
other L/C Obligations as to which the L/C Issuer has actual or potential
Fronting Exposure, as it may elect in its sole discretion; or

       

      (F)           unless
specifically provided for in this Agreement, such Letter of Credit contains any
provisions for automatic reinstatement of the stated amount after any drawing
thereunder.

       

      (iv)         The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.

       

      (v)          The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the
L/C Issuer would have no obligation at such time to issue such Letter of Credit
in its amended form under the terms hereof, or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of
Credit.

       

      (vi)         The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all of the benefits and immunities (A) provided to Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term
“Administrative Agent” or “Agent” as used in Article IX included
the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.

       

      (b)          Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

       

      (i)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to Agent) in
the form of a L/C Application, appropriately completed and signed by a
Responsible Officer of the Borrower.  Such L/C Application must be
received by the L/C Issuer and Agent not later than 11:00 a.m. at least two
Business Days (or such later date and time as Agent and the L/C Issuer may agree
in a particular instance in their sole discretion) prior to the proposed
issuance date or date of amendment, as the case may be.  In the case
of a request for an initial issuance of a Letter of Credit, such L/C Application
shall specify in form and detail satisfactory to the L/C Issuer: (A) the
proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents to be presented by
such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the L/C Issuer may
require.  In the case of a request for an amendment of any outstanding
Letter of Credit, such L/C Application shall specify in form and detail
satisfactory to the L/C Issuer (A) the Letter of Credit to be amended; (B) the
proposed date of amendment thereof (which shall be a Business Day); (C) the
nature of the proposed amendment; and (D) such other matters as the L/C Issuer
may require.  Additionally, Borrower shall furnish to the L/C Issuer
and Agent such other documents and information pertaining to such requested
Letter of Credit issuance or amendment, including any Issuer Documents, as the
L/C Issuer or Agent may require.

       

      
        
           


        

        
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      (ii)           Promptly
after receipt of any L/C Application at the address set forth in Section 10.02 for
receiving L/C Applications and related correspondence, the L/C Issuer will
confirm with Agent (by telephone or in writing) that Agent has received a copy
of such L/C Application from the Borrower and, if not, the L/C Issuer will
provide Agent with a copy thereof.  Unless the L/C Issuer has received
written notice from any Lender, Agent or any Loan Party, at least one Business
Day prior to the requested date of issuance or amendment of the applicable
Letter of Credit, that one or more applicable conditions in Article IV shall not
then be satisfied, then, subject to the terms and conditions hereof, the L/C
Issuer shall, on the requested date, issue a Letter of Credit for the account of
the Borrower or enter into the applicable amendment, as the case may be, in each
case in accordance with the L/C Issuer’s usual and customary business
practices.  Immediately upon the issuance of each Letter of Credit,
each Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the L/C Issuer a risk participation in such Letter of
Credit in an amount equal to the product of such Lender’s Applicable Percentage
times the
amount of such Letter of Credit.

       

      (iii)           Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the Borrower and Agent a true and complete
copy of such Letter of Credit or amendment.

       

      (iv)           If
the Borrower so requests in any applicable L/C Application, the L/C Issuer may,
in its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an “Auto-Extension Letter of
Credit”); provided that any such Auto-Extension Letter of Credit must
permit the L/C Issuer to prevent any such extension at least once in each
twelve-month period (commencing with the date of issuance of such Letter of
Credit) by giving prior notice to the beneficiary thereof not later than a day
(the “Non-Extension
Notice Date”) in each such twelve-month period to be agreed upon at the
time such Letter of Credit is issued.  Unless otherwise directed by
the L/C Issuer, the Borrower shall not be required to make a specific request to
the L/C Issuer for any such extension.  Once an Auto-Extension Letter
of Credit has been issued, the Lenders shall be deemed to have authorized (but
may not require) the L/C Issuer to permit the extension of such Letter of Credit
at any time to an expiry date not later than the L/C Expiration Date; provided,
however, that the L/C Issuer shall not permit any such extension if (A) the L/C
Issuer has determined that it would not be permitted, or would have no
obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of clause (ii) or
(iii) of Section
2.03(a) or otherwise), or (B) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before
the Non-Extension Notice Date (1) from Agent that the Required Lenders have
elected not to permit such extension or (2) from Agent, any Lender or the
Borrower that one or more of the applicable conditions specified in Section 4.02 is not
then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.


      
        
           


        

        
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      (v)           If
the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that permits the automatic reinstatement of all or a portion of the
stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of
Credit”).  Unless otherwise directed by the L/C Issuer, the
Borrower shall not be required to make a specific request to the L/C Issuer to
permit such reinstatement.  Once an Auto-Reinstatement Letter of
Credit has been issued, except as provided in the following sentence, the
Lenders shall be deemed to have authorized (but may not require) the L/C Issuer
to reinstate all or a portion of the stated amount thereof in accordance with
the provisions of such Letter of Credit.  Notwithstanding the
foregoing, if such Auto-Reinstatement Letter of Credit permits the L/C Issuer to
decline to reinstate all or any portion of the stated amount thereof after a
drawing thereunder by giving notice of such non-reinstatement within a specified
number of days after such drawing (the “Non-Reinstatement
Deadline”), the L/C Issuer shall not permit such reinstatement if it has
received a notice (which may be by telephone or in writing) on or before the day
that is five Business Days before the Non-Reinstatement Deadline (A) from Agent
that the Required Lenders have elected not to permit such reinstatement or (B)
from Agent, any Lender or the Borrower that one or more of the applicable
conditions specified in Section 4.02 is not
then satisfied (treating such reinstatement as an L/C Credit Extension for
purposes of this clause) and, in each case, directing the L/C Issuer not to
permit such reinstatement.

       

      (c)          Drawings and Reimbursements;
Funding of Participations.

       

      (i)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the L/C Issuer shall notify the Borrower and Agent
thereof.  Not later than 11:00 a.m. on the date of any payment by the
L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), the
Borrower shall reimburse the L/C Issuer through Agent in an amount equal to the
amount of such drawing.  If the Borrower fail to so reimburse the L/C
Issuer by such time, Agent shall promptly notify each Lender of the Honor Date,
the amount of the unreimbursed drawing (the “Unreimbursed
Amount”), and the amount of such Lender’s Applicable Percentage
thereof.  In such event, the Borrower shall be deemed to have
requested a Committed Borrowing to be disbursed on the Honor Date in an amount
equal to the Unreimbursed Amount, without regard to the minimum and multiples
specified in Section
2.02 for the principal amount of Committed Loans, but subject to the
amount of the unutilized portion of the Aggregate Commitments and the conditions
set forth in Section
4.02 (other than the delivery of a Committed Loan Notice).  Any
notice given by the L/C Issuer or Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided that the
lack of such an immediate confirmation shall not affect the conclusiveness or
binding effect of such notice.


      
        
           


        

        
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      (ii)           Each
Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available (and the Administrative Agent may apply Cash Collateral
provided for this purpose) to Agent for the account of the L/C Issuer at the
Administrative Agent’s Office in an amount equal to its Applicable Percentage of
the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified
in such notice by Agent, whereupon, subject to the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made a
Committed Loan to the Borrower in such amount.  Agent shall remit the
funds so received to the L/C Issuer.

       

      (iii)           With
respect to any Unreimbursed Amount that is not fully refinanced by a Committed
Borrowing of Loans because the conditions set forth in Section 4.02 cannot
be satisfied or for any other reason, the Borrower shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default
Rate.  In such event, each Lender’s payment to Agent for the account
of the L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section
2.03.

       

      (iv)           Until
each Lender funds its Committed Loan or L/C Advance pursuant to this Section 2.03(c) to
reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender’s Applicable Percentage of such amount shall
be solely for the account of the L/C Issuer.

       

      (v)           Each
Lender’s obligation to make Committed Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense or
other right which such Lender may have against the L/C Issuer, the Borrower or
any other Person for any reason whatsoever; (B) the occurrence or continuance of
a Default, or (C) any other occurrence, event or condition, whether or not
similar to any of the foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other
than delivery by Borrower of a Committed Loan Notice).  No such making
of an L/C Advance shall relieve or otherwise impair the obligation of the
Borrower to reimburse the L/C Issuer for the amount of any payment made by the
L/C Issuer under any Letter of Credit, together with interest as provided
herein.

       

      (vi)           If
any Lender fails to make available to Agent for the account of the L/C Issuer
any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to the L/C Issuer at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by the L/C issuer in accordance with
banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer
in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such
Lender’s Committed Loan included in the relevant Committed Borrowing or L/C
Advance in respect of the relevant L/C Borrowing, as the case may
be.  A certificate of the L/C Issuer submitted to any Lender (through
Agent) with respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.


      
        
           


        

        
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      (d)          Repayment of
Participations.

       

      (i)           At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender’s L/C Advance in respect of such
payment in accordance with Section 2.03(c), if
Agent receives for the account of the L/C Issuer any payment in respect of the
related Unreimbursed Amount or interest thereon (whether directly from the
Borrower or otherwise, including proceeds of Cash Collateral applied thereto by
Agent), Agent will distribute to such Lender its Applicable Percentage thereof
in the same funds as those received by Agent.

       

      (ii)           If
any payment received by Agent for the account of the L/C Issuer pursuant to
Section
2.03(c)(i) is required to be returned under any of the circumstances
described in Section
10.05 (including pursuant to any settlement entered into by the L/C
Issuer in its discretion), each Lender shall pay to Agent for the account of the
L/C Issuer its Applicable Percentage thereof on demand of Agent, plus interest
thereon from the date of such demand to the date such amount is returned by such
Lender, at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  The obligations of Lenders under this clause shall survive
the payment in full of the Obligations and the termination of this
Agreement.

       

      (e)          Obligations
Absolute.  The obligation of the Borrower to reimburse the L/C
Issuer for each drawing under each Letter of Credit and to repay each L/C
Borrowing shall be absolute, unconditional and irrevocable, and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances,
including the following:

       

      (i)           any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;

       

      (ii)           the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrower may have at any time against any beneficiary or any transferee of such
Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in
connection with this Agreement, the transactions contemplated hereby or by such
Letter of Credit or any agreement or instrument relating thereto, or any
unrelated transaction;

       

      (iii)           any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;


      
        
           


        

        
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      (iv)           any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or

       

      (v)           any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, Borrower or any
Subsidiary.

       

      The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower’s instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer.  The Borrower shall
be conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.

       

      (f)           Role of L/C
Issuer.  Each Lender and the Borrower agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of any such document or the authority of
the Person executing or delivering any such document.  None of the L/C
Issuer, Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable to any Lender for (i)
any action taken or omitted in connection herewith at the request or with the
approval of Lenders or the Required Lenders, as applicable; (ii) any action
taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Issuer
Document.  The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower’s pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, Agent, any
of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer, shall be liable or responsible for any of the
matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer’s willful misconduct or gross negligence or
the L/C Issuer’s willful 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 a Letter of Credit.  In furtherance and not
in limitation of the foregoing, the L/C Issuer may accept documents that appear
on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit
or the rights or benefits thereunder or proceeds thereof, in whole or in part,
which may prove to be invalid or ineffective for any reason.


      
        
           


        

        
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      (g)           Applicability of
ISP.  Unless otherwise expressly agreed by the L/C Issuer and
Borrower when a Letter of Credit is issued, the rules of the ISP shall apply to
each Letter of Credit.

       

      (h)           L/C
Fees.  The Borrower shall pay to Agent for the account of each
Lender in accordance with its Applicable Percentage a L/C fee (the “L/C Fee”) for each Letter of
Credit equal to the Applicable Rate times the
daily  amount available to be drawn under such Letter of Credit; provided, however,
any Letter of Credit Fees otherwise payable for the account of a Defaulting
Lender with respect to any Letter of Credit as to which such Defaulting Lender
has not provided Cash Collateral satisfactory to the L/C Issuer pursuant to this
Section 2.03
shall be payable, to the maximum extent permitted by applicable Law, to the
other Lenders in accordance with the upward adjustments in their respective
Applicable Percentages allocable to such Letter of Credit pursuant to Section 2.16(a)(iv),
with the balance of such fee, if any, payable to the L/C Issuer for its own
account.  For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section
1.07.  L/C Fees shall be (i) due and payable on the date of
issuance of each Letter of Credit, on the first Business Day after the end of
each March, June, September and December thereafter, commencing with the first
such date to occur after the issuance of such Letter of Credit, on the L/C
Expiration Date, and otherwise on demand and (ii) computed on a quarterly basis
in arrears.  If there is any change in the Applicable Rate during any
quarter, the daily amount available to be drawn under each Letter of Credit
shall be computed and multiplied by the Applicable Rate separately for each
period during such quarter that such Applicable Rate was in
effect.  Notwithstanding anything to the contrary contained herein,
upon the request of the Required Lenders, while any Event of Default exists, all
L/C Fees shall accrue at the Default Rate.

       

      (i)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  Borrower shall
pay directly to the L/C Issuer for its own account a fronting fee with respect
to each Letter of Credit, at the rate per annum specified in the Fee Letter,
computed on the  daily amount available to be drawn under such Letter
of Credit and on a quarterly basis in arrears.  Such fronting fee
shall be due and payable on the tenth Business Day after the end of each March,
June, September and December, in respect of the most recently-ended quarterly
period (or portion thereof, in the case of the first payment), commencing with
the first such date to occur after the issuance of such Letter of Credit, on the
L/C Expiration Date and thereafter on demand.  For purposes of
computing the daily amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section
1.07.  In addition, the Borrower shall pay directly to the L/C
Issuer for its own account the customary issuance, presentation, amendment and
other processing fees, and other standard costs and charges, of the L/C Issuer
relating to letters of credit as from time to time in effect.  Such
individual customary fees and standard costs and charges are due and payable on
demand and are nonrefundable.


      
        
           


        

        
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      (j)           Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Documents, the terms hereof shall
control.

       

      2.04     
  Swing Line
Loans.

       

      (a)           The Swing
Line.  Subject to the terms and conditions set forth herein
and in the Autoborrow Agreement, if any,
Swing Line Lender agrees, in reliance upon the agreements of the other Lenders
set forth in this Section 2.04, to
consider in its sole and absolute discretion making loans (each such loan, a
“Swing Line
Loan”) to Borrower from time to time on any Business Day during the
Availability Period in an aggregate amount not to exceed at any time outstanding
the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing
Line Loans, when aggregated with the Applicable Percentage of the Outstanding
Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after
giving effect to any Swing Line Loan, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Committed Loans of any Lender, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall
not exceed such Lender’s Commitment.  The Swing Line is a
discretionary, uncommitted facility and Swing Line Lender may terminate or
suspend the Swing Line at any time in its sole discretion upon notice to
Borrower which notice may be given by Swing Line Lender before or after Borrower
requests a Swing Line Loan hereunder.  Immediately upon the making of
a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from Swing Line Lender a risk participation
in such Swing Line Loan in an amount equal to the product of such Lender’s
Applicable Percentage times the amount of
such Swing Line Loan.

       

      (b)           Borrowing
Procedures.  Unless the Swing Line has been terminated or
suspended by the Swing Line Lender as provided in subsection (a) above, at any time an Autoborrow Agreement is not in effect,
each Swing Line Borrowing shall be made upon Borrower’s irrevocable
notice to Swing Line Lender and Agent, which may be given by telephone. Each
such notice must be received by Swing Line Lender and Agent not later than 1:00
p.m. on the requested borrowing date, and shall specify (i) the amount to be
borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing
date, which shall be a Business Day.    Promptly after
receipt by Swing Line Lender of any telephonic Swing Line Loan Notice, Swing
Line Lender will confirm with Agent (by telephone or in writing) that Agent has
also received such Swing Line Loan Notice and, if not, Swing Line Lender will
notify Agent (by telephone or in writing) of the contents
thereof.  Unless (x) the Swing Line has been terminated or suspended
by the Swing Line Lender as provided in subsection (a) above, or (y) the Swing
Line Lender has received notice (by telephone or in writing) from Agent
(including at the request of any Lender) prior to 2:00 p.m. on the date of the
proposed Swing Line Borrowing (A) directing Swing Line Lender not to make such
Swing Line Loan as a result of the limitations set forth in the proviso to the
first sentence of Section 2.04(a), or
(B) that one or more of the applicable conditions specified in Article IV is not
then satisfied, then, subject to the terms and conditions hereof, Swing Line
Lender will, not later than 3:00 p.m. on the borrowing date specified in such
Swing Line Loan Notice, make the amount of its Swing Line Loan available to
Borrower at its office by crediting the account of Borrower on the books of
Swing Line Lender in immediately available funds.  Lenders agree that
Swing Line Lender may agree to modify the borrowing procedures used in
connection with the Swing Line in its discretion and without affecting any of
the obligations of Lenders hereunder other than notifying Agent of a Swing Line
Loan Notice.

       

      
        
          
          

        

        
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    In order to facilitate the borrowing of Swing Line
Loans, the Borrower and the Swing Line Lender may mutually agree to, and are
hereby authorized to, enter into an Autoborrow Agreement in form and substance
satisfactory to the Agent and the Swing Line Lender (the “Autoborrow
Agreement”) providing for the automatic advance by the Swing Line
Lender of Swing Line Loans under the conditions set forth in such agreement,
which shall be in addition to the conditions set forth herein.  At any
time such an Autoborrow Agreement is in effect, the requirements for Swing Line
Borrowings set forth in the immediately preceding paragraph shall not apply, and
all Swing Line Borrowings shall be made in accordance with the Autoborrow
Agreement, until the right to such Swing Line Borrowings is suspended or
terminated hereunder or in accordance with the terms of the Autoborrow
Agreement.  For purposes of determining the Outstanding Amount under
the Commitment at any time during which an Autoborrow Agreement is in effect,
the Outstanding Amount of all Swing Line Loans shall be deemed to be the amount
of the Swing Line Sublimit.  For purposes of any Swing Line Borrowing
pursuant to the Autoborrow Agreement, all references to Bank of America shall be
deemed to be a reference to Bank of America, in its capacity as Swing Line
Lender hereunder.

     

    (c)          Refinancing of Swing Line
Loans.

     

    (i)           Swing
Line Lender at any time in its sole and absolute discretion may request, on
behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to so
request on its behalf), that each Lender make a Committed Loan in an amount
equal to such Lender’s Applicable Percentage of the amount of Swing Line Loans
then outstanding.  Such request shall be made in writing (which
written request shall be deemed to be a Committed Loan Notice for purposes
hereof) and in accordance with the requirements of Section 2.02, without
regard to the minimum and multiples specified therein for the principal amount
of Committed Loans, but subject to the unutilized portion of the Aggregate
Commitments and the conditions set forth in Section
4.02.  Swing Line Lender shall furnish Borrower with a copy of
the applicable Committed Loan Notice promptly after delivering such notice to
Agent.  Each Lender shall make an amount equal to its Applicable
Percentage of the amount specified in such Committed Loan Notice available to
Agent in immediately available funds (and the Administrative Agent may apply
Cash Collateral available with respect to the applicable Swing Line
Loan)  for the account of Swing Line Lender at the Administrative
Agent’s Office not later than 1:00 p.m. on the day specified in such Committed
Loan Notice, whereupon, subject to Section 2.04(c)(ii),
each Lender that so makes funds available shall be deemed to have made a
Committed Loan to Borrower in such amount.  Agent shall remit the
funds so received to Swing Line Lender.

     

    (ii)          If
for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with Section 2.04(c)(i),
the request for Committed Loans submitted by Swing Line Lender as set forth
herein shall be deemed to be a request by Swing Line Lender that each of the
Lenders fund its risk participation in the relevant Swing Line Loan and each
Lender’s payment to Agent for the account of Swing Line Lender pursuant to Section 2.04(c)(i)
shall be deemed payment in respect of such participation.


    
      
         


      

      
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    (iii)         If
any Lender fails to make available to Agent for the account of Swing Line Lender
any amount required to be paid by such Lender pursuant to the foregoing
provisions of this Section 2.04(c) by
the time specified in Section 2.04(c)(i),
Swing Line Lender shall be entitled to recover from such Lender (acting through
Agent), on demand, such amount with interest thereon for the period from the
date such payment is required to the date on which such payment is immediately
available to Swing Line Lender at a rate per annum equal to the greater of the
Federal Funds Rate and a rate determined by Swing Line Lender in accordance with
banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by Swing Line
Lender in connection with the foregoing.  If such Lender pays such
amount (with interest and fees as aforesaid), the amount so paid shall
constitute such Lender’s Committed Loan included in the relevant Committed
Borrowing or funded participation in the relevant Swing Line Loan, as the case
may be.  A certificate of Swing Line Lender submitted to any Lender
(through Agent) with respect to any amounts owing under this clause (iii) shall
be conclusive absent manifest error.

     

    (iv)
        Each Lender’s obligation to make
Committed Loans or to purchase and fund risk participations in Swing Line Loans
pursuant to this Section 2.04(c) shall
be absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which
such Lender may have against Swing Line Lender, Borrower or any other Person for
any reason whatsoever, (B) the occurrence or continuance of a Default, or (C)
any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each
Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is
subject to the conditions set forth in Section
4.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of Borrower to repay Swing Line Loans, together
with interest as provided herein.

     

    (d)          Repayment of
Participations.

     

    (i)           At
any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if Swing Line Lender receives any payment on account of such
Swing Line Loan, Swing Line Lender will distribute to such Lender its Applicable
Percentage thereof in the same funds as those received by Swing Line
Lender.

     

    (ii)          If
any payment received by Swing Line Lender in respect of principal or interest on
any Swing Line Loan is required to be returned by Swing Line Lender under any of
the circumstances described in Section 10.05
(including pursuant to any settlement entered into by Swing Line Lender in its
discretion), each Lender shall pay to Swing Line Lender its Applicable
Percentage thereof on demand of Agent, plus interest thereon from the date of
such demand to the date such amount is returned, at a rate per annum equal to
the Federal Funds Rate.  Agent will make such demand upon the request
of Swing Line Lender.  The obligations of Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this
Agreement.


    
      
         


      

      
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    (e)         Interest for Account of
Swing Line Lender.  Swing Line Lender shall be responsible for
invoicing Borrower for interest on the Swing Line Loans.  Until each
Lender funds its Committed Loan or risk participation pursuant to this Section 2.04 to
refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest
in respect of such Applicable Percentage shall be solely for the account of
Swing Line Lender.

     

    (f)          Payments Directly to Swing
Line Lender.  Borrower shall make all payments of principal and
interest in respect of the Swing Line Loans directly to Swing Line
Lender.

     

    2.05   
   Prepayments.  (a)  The
Borrower may, upon notice to Agent, at any time or from time to time voluntarily
prepay Loans in whole or in part without premium or penalty; provided that (i)
such notice must be received by Agent not later than 11:00 a.m. on the date of
prepayment of Loans, and (ii) such prepayment shall be in a principal amount of
$100,000 or a whole multiple of $10,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding.  Each such
notice shall specify the date and amount of such prepayment.  Agent
will promptly notify each Lender of its receipt of each such notice, and of the
amount of such Lender’s Applicable Percentage of such prepayment.  If
such notice is given by the Borrower, the Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the
date specified therein.  Any prepayment of a Loans shall be
accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section
3.05.  Subject to Section 2.16, each
such prepayment shall be applied to the Committed Loans of Lenders in accordance
with their respective Applicable Percentages.

     

    (b)          At any time during which an Autoborrow Agreement is not
in effect, the Borrower may, upon notice to Swing Line Lender (with a
copy to Agent), at any time or from time to time, voluntarily prepay Swing Line
Loans in whole or in part without premium or penalty; provided that (i)
such notice must be received by Swing Line Lender and Agent not later than 1:00
p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a
minimum principal amount of $10,000.  Each such notice shall specify
the date and amount of such prepayment.  If such notice is given by
the Borrower, the Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified
therein.

     

    (c)          If
for any reason the Total Outstandings at any time exceed the Aggregate
Commitments then in effect, the Borrower shall immediately prepay Loans and/or
Cash Collateralize the L/C Obligations in an aggregate amount equal to such
excess; provided, however, that the
Borrower shall not be required to Cash Collateralize the L/C Obligations
pursuant to this Section 2.05(c)
unless after the prepayment in full of the Loans the Total Outstandings exceed
the Aggregate Commitments then in effect.

     

    (d)          Upon
the sale or issuance by the Borrower or any of its Subsidiaries of any of its
Equity Interests (including, without limitation, any conversion or exercise by
any Person of any warrants, options or rights with respect to any such Equity
Interests other than in connection with the Borrower’s Early Warrant Exercise
Program effective as of April 8, 2008, but not including any sales or issuances
of Equity Interests to the Borrower or any Guarantor), the Borrower shall prepay
an aggregate principal amount of Loans equal to (i) at any time the Consolidated
Leverage Ratio is less than or equal to 2.50 to 1.00 (before giving effect to
any prepayment required by this Section 2.05(d)), 50%
of the Net Cash Proceeds of such sale or issuance and (ii) at any time the
Consolidated Leverage Ratio is greater than 2.50 to 1.00 (before giving effect
to any prepayment required by this Section 2.05(d)),
100% of the Net Cash Proceeds of such sale or issuance.


    
      
         


      

      
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    (e)          Upon
the receipt by the Borrower or any of its Subsidiaries of any funds held in an
escrow or similar arrangement in connection with, or pursuant to any document
related to, any Acquisition (“Escrowed Funds”), the
Borrower shall prepay an aggregate principal amount of Loans equal to 100% of
the amount of such Escrowed Funds.”

     

    2.06    
   Termination
or Reduction of Commitments.  The Borrower may, upon notice to
Agent, terminate the Aggregate Commitments, or from time to time permanently
reduce the Aggregate Commitments; provided that (i) any
such notice shall be received by Agent not later than 11:00 a.m. five Business
Days prior to the date of termination or reduction, (ii) any such partial
reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of
$500,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the
Aggregate Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Outstandings would exceed the Aggregate
Commitments, and (iv) if, after giving effect to any reduction of the Aggregate
Commitments, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of
the Aggregate Commitments, such Sublimit shall be automatically reduced by the
amount of such excess.  Agent will promptly notify the Lenders of any
such notice of termination or reduction of the Aggregate
Commitments.  Any reduction of the Aggregate Commitments shall be
applied to the Commitment of each Lender according to its Applicable
Percentage.  All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.

     

    2.07       Repayment of
Loans.  (a)  The Borrower shall repay to Lenders on
the Maturity Date the aggregate principal amount of Committed Loans outstanding
on such date.

     

    (b)         At any time the Autoborrow Agreement is in effect, Swing
Line Loans shall be repaid in accordance with the terms of such Autoborrow
Agreement.  At any time the
Autoborrow Agreement is not in effect, the Borrower shall repay to Swing
Line Lender each Swing Line Loan on the earlier to occur of (i) the date seven
(7) Business Days after such Loan is made and (ii) the Maturity
Date.

     

    2.08     
 Interest.

     

    (a)          Each
Loan shall bear interest at the LIBOR Monthly Floating Rate plus the Applicable
Rate; provided,
however, that
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 or its
applicable Lending Office to make, maintain or fund Loans with interest rates
based upon the LIBOR Monthly Floating Rate, as applicable, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, the rate on all Loans shall be converted to the Prime
Rate.


    
      
         


      

      
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    (b)          While
any Event of Default exists, the Borrowers shall pay interest on the principal
amount of all outstanding Obligations hereunder at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted
by applicable Laws.

     

    (c)          Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

     

    (d)          Interest
on each Loan shall be due and payable in arrears on the first Business Day of
each month and at such other times as may be specified
herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

     

    2.09       Fees.  In addition
to certain fees described in subsections (i) and (j) of Section
2.03:

     

    (a)          Unused
Fee.  Borrower shall pay to Agent for the account of each
Lender in accordance with its Applicable Percentage, a fee (the “Unused Fee”) equal to
the Applicable Rate times the actual
daily amount by which the Aggregate Commitments exceed the sum of (i) the
Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C
Obligations, subject to adjustment as provided in Section
2.16.  The Unused Fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article
IV is not met, and shall be due and payable quarterly in arrears on the
last Business Day of each March, June, September and December, commencing with
the first such date to occur after the Closing Date, and on the last day of the
Availability Period.  The Unused Fee shall be calculated quarterly in
arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.  For purposes of computing the Unused Fee, Swing Line Loans
shall not be counted towards or considered usage of the Aggregate
Commitments.

     

    (b)          Agent’s
Fees.  Borrower shall pay to Agent for Agent’s own account,
fees in the amounts and at the times specified in the Fee
Letter.  Such fees shall be fully earned when paid and shall be
nonrefundable for any reason whatsoever.

     

    2.10       Computation of Interest and
Fees.  All computations of interest and fees shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year) except when interest is based on the Prime Rate pursuant to Section 2.08 in which
case computation of interest on the basis of a year of 365 or 366 days, as the
case may be, and actual days elapsed.  Interest shall accrue on each
Loan for the day on which the Loan is made, and shall not accrue on a Loan, or
any portion thereof, for the day on which the Loan or such portion is paid,
provided that
any Loan that is repaid on the same day on which it is made shall, subject to
Section
2.12(a), bear interest for one day.  Each determination by
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.


    
      
         


      

      
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    2.11       Evidence of
Debt.  (a)  The Credit Extensions made by each Lender
shall be evidenced by one or more accounts or records maintained by such Lender
and by Agent in the ordinary course of business.  The accounts or
records maintained by Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by Lenders to Borrower and the
interest and payments thereon.  Any failure to so record or any error
in doing so shall not, however, limit or otherwise affect the obligation of the
Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of Agent in
respect of such matters, the accounts and records of Agent shall control in the
absence of manifest error.  Upon the request of any Lender made
through Agent, the Borrower shall execute and deliver to such Lender (through
Agent) a Note, which shall evidence such Lender’s Loans in addition to such
accounts or records.  Each Lender may attach schedules to its Note and
endorse thereon the date, type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

     

    (b)          In
addition to the accounts and records referred to in subsection (a), each Lender
and Agent shall maintain in accordance with its usual practice accounts or
records evidencing the purchases and sales by such Lender of participations in
Letters of Credit and Swing Line Loans.  In the event of any conflict
between the accounts and records maintained by Agent and the accounts and
records of any Lender in respect of such matters, the accounts and records of
Agent shall control in the absence of manifest error.

     

    2.12      
Payments Generally; Agent’s
Clawback.

     

    (a)          (i)     
      General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by Borrower hereunder shall be
made to Agent, for the account of the respective Lenders to which such payment
is owed, at the Administrative Agent’s Office in Dollars and in immediately
available funds not later than 12:00 noon on the date specified
herein.  Agent will promptly distribute to each Lender its Applicable
Percentage (or other applicable share as provided herein) of such payment in
like funds as received by wire transfer to such Lender’s Lending
Office.  All payments received by Agent after 12:00 noon shall be
deemed received on the next succeeding Business Day and any applicable interest
or fee shall continue to accrue.  If any payment to be made by
Borrower shall come due on a day other than a Business Day, payment shall be
made on the next following Business Day, and such extension of time shall be
reflected in computing interest or fees, as the case may be.

     

    (ii)          On
each date when the payment of any principal, interest or fees are due hereunder
or under any Note, the Borrower agrees to maintain on deposit in an ordinary
checking account maintained by the Borrower with Agent (as such account shall be
designated by the Borrower in a written notice to Agent from time to time, the
“Borrower
Account”) an amount sufficient to pay such principal, interest
or  fees in full on such date.  The Borrower hereby
authorizes Agent (A) to deduct automatically all principal, interest or fees
when due hereunder or under any Note from the Borrower Account, and (B) if and
to the extent any payment of principal, interest or fees under this Agreement or
any Note is not made when due to deduct any such amount from any or all of the
accounts of the Borrower maintained at Agent.  Agent agrees to provide
written notice to the Borrower of any automatic deduction made pursuant to this
Section
2.12(a)(ii) showing in reasonable detail the amounts of such
deduction.  Lenders agree to reimburse Borrower based on their
Applicable Percentage for any amounts deducted from such accounts in excess of
amounts due hereunder and under any other Loan Documents.


    
      
         


      

      
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    (b)          (i)      
     Funding by Lenders;
Presumption by Agent.  Unless Agent shall have received notice
from a Lender prior to 12:00 noon on the proposed date of any Committed
Borrowing that such Lender will not make available to Agent such Lender’s share
of such Committed Borrowing, Agent may assume that such Lender has made such
share available in accordance with and at the time required by Section 2.02) and
may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made
its share of the applicable Committed Borrowing available to Agent, then the
applicable Lender and the Borrower severally agree to pay to Agent forthwith on
demand such corresponding amount in immediately available funds with interest
thereon, for each day from and including the date such amount is made available
to the Borrower to but excluding the date of payment to Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by Agent in accordance with banking industry rules on
interbank compensation, plus any administrative, processing or similar fees
customarily charged by Agent in connection with the foregoing and (B) in the
case of a payment to be made by the Borrower, the interest rate applicable
to Loans.  If the Borrower and such Lender shall pay such interest to
Agent for the same or an overlapping period, Agent shall promptly remit to the
Borrower the amount of such interest paid by the Borrower for such
period.  If such Lender pays its share of the applicable Committed
Borrowing to Agent, then the amount so paid shall constitute such Lender’s
Committed Loan included in such Committed Borrowing.  Any payment by
the Borrower shall be without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such payment to
Agent.

     

    (ii)          Payments by Borrower;
Presumptions by Agent.  Unless Agent shall have received notice
from the Borrower prior to the date on which any payment is due to Agent for the
account of the Lenders or the L/C Issuer hereunder that the Borrower will not
make such payment, Agent may assume that the Borrower has made such payment on
such date in accordance herewith and may, in reliance upon such assumption,
distribute to Lenders or the L/C Issuer, as the case may be, the amount
due.  In such event, if the Borrower has not in fact made such
payment, then each of Lenders or the L/C Issuer, as the case may be, severally
agrees to repay to Agent forthwith on demand the amount so distributed to such
Lender or the L/C Issuer, in immediately available funds 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 Agent, at the greater of the Federal Funds Rate
and a rate determined by Agent in accordance with banking industry rules on
interbank compensation.  A notice of Agent to any Lender or the
Borrower with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error.

     

    (c)          Failure to Satisfy
Conditions Precedent.  If any Lender makes available to Agent
funds for any Loan to be made by such Lender as provided in the foregoing
provisions of this Article II, and such
funds are not made available to the Borrower by Agent because the conditions to
the applicable Credit Extension set forth in Article IV are not
satisfied or waived in accordance with the terms hereof, Agent shall promptly
return such funds (in like funds as received from such Lender) to such Lender,
without interest.


    
      
         


      

      
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    (d)          Obligations of Lenders
Several.  The obligations of Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line
Loans and to make payments under Section
10.04(c)  are several and not joint.  The failure of
any Lender to make any Committed Loan, to fund any such participation
or  to make any payment under Section 10.04(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 Committed Loan,
purchase its participation or to make its payment under Section
10.04(c):

     

    (e)          Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

     

    2.13      Sharing of
Payments.  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 the Committed Loans made by it, or the participations
in L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s
receiving payment of a proportion of the aggregate amount of such Committed
Loans or participations and accrued interest thereon greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall (a)
notify Agent of such fact, and (b) purchase (for cash at face value)
participations in the Committed Loans and subparticipations in L/C Obligations
and Swing Line Loans of the other Lenders, or make such other adjustments as
shall be equitable, 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 Committed Loans and other amounts owing
them, provided
that:

     

    (i)           if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and

     

    (ii)          the
provisions of this Section shall not be construed to apply to (x) any payment
made by or on behalf of 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), (y) the application of Cash Collateral
provided for in Section 2.15, or
(z)any payment obtained by a Lender as consideration for the assignment of or
sale of a participation in any of its Committed Loans or subparticipations in
L/C Obligations or Swing Line Loans to any assignee or participant, other than
to Borrower or any Subsidiary thereof (as to which the provisions of this
Section shall apply).

     

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


    
      
         


      

      
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    2.14       Increase in
Commitments.

     

    (a)          Request for
Increase.  Provided there exists no Event of Default, upon
notice to the Administrative Agent (which shall promptly notify the Lenders),
the Borrower may from time to time, request an increase in the Aggregate
Commitments by an aggregate amount (for all such requests) not exceeding
$25,000,000; provided that any
such request for an increase shall be in a minimum amount of
$5,000,000.  At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than
ten (10) Business Days from the date of delivery of such notice to the
Lenders).

     

    (b)          Lender Elections to
Increase.  Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and,
if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase.  Any Lender not responding
within such time period shall be deemed to have declined to increase its
Commitment.

     

    (c)          Notification by
Administrative Agent; Additional Lenders.  The Administrative
Agent shall notify the Borrower and each Lender of the Lenders’ responses to
each request made hereunder.  To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent, the
L/C Issuer and the Swing Line Lender (which approvals shall not be unreasonably
withheld), the Borrower may also invite additional Eligible Assignees to become
Lenders pursuant to a joinder agreement in form and substance reasonably
satisfactory to the Administrative Agent and its counsel.

     

    (d)          Effective Date and
Allocations.  If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date.

     

    (e)          Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Loan Party (i) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to
such increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties
contained in Article
V and the other Loan Documents are true and correct on and as of the
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they are true
and correct as of such earlier date, and except that for purposes of this Section 2.14, the
representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section 6.01, and (B)
no Default exists.  The Borrower shall prepay any Committed Loans
outstanding on the Increase Effective Date to the extent necessary to keep the
outstanding Committed Loans ratable with any revised Applicable Percentages
arising from any nonratable increase in the Commitments under this
Section.


    
      
         


      

      
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    (f) 
         Conflicting
Provisions.  This Section shall supersede any provisions in
Section 2.13 or
10.01 to the
contrary.

     

    2.15      Cash Collateral.

     

    (a)          Certain Credit Support Events. Upon the
request of the Administrative Agent or the L/C Issuer (i) if the L/C Issuer has
honored any full or partial drawing request under any Letter of Credit and such
drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration
Date, any L/C Obligation for any reason remains outstanding, the Borrower shall,
in each case, immediately Cash Collateralize the then Outstanding Amount of all
L/C Obligations.  At any time that there shall exist a Defaulting
Lender, immediately upon the request of the Administrative Agent, the L/C Issuer
or the Swing Line Lender, the Borrower shall deliver to the Administrative Agent
Cash Collateral in an amount sufficient to cover all Fronting Exposure (after
giving effect to Section 2.16(a)(iv)
and any Cash Collateral provided by the Defaulting Lender).

     

    (b)          Grant of Security
Interest.  All Cash Collateral (other than credit support not
constituting funds subject to deposit) shall be maintained in blocked,
non-interest bearing deposit accounts at Bank of America.  The
Borrower, and to the extent provided by any Lender, such Lender, hereby grants
to (and subjects to the control of) the Administrative Agent, for the benefit of
the Administrative Agent, the L/C Issuer and the Lenders (including the Swing
Line Lender), and agrees to maintain, a first priority security interest in all
such cash, deposit accounts and all balances therein, and all other property so
provided as collateral pursuant hereto, and in all proceeds of the foregoing,
all as security for the obligations to which such Cash Collateral may be applied
pursuant to Section
2.15(c).  If at any time the Administrative Agent determines
that Cash Collateral is subject to any right or claim of any Person other than
the Administrative Agent as herein provided, or that the total amount of such
Cash Collateral is less than the applicable Fronting Exposure and other
obligations secured thereby, the Borrower or the relevant Defaulting Lender
will, promptly upon demand by the Administrative Agent, pay or provide to the
Administrative Agent additional Cash Collateral in an amount sufficient to
eliminate such deficiency.

     

    (c)          Application. Notwithstanding
anything to the contrary contained in this Agreement, Cash Collateral provided
under any of this Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of
Letters of Credit or Swing Line Loans shall be held and applied to the satisfaction of the specific L/C Obligations,
Swing Line Loans, obligations to fund participations therein (including, as to
Cash Collateral provided by a Defaulting Lender, any interest accrued on such
obligation) and other obligations for which the Cash Collateral was so provided,
prior to any other application of such property as may be provided for
herein.


    
      
         


      

      
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    (d)          Release.  Cash
Collateral (or the appropriate portion thereof) provided to reduce Fronting
Exposure or other obligations shall be released promptly following (i) the
elimination of the applicable Fronting Exposure or other obligations giving rise
thereto (including by the termination of Defaulting Lender status of the
applicable Lender (or, as appropriate, its assignee following compliance with
Section
10.06(b)(vi))) or (ii) the Administrative Agent’s good faith
determination that there exists excess Cash Collateral; provided, however,
(x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be
released during the continuance of a Default or Event of Default (and following
application as provided in this Section 2.15 may be
otherwise applied in accordance with Section 8.03), and
(y) the Person providing Cash Collateral and the L/C Issuer or Swing Line
Lender, as applicable, may agree that Cash Collateral shall not be released but
instead held to support future anticipated Fronting Exposure or other
obligations.

     

    2.16   
   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.  That 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
10.01.

     

    (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 VIII or
otherwise, and including any amounts made available to the Administrative Agent
by that Defaulting Lender pursuant to Section 10.08), 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, to the payment
on a pro rata basis of any amounts owing by that Defaulting Lender to the L/C
Issuer or Swing Line Lender hereunder; third, if so determined by
the Administrative Agent or requested by the L/C Issuer or Swing Line Lender, to
be held as Cash Collateral for future funding obligations of that Defaulting
Lender of any participation in any Swing Line Loan or Letter of Credit; fourth, as the Borrower may
request (so long as no Default or Event of Default exists), to the funding of
any Loan in respect of which that Defaulting Lender has failed to fund its
portion thereof as required by this Agreement, as determined by the
Administrative Agent; fifth, if so determined by
the Administrative Agent and the Borrower, to be held in a non-interest bearing
deposit account and released in order to satisfy obligations of that
Defaulting Lender to fund Loans under this Agreement; sixth, to the payment of any
amounts owing to the Lenders, the L/C Issuer or Swing Line Lender as a result of
any judgment of a court of competent jurisdiction obtained by any Lender, the
L/C Issuer or Swing Line Lender against that Defaulting Lender as a result of
that Defaulting Lender’s breach of its obligations under this Agreement; seventh, 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 against that Defaulting Lender as a result of that
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting
Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x)
such payment is a payment of the principal amount of any Loans or L/C Borrowings
in respect of which that Defaulting Lender has not fully funded its appropriate
share and (y) such Loans or L/C Borrowings were made at a time when the
conditions set forth in Section 4.02 were
satisfied or waived, such payment shall be applied solely to pay the Loans of,
and L/C Borrowings owed to, all non-Defaulting Lenders on a pro rata basis prior
to being applied to the payment of any Loans of, or L/C Borrowings owed to, that
Defaulting Lender.  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 this Section 2.16(a)(ii)
shall be deemed paid to and redirected by that Defaulting Lender, and each
Lender irrevocably consents hereto.


    
      
         


      

      
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    (iii)     
   Certain
Fees.  That Defaulting Lender (x) shall not be entitled to
receive any Unused Fee pursuant to Section 2.09(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) for any period during
which that Lender is a Defaulting Lender only to extent allocable to the
sum of (1) the Outstanding Amount of the Committed Loans funded by it and (2)
its Applicable Percentage of the stated amount of Letters of Credit and Swing
Line Loans for which it has provided Cash Collateral pursuant to Section 2.03, Section 2.04, Section 2.15, or Section 2.16(a)(ii), as
applicable (and the Borrower shall (A) be required to pay to each of the L/C
Issuer and the Swing Line Lender, as applicable, the amount of such fee
allocable to its Fronting Exposure arising from that Defaulting Lender and (B)
not be required to pay the remaining amount of 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 L/C Fees as provided in Section
2.03(h).

     

    (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 Letters of Credit or Swing Line Loans pursuant to Sections 2.03 and
2.04, the
“Applicable Percentage” of each non-Defaulting Lender shall be computed without
giving effect to the Commitment of that Defaulting Lender; provided, that, (i)
each such reallocation shall be given effect only if, at the date the applicable
Lender becomes a Defaulting Lender, no Default or Event of Default exists; and
(ii) the aggregate obligation of each non-Defaulting Lender to acquire,
refinance or fund participations in Letters of Credit and Swing Line Loans shall
not exceed the positive difference, if any, of (1) the Commitment of that
non-Defaulting Lender minus (2) the
aggregate Outstanding Amount of the Committed Loans of that Lender.

     

    (b)          Defaulting Lender
Cure.   If the
Borrower, the Administrative Agent, Swing Line Lender and the L/C Issuer 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), that 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 Committed Loans and funded and unfunded participations in Letters of Credit
and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance
with their Applicable Percentages (without giving effect to Section 2.16(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 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.


    
      
         


      

      
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      ARTICLE
III.      TAXES,
YIELD PROTECTION AND ILLEGALITY

    

     

    3.01       Taxes.

     

    (a)          Payments Free of
Taxes.  Any and all payments by the Borrower to or on account
of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if the Borrower shall be
required by any applicable law to deduct any Indemnified Taxes (including any
Other Taxes) from such payments, then, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section), Agent, Lender or L/C
Issuer, as the case may be, receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions, and (iii) the Borrower shall timely pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable
law.

     

    (b)          Payment of Other Taxes by
Borrower.  Without limiting the provisions of subsection (a)
above, the Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

     

    (c)          Indemnification by
Borrower.   The Borrower shall indemnify Agent, each
Lender and the L/C Issuer, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) paid by Agent, such Lender or the L/C Issuer, as the case may be, and
any penalties, interest and 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 as to the amount of such payment or
liability delivered to the Borrower by a Lender or the L/C Issuer (with a copy
to Agent), or by Agent on its own behalf or on behalf of a Lender or the L/C
Issuer, shall be conclusive absent manifest error.

     

    (d)          Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by Borrower to a Governmental Authority,
Borrower shall deliver to 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 Agent.


    
      
         


      

      
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    (e)          Status of
Lenders.  Any Lender, if requested by the Borrower or Agent,
shall deliver such documentation prescribed by applicable law or reasonably
requested by the Borrower or Agent as will enable the Borrower or Agent to
determine whether or not such Lender is subject to backup withholding or
information reporting requirements.

     

    (f)       
   Treatment of Certain
Refunds.  If Agent, any Lender or the L/C Issuer determines, in
its sole discretion, that it has received a refund of any 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 to
the Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section
with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of Agent, such Lender or the L/C Issuer, as the case may
be, 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 Agent, such Lender or the L/C Issuer, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to Agent, such
Lender or the L/C Issuer in the event Agent, such Lender or the L/C Issuer is
required to repay such refund to such Governmental Authority.  This
subsection shall not be construed to require Agent, any Lender or the L/C Issuer
to make available its tax returns (or any other information relating to its
taxes that it deems confidential) to the Borrower or any other
Person.

     

    3.02       [Reserved]

     

    3.03       [Reserved]

     

    3.04       Increased Costs.

     

    (a)          Increased Costs
Generally.  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 or participated in by, any Lender (except any
reserve requirement reflected in the LIBOR Monthly Floating Rate) or the L/C
Issuer;

     

    (ii)          subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any Loan, or any participation in a Letter
of Credit made by it, or change the basis of taxation of payments to such Lender
or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other
Taxes covered by Section 3.01 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such
Lender or the L/C Issuer); or

     

    (iii)         impose
on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement any Loan 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 Loan (or of maintaining its obligation to make any
such Loan), or to increase the cost to such Lender or the L/C Issuer of
participating in, issuing or maintaining any Letter of Credit (or of maintaining
its obligation to participate in or to issue any Letter of Credit), or to reduce
the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or the L/C Issuer, Borrower will pay to such Lender or
the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.


    
      
         


      

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

     

    (c)          Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in
subsection (a) or (b) of this Section and delivered to the Borrower shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

     

    (d)          Delay in
Requests.  Each Lender and the L/C Issuer shall promptly notify
the Borrowers of any event occurring after the Closing Date entitling the Lender
or the L/C Issuer to compensation under any of the preceding subsections, but no
failure or delay on the part of any Lender or the L/C Issuer to demand
compensation pursuant to the foregoing provisions of this Section shall
constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such
compensation, provided that the
Borrower shall not be required to compensate a Lender or the L/C Issuer pursuant
to the foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than six months prior to the date that such Lender or
the L/C Issuer, 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 the
L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the six-month period referred to above shall be extended to include the
period of retroactive effect thereof).

     

    3.05       [Reserved]


    
      
         


      

      
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    3.06       Mitigation
Obligations.

     

    (a)          Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04,
or Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or if
the proviso to Section
2.08 shall apply with respect to a Lender, then such Lender shall use
reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.04, as the case may
be, in the future, or eliminate the applicability of the proviso to Section 2.08 to such
Lender, as applicable, and (ii) in each case, would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender.  The Borrower hereby agree to pay all reasonable costs
and expenses incurred by any Lender in connection with any such designation or
assignment.

     

    (b)          Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, 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 3.01, or if
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, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section 10.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided
that:

     

    (i)           the
Borrower shall have paid to the Agent the assignment fee specified in Section
10.06(b);

     

    (ii)          such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans and L/C Advances, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder and under the other Loan Documents
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);

     

    (iii)         such
assignment will result in a reduction in compensation under Section 3.04 or
payments under Section
3.01, as applicable, thereafter; and

     

    (iv)        such
assignment does not conflict with applicable Laws.

     

    A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

     

    3.07       Survival.  All of
the Borrower’s obligations under this Article III shall
survive termination of the Aggregate Commitments and repayment of all other
Obligations hereunder.


    
      
         


      

      
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      ARTICLE
IV.     CONDITIONS
PRECEDENT TO CREDIT EXTENSIONS

    

     

    4.01       Conditions of Initial Credit
Extension.  This Agreement, and the obligation of the L/C
Issuer and each Lender to make its initial Credit Extension hereunder is subject
to satisfaction of the following conditions precedent:

     

    (a)          Agent’s
receipt of the following, each of which shall be originals or telecopies (or
other electronic form, in any case followed promptly by originals) unless
otherwise specified, each properly executed by a Responsible Officer of the
signing Loan Party, each dated the Closing Date (or, if satisfactory to the
Agent with respect to any of the following delivered in connection with the
Existing Credit Agreement, the Closing Date under the Existing Credit Agreement,
and in the case of certificates of governmental officials, a recent date before
the Closing Date (or, as applicable, a recent date before the Closing Date under
the Existing Credit Agreement) and each in form and substance satisfactory to
Agent and each of the Lenders:

     

    (i)           executed
counterparts of this Agreement, all Collateral Documents and the Guaranty,
sufficient in number for distribution to Agent, each Lender and
Borrower;

     

    (ii)          a
Note executed by the Borrower in favor of each Lender requesting a
Note;

     

    (iii)         such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as Agent may
require evidencing the identity, authority and capacity of each Responsible
Officer thereof authorized to act as a Responsible Officer in connection with
this Agreement and the other Loan Documents to which such Loan Party is a
party;

     

    (iv)        such
documents and certifications as Agent may reasonably require to evidence that
each Loan Party is duly organized or formed, and that each Loan Party is validly
existing, in good standing and qualified to engage in business in each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification, except to the extent that
failure to do so could not reasonably be expected to have a Material Adverse
Effect;

     

    (v)         a
favorable opinion of counsel to the Loan Parties acceptable to Agent, addressed
to Agent on behalf of the Lenders, as to the matters set forth concerning the
Loan Parties and the Loan Documents in form and substance satisfactory to
Agent;

     

    (vi)        a
certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all consents, licenses and approvals required in connection with the
execution, delivery and performance by such Loan Party and the validity against
such Loan Party of the Loan Documents to which it is a party, and such consents,
licenses and approvals shall be in full force and effect, or (B) stating that no
such consents, licenses or approvals are so required;


    
      
         


      

      
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    (vii)       a
certificate signed by a Responsible Officer of Borrower certifying that, except
as expressly disclosed in any Schedule to this Agreement, (A) the conditions
specified in Sections
4.02(a) and (b) have been
satisfied, (B) there is no action, suit, investigation or proceeding pending or,
to the knowledge of the Borrower, threatened in any court or before any
arbitrator or Governmental Authority that could reasonably be expected to have,
either individually or in the aggregate, a Material Adverse Effect, and (C)
there has been no other event or circumstance since the date of the Audited
Financial Statements that has had or could be reasonably expected to have,
either individually or in the aggregate, a Material Adverse Effect;

     

    (viii)      evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect;

     

    (ix)         evidence
that the Administrative Agent (on behalf of itself and the Lenders) shall have a
valid and perfected first priority (except with respect to Permitted Liens) Lien
on the Collateral (other than Excluded Property);

     

    (x)          all
other reports, assurances, certificates, documents, consents or opinions the
Agent, the L/C Issuer, Swing Line Lender or the Required Lenders reasonably may
require.

     

    (b)          Any
fees required to be paid on or before the Closing Date shall have been
paid.

     

    (c)          Unless
waived by Agent, Borrower shall have paid all reasonable fees, charges and
disbursements of counsel to Agent (directly to such counsel if requested by
Agent) to the extent invoiced prior to or on the Closing Date, plus such
additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and disbursements incurred or to
be incurred by it through the closing proceedings (provided that such estimate
shall not thereafter preclude a final settling of accounts between Borrower and
Agent).

     

    (d)          The
Closing Date shall have occurred on or before June 4, 2010.

     

    Without
limiting the generality of the provisions of Section 9.04, for
purposes of determining compliance with the conditions specified in this Section 4.01, each
Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless Agent shall have received notice from such
Lender prior to the proposed Closing Date specifying its objection
thereto.

     

    4.02      Conditions to all Credit
Extensions.  The obligation of each Lender to honor any Request
for Credit Extension is subject to the following conditions
precedent:

     

    (a)    
     The representations and warranties of the Borrower
and each other Loan Party contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct on
and as of the date of such Credit Extension, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date, and except that for
purposes of this Section 4.02, the
representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be
deemed to refer to the most recent statements furnished pursuant to clauses (a)
and (b), respectively, of Section
6.01.


    
      
         


      

      
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    (b)          No
Default shall exist, or would result from such proposed Credit Extension or from
the application of the proceeds thereof.

     

    (c)          Agent
and, if applicable, the L/C Issuer or Swing Line Lender shall have received a
Request for Credit Extension in accordance with the requirements
hereof.

     

    (d)          Agent
shall have received, in form and substance satisfactory to it, such other
assurances, certificates, documents or consents related to the foregoing as
Agent or the Required Lenders reasonably may require.

     

    Each
Request for Credit Extension submitted by Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a) and
(b) have been
satisfied on and as of the date of the applicable Credit Extension.

     

    
      ARTICLE
V.     REPRESENTATIONS
AND WARRANTIES

    

     

    Borrower
represents and warrants to Agent and the Lenders that:

     

    5.01       Existence, Qualification and
Power.  Each Loan Party and each Subsidiary thereof (a) is duly
organized or formed, validly existing and, as applicable, in good standing under
the Laws of the jurisdiction of its incorporation or organization, (b) has all
requisite power and authority and all requisite governmental licenses,
authorizations, consents and approvals to (i) own or lease its assets and carry
on its business and (ii) execute, deliver and perform its obligations under the
Loan Documents to which it is a party, and (c) is duly qualified and is licensed
and in good standing under the Laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such
qualification or license; except in each case referred to in clause (b)(i) or
(c), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.

     

    5.02       Authorization; No
Contravention.  The execution, delivery and performance by each
Loan Party of each Loan Document to which such Person is party, have been duly
authorized by all necessary corporate or other organizational action, and do not
and will not (a) contravene the terms of any of such Person’s Organization
Documents; (b) conflict with or result in any breach or contravention of, or the
creation of any Lien under, or require any payment to be made under (i) any
Contractual Obligation to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any
Law.

     

    5.03       Governmental Authorization; Other
Consents.  Except as set forth on Schedule 5.03, no
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, any Loan Party of this Agreement or any other Loan
Document.


    
      
         


      

      
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    5.04       Binding
Effect.  This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto.  This Agreement constitutes, and
each other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.

     

    5.05       Financial Statements; No Material
Adverse Effect; No Internal Control Event.  (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; (ii) fairly present 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; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Borrower and its Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and
Indebtedness.

     

    (b)          The
consolidated and consolidating pro forma balance sheets of Borrower and its
Subsidiaries as of December 31, 2009, and the related consolidated and
consolidating pro forma statements of income and cash flows of Borrower and its
Subsidiaries for the twelve months then ended, certified by the chief financial
officer of Borrower, copies of which have been furnished to each Lender, fairly
present the consolidated and consolidating pro forma financial condition of
Borrower and its Subsidiaries as at such date and the consolidated and
consolidating pro forma results of operations of Borrower and its Subsidiaries
for the period ended on such date, all in accordance with GAAP.

     

    (c)          Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.

     

    (d)          To
the best knowledge of Borrower, since the date of the most recent quarterly
report filed with the SEC prior to the Closing Date, no Internal Control Event
exists or has occurred with respect to the Borrower and its Subsidiaries that
has resulted in or could reasonably be expected to result in a misstatement in
any material respect, in any financial information delivered or to be delivered
to Agent or Lenders, of (i) covenant compliance calculations provided hereunder
or (ii) the assets, liabilities, financial condition or results of operations of
Borrower and its Subsidiaries on a consolidated basis.

     

    (e)          The
consolidated and consolidating forecasted balance sheet and statements of income
and cash flows of Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were
prepared in good faith on the basis of the assumptions stated therein, which
assumptions were fair in light of the conditions existing at the time of
delivery of such forecasts, and represented, at the time of delivery, the
Borrower’s best estimate of its future financial condition and
performance.


    
      
         


      

      
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      5.06           Litigation.  There
are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of Borrower after due and diligent investigation or threatened, at
law, in equity, in arbitration or before any Governmental Authority, by or
against Borrower or any of its Subsidiaries or against any of their properties
or revenues that (a) purport to affect or pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby, or (b) except for
collections work where a Loan Party is the plaintiff or otherwise as
specifically disclosed in Schedule 5.06, either
individually or in the aggregate, if determined adversely, could reasonably be
expected to have a Material Adverse Effect, and there has been no adverse change
in the status, or financial effect on any Loan Party or any Subsidiary thereof,
of the matters described on Schedule
5.06.

       

      5.07           No Default.  Neither
any Loan Party nor any Subsidiary thereof is in default under or with respect to
any Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  No Default
has occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan
Document.

       

      5.08           Ownership of Property;
Liens.  Each of Borrower and each Subsidiary has good record
and marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
matters of record and such defects in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse
Effect.  The property of Borrower and its Subsidiaries is subject to
no Liens, other than Permitted Liens.

       

      5.09           Environmental
Compliance.  Borrower and its Subsidiaries conduct in the
ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof Borrower has reasonably concluded that, except as
specifically disclosed in Schedule 5.09, such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

       

      5.10           Insurance.  The
properties of Borrower and its Subsidiaries are insured with financially sound
and reputable insurance companies not Affiliates of Borrower, in such amounts
(after giving effect to any self-insurance compatible with the following
standards), with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where Borrower or the applicable Subsidiary operates.

       

      5.11           Taxes.  Borrower and
its Subsidiaries have filed all Federal, state and other material tax returns
and reports required to be filed, and have paid all Federal, state and other
material taxes, assessments, fees and other governmental charges levied or
imposed upon them or their properties, income or assets otherwise due and
payable, except those which are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP.  There is no proposed tax assessment
against Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.


      
        
           


        

        
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      5.12           ERISA
Compliance.  (a)  Each Plan is in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
Federal or state Laws.  Each Plan that is intended to qualify under
Section 401(a) of the Code has received a favorable determination letter from
the IRS or an application for such a letter is currently being processed by the
IRS with respect thereto and, to the best knowledge of Borrower, nothing has
occurred which would prevent, or cause the loss of, such
qualification.  Borrower and each ERISA Affiliate have made all
required contributions to each Plan subject to Section 412 of the Code, and no
application for a funding waiver or an extension of any amortization period
pursuant to Section 412 of the Code has been made with respect to any
Plan.

       

      (b)     
       There are no pending or, to the best
knowledge of Borrower, threatened claims, actions or lawsuits, or action by any
Governmental Authority, with respect to any Plan that could be reasonably be
expected to have a Material Adverse Effect.  There has been no
prohibited transaction or violation of the fiduciary responsibility rules with
respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect.

       

      (c)       
     (i)  No ERISA Event has occurred or is
reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension
Liability; (iii) neither Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability under Title IV of ERISA with respect
to any Pension Plan (other than premiums due and not delinquent under Section
4007 of ERISA); (iv) neither Borrower 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 Section 4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v) neither Borrower nor any ERISA Affiliate has engaged in a
transaction that could be subject to Section 4069 or 4212(c) of
ERISA.

       

      5.13           Subsidiaries.  As of
the Closing Date, Borrower has no Subsidiaries other than those specifically
disclosed in Part (a) of Schedule 5.13, and
all of the outstanding Equity Interests in such Subsidiaries have been validly
issued, are fully paid and nonassessable and are owned by a Loan Party in the
amounts specified on Part (a) of Schedule 5.13 free
and clear of all Liens. Borrower has no equity investments in any other
corporation or entity other than those specifically disclosed in Part(b) of
Schedule
5.13.  All of the outstanding Equity Interests in Borrower have
been validly issued and are fully paid and nonassessable.

       

      5.14           Margin Regulations; Investment
Company Act.  Borrower is not engaged and will not engage,
principally or as one of its important activities, in the business of purchasing
or carrying margin stock (within the meaning of Regulation U issued by the FRB),
or extending credit for the purpose of purchasing or carrying margin
stock.  Following the application of the proceeds of each Borrowing or
drawing under each Letter of Credit, not more than 25% of the value of the
assets (either of Borrower only or of Borrower and its Subsidiaries on a
consolidated basis) subject to the provisions of Section 7.01 or Section 7.05 or
subject to any restriction contained in any agreement or instrument between
Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 8.01(e) will
be margin stock.


      
        
           


        

        
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      5.15           Disclosure.  Borrower
has disclosed to Agent and Lenders all agreements, instruments and corporate or
other restrictions to which it or any of its Subsidiaries is subject, and all
other matters known to it, that, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  No
report, financial statement, certificate or other information furnished (whether
in writing or orally) by or on behalf of any Loan Party to Agent or any Lender
in connection with the transactions contemplated hereby and the negotiation of
this Agreement or delivered hereunder or under any other Loan Document (in each
case, as modified or supplemented by other information so furnished) contains
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 misleading; provided that, with
respect to projected financial information, Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

       

      5.16           Compliance with
Laws.  Each Loan Party and each Subsidiary thereof is in
compliance in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its properties,
except in such instances in which (a) such requirement of Law or order, writ,
injunction or decree is being contested in good faith by appropriate proceedings
diligently conducted or (b) the failure to comply therewith, either individually
or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

       

      5.17           Taxpayer Identification
Number.  Borrower’s true and correct U.S. taxpayer
identification number is set forth on Schedule
10.02.

       

      5.18           Intellectual Property; Licenses,
Etc.  Borrower and its Subsidiaries own, or possess the right
to use, all of the trademarks, service marks, trade names, copyrights, patents,
patent rights, franchises, licenses and other intellectual property rights that
are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person.  To the best
knowledge of Borrower, no slogan or other advertising device, product, process,
method, substance, part or other material now employed, or now contemplated to
be employed, by Borrower or any Subsidiary infringes upon any rights held by any
other Person.  No claim or litigation regarding any of the foregoing
is pending or, to the best knowledge of Borrower, threatened, which, either
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

       

      5.19           Rights in Collateral; Priority of
Liens.  Borrower and each other Loan Party own the property
granted by it as Collateral under the Collateral Documents, free and clear of
any and all Liens in favor of third parties.  Upon the proper filing
of UCC financing statements, and the taking of the other actions required by the
Required Lenders, the Liens granted pursuant to the Collateral Documents will
constitute valid and enforceable first, prior and perfected Liens on the
Collateral in favor of Agent, for the ratable benefit of Agent and
Lenders.

       

      
        ARTICLE
VI.     AFFIRMATIVE
COVENANTS

      

       

      So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, Borrower shall, and shall (except in the case of the
covenants set forth in Sections 6.01, 6.02,  and
6.03) cause
each Subsidiary to:

       

      6.01           Financial
Statements.  Deliver to Agent a sufficient number of copies for
delivery by Agent to each Lender, in form and detail satisfactory to Agent and
the Required Lenders:


      
        
           


        

        
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      (a)              as
soon as available, but in any event within 90 days after the end of each fiscal
year of Borrower, a consolidated and consolidating balance sheet of Borrower and
its Subsidiaries as at the end of such fiscal year, and the related consolidated
and consolidating statements of income or operations, shareholders’ equity and
cash flows for such fiscal year, setting forth in each case in comparative form
the figures for the previous fiscal year, all in reasonable detail and prepared
in accordance with GAAP, such consolidated statements to be audited and
accompanied by (i) a report and opinion of a Registered Public Accounting Firm
of nationally recognized standing reasonably acceptable to the Required Lenders
as to whether such financial statements are free of material misstatement, which
report and opinion shall be prepared in accordance with audit standards of the
Public Company Accounting Oversight Board 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 or with respect to the absence of any material
misstatement and (ii) an opinion of such Registered Public Accounting Firm
independently assessing Borrower’s internal controls over financial reporting in
accordance with Item 308 of SEC Regulation S-K, PCAOB Auditing Standard No. 2,
and Section 404 of Sarbanes-Oxley expressing a conclusion that contains no
statement that there is a material weakness in such internal controls, except
for such material weaknesses as to which the Required Lenders do not object, and
such consolidating statements to be certified by the chief executive officer,
chief financial officer, treasurer or controller of Borrower to the effect that
such statements are fairly stated in all material respects when considered in
relation to the consolidated financial statements of Borrower and its
Subsidiaries;

       

      (b)              as
soon as available, but in any event within 45 days after the end of each of the
first three fiscal quarters of each fiscal year of Borrower, a consolidated and
consolidating balance sheet of Borrower and its Subsidiaries as at the end of
such fiscal quarter, and the related consolidated and consolidating statements
of income or operations, shareholders’ equity and cash flows for such fiscal
quarter and for the portion of Borrower’s fiscal year then ended, setting forth
in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, such consolidated statements to
be certified by the chief executive officer, chief financial officer, treasurer
or controller of Borrower as fairly presenting the financial condition, results
of operations, shareholders’ equity and cash flows of Borrower and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes, and such consolidating statements to
be certified by the chief executive officer, chief financial officer, treasurer
or controller of Borrower to the effect that such statements are fairly stated
in all material respects when considered in relation to the consolidated
financial statements of the Borrower and its Subsidiaries;

       

      (c)              as
soon as available, but in any event within 60 days of the end of each fiscal
year of Borrower, forecasts prepared by management of Borrower, in form
satisfactory to Agent and the Required Lenders, of consolidated and
consolidating balance sheets and statements of income or operations and cash
flows of Borrower and its Subsidiaries on a quarterly basis for the immediately
following fiscal year (including the fiscal year in which the Maturity Date
occurs); and

       

      (d)              as
soon as available, but in any event within 30 days after the end of each
quarter, an accounts receivable aging report for the Borrower and each
Subsidiary; and


      
        
           


        

        
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      (e)              as
soon as available, but in any event within 45 days after the end of each fiscal
quarter of the Borrower, a contract backlog report for the Borrower and its
Subsidiaries.

       

      As to any
information contained in materials furnished pursuant to Section 6.02(d), the
Borrower shall not be separately required to furnish such information under
clause (a) or (b) above, but the foregoing shall not be in derogation of the
obligation of the Borrower to furnish the information and materials described in
clauses (a) and (b) above at the times specified therein.

       

      6.02           Certificates; Other
Information.  Deliver to Agent a sufficient number of copies
for delivery by Agent to each Lender, in form and detail satisfactory to Agent
and the Required Lenders:

       

      (a)              beginning
with such financial statements for the fiscal year of the Borrower ending
December 31, 2010, concurrently with the delivery of the financial statements
referred to in Section
6.01(a) a certificate of the Registered Public Accounting Firm certifying
such financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default under any financial covenant
contained in this Agreement or, if any such Default shall exist, stating the
nature and status of such event;

       

      (b)              concurrently
with the delivery of (i) the financial statements referred to in Sections 6.01(a) and
(b), a duly
completed Compliance Certificate in the form attached hereto as Exhibit D signed by
the chief executive officer, chief financial officer, treasurer or controller of
Borrower;

       

      (c)              promptly
after any request by Agent or any Lender, copies of any detailed audit reports,
management letters or recommendations submitted to the board of directors (or
the audit committee of the board of directors) of Borrower by independent
accountants in connection with the accounts or books of Borrower or any
Subsidiary, or any audit of any of them;

       

      (d)              promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of Borrower,
and copies of all annual, regular, periodic and special reports and registration
statements which Borrower may file or be required to file with the Securities
and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act
of 1934, and not otherwise required to be delivered to Agent pursuant
hereto;

       

      (e)              promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or any Subsidiary thereof pursuant
to the terms of any indenture, loan or credit or similar agreement and not
otherwise required to be furnished to the Lenders pursuant to Section 6.01 or
any other clause of this Section 6.02;

       

      (f)              promptly,
and in any event within five (5) Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence
received from the Securities and Exchange Commission  (or comparable
agency in any applicable non-U.S. jurisdiction) concerning any investigation or
possible investigation or other inquiry by such agency regarding financial or
other operational results of any Loan Party or any Subsidiary thereof;
and


      
        
           


        

        
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      (g)              promptly,
such additional information regarding the business, financial or corporate
affairs of Borrower or any Subsidiary, or compliance with the terms of the Loan
Documents, as Agent or any Lender may from time to time reasonably
request.

       

      Documents
required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(d) (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 10.02; 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 Agent have access
(whether a commercial, third-party website or whether sponsored by the Agent);
provided that:
(i) the Borrower shall deliver paper copies of such documents to the Agent or
any Lender that requests the Borrower to deliver such paper copies until a
written request to cease delivering paper copies is given by the Agent or such
Lender and (ii) the Borrower shall notify the Agent and each Lender (by
telecopier or electronic mail) of the posting of any such documents and provide
to the Agent by electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b) to
the Agent.  Except for such Compliance Certificates, the Agent shall
have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to
monitor compliance by the Borrower with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.

       

      Borrower
hereby acknowledges that (a) Agent will make available to Lenders and the L/C
Issuer materials and/or information provided by or on behalf of Borrower
hereunder (collectively, “Borrower Materials”)
by posting Borrower Materials on IntraLinks or another similar electronic system
(the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to Borrower or its
securities) (each, a “Public
Lender”).  Borrower hereby agrees that (w) all Borrower
Materials that are to be made available to Public Lenders 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,” Borrower shall be deemed to have authorized Agent,
the L/C Issuer and the Lenders to treat the Borrower Materials as not containing
any material non-public information with respect to Borrower or its securities
for purposes of United States Federal and state securities laws (provided, however, that to the
extent the Borrower Materials constitute Information, they shall be treated as
set forth in Section
10.07); (y) all Borrower Materials marked “PUBLIC” are permitted to be
made available through a portion of the Platform designated “Public Investor;”
and (z) Agent shall be entitled to treat the Borrower Materials that are not
marked “PUBLIC” as being suitable only for posting on a portion of the Platform
not designated “Public Investor.

       

      6.03           Notices.  Promptly
after obtaining knowledge thereof, notify Agent and each Lender:

       

      (a)              of
the occurrence of any Default;


      
        
           


        

        
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      (b)              of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of Borrower or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between Borrower or
any Subsidiary and any Governmental Authority; or (iii) the commencement of, or
any material development in, any litigation or proceeding affecting Borrower or
any Subsidiary, including pursuant to any applicable Environmental
Laws;

       

      (c)              of
the occurrence of any ERISA Event;

       

      (d)              of
any material change in accounting policies or financial reporting practices by
Borrower or any Subsidiary; and

       

      (e)              of
the determination by the Registered Public Accounting Firm providing the opinion
required under Section
6.01(a)(ii) (in connection with its preparation of such opinion) or
Borrower’s determination at any time of the occurrence or existence of any
Internal Control Event.

       

      Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of Borrower setting forth details of the occurrence referred
to therein and stating what action Borrower has taken and proposes to take with
respect thereto.  Each notice pursuant to Section 6.03(a) shall
describe with particularity any and all provisions of this Agreement and any
other Loan Document that have been breached.

       

      6.04           Payment of
Obligations.  Pay and discharge as the same shall become due
and payable, all its obligations and liabilities, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by Borrower or
such Subsidiary.

       

      6.05           Preservation of Existence,
Etc.  (a) Preserve, renew and maintain in full force and effect
its legal existence and good standing under the Laws of the jurisdiction of its
organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all
reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and (c) preserve or renew all of its registered
patents, trademarks, trade names and service marks, the non-preservation of
which could reasonably be expected to have a Material Adverse
Effect.

       

      6.06           Maintenance of
Properties.  (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted; (b) make all
necessary repairs thereto and renewals and replacements thereof except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.

       

      6.07           Maintenance of
Insurance.  Maintain with financially sound and reputable
insurance companies not Affiliates of Borrower, insurance with respect to its
properties and business against loss or damage of the kinds customarily insured
against by Persons engaged in the same or similar business, of such types and in
such amounts (after giving effect to any self-insurance compatible with the
following standards) as are customarily carried under similar circumstances by
such other Persons and providing for not less than 30 days’ prior notice to
Agent of termination, lapse or cancellation of such insurance.


      
        
           


        

        
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      6.08           Compliance with
Laws.  Comply in all material respects with the requirements of
all Laws and all orders, writs, injunctions and decrees applicable to it or to
its business or property, except in such instances in which (a) such requirement
of Law or order, write, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse
Effect.

       

      6.09           Books and
Records.  (a)  Maintain proper books of record and
account, in which full, true and correct entries in conformity with GAAP
consistently applied shall be made of all financial transactions and matters
involving the assets and business of Borrower or such Subsidiary, as the case
may be; and (b) maintain such books of record and account in material conformity
with all applicable requirements of any Governmental Authority having regulatory
jurisdiction over Borrower or such Subsidiary, as the case may
be.  Borrower shall maintain at all times books and records pertaining
to the Collateral in such detail, form and scope as Agent or any Lender shall
reasonably require.

       

      6.10           Inspection
Rights.  No more than one time per calendar year, unless an
Event of Default shall exist, permit representatives and independent contractors
of Agent and each Lender to visit and inspect any of its properties, to examine
its corporate, financial and operating records, and make copies thereof or
abstracts therefrom, and to discuss its affairs, finances and accounts with its
directors, officers, and independent public accountants, all at the expense of
Borrower and at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to Borrower; provided, however, that when an
Event of Default exists Agent or any Lender (or any of their respective
representatives or independent contractors) may do any of the foregoing at the
expense of Borrower at any time during normal business hours and without advance
notice. In addition to the foregoing, the Borrower agrees that Administrative
Agent may conduct field examinations with respect to the Borrower and its
Subsidiaries at any time, provided that if at
the time the Administrative Agent notifies the Borrower that it intends to
conduct any such field examination, (i) no Event of Default exists and (ii) the
Consolidated Leverage Ratio does not exceed 2.50 to 1.00, then such field
examination shall be at the sole cost and expense of the Lenders, at all other
times, any such field examination shall be at the sole cost and expense of the
Borrower.  Notwithstanding anything provided herein to the contrary,
Borrower also agrees that the Required Lenders may, in their sole discretion,
modify or adjust (i) the frequency of field examinations, and (ii) the type and
frequency of any reporting required hereunder, based on the results of any field
examination.

       

      6.11           Use of
Proceeds.  Use the proceeds of the Credit Extensions for (i)
for the prepayment of all outstanding amounts under the Existing Credit
Agreement, and (ii) for working capital, capital expenditures, Permitted
Acquisitions and other general corporate purposes, in each case not in
contravention of any Law or of any Loan Document.

       

      
        
          
          

        

        
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      6.12           Financial
Covenants.

       

      (a)              Consolidated Asset Coverage
Ratio.  Maintain a Consolidated Asset Coverage Ratio of not
less than 1.00 to 1.00 at all times.  This ratio will be reported at
the end of each quarter.

      


      (b)              Consolidated Leverage
Ratio.  Maintain a Consolidated Leverage Ratio at any time not
exceeding 3.50 to 1.00.  This ratio will be reported at the end of
each reporting period for which this Agreement requires the Borrower to deliver
financial statements (pursuant to Sections 6.01(a) or
6.01(b), as
applicable), using the results of the twelve-month period ending with that
reporting period).

       

      (c)              Consolidated Fixed Charge
Coverage Ratio.  Maintain at all times a Consolidated Fixed
Charge Coverage Ratio of not less than 1.50 to 1.00.  This ratio will
be reported at the end of each reporting period for which this Agreement
requires the Borrower to deliver financial statements (pursuant to Sections 6.01(a) or
6.01(b), as
applicable), using the results of the twelve-month period ending with that
reporting period).

       

      6.13           Additional
Subsidiaries.  Notify the Administrative Agent at the time that
any Person becomes a Subsidiary, and promptly thereafter (and in any event
within 30 days), cause such Person to (a) if such Subsidiary is a Domestic
Subsidiary, (1) to become a Guarantor under the Guaranty by executing a Guaranty
Joinder Agreement with respect thereto, (2) become a grantor under the Security
Agreement by executing and delivering a Security Agreement Joinder Agreement
with respect thereto, and (3) if such Subsidiary owns any Equity Interests in
any Person, become a grantor under the Pledge Agreement by executing and
delivering a Pledge Joinder Agreement with respect thereto; (b) if such
Subsidiary is a Foreign Subsidiary, to the extent required by the Required
Lenders, become a Guarantor under the Guaranty by executing and delivering to
the Administrative Agent a joinder agreement with respect thereto (or such other
document as the Administrative Agent shall deem appropriate for such purpose);
(c) execute and deliver such other documents as the Administrative Agent shall
deem appropriate in connection with subsections (a) and (b); and (c) deliver to
Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and
favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the
documentation referred to in clause (a)), all in form, content and scope
reasonably satisfactory to Agent.

       

      6.14           Collateral
Records.  To execute and deliver promptly, and to cause each
other Loan Party to execute and deliver promptly, to Agent, from time to time,
solely for Agent’s convenience in maintaining a record of the Collateral, such
written statements and schedules as Agent may reasonably require designating,
identifying or describing the Collateral.  The failure by Borrower or
any other Loan Party, however, to promptly give Agent such statements or
schedules shall not affect, diminish, modify or otherwise limit the Liens on the
Collateral granted pursuant to the Collateral Documents.


      
        
           


        

        
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      6.15           Security
Interests.  To, and to cause each other Loan Party to, (a)
defend the Collateral against all claims and demands of all Persons at any time
claiming the same or any interest therein, (b) comply with the requirements of
all state and federal laws in order to grant to Agent and Lenders valid and
perfected first priority security interests in the Collateral, with perfection,
in the case of any investment property, deposit account or letter of credit,
being effected by giving Agent control of such investment property or deposit
account or letter of credit, rather than by the filing of a Uniform Commercial
Code (“UCC”) financing statement with respect to such investment property, and
(c) do whatever Agent may reasonably request, from time to time, to effect the
purposes of this Agreement and the other Loan Documents, including filing
notices of liens, UCC financing statements, fixture filings and amendments,
renewals and continuations thereof; cooperating with Agent’s representatives;
keeping stock records; obtaining waivers from landlords and mortgagees and from
warehousemen and their landlords and mortgages; and, paying claims which might,
if unpaid, become a Lien on the Collateral.  Agent is hereby
authorized by Borrower to file any UCC financing statements covering the
Collateral whether or not Borrower’s signatures appear thereon.

       

      
        ARTICLE
VII.     NEGATIVE
COVENANTS

      

       

      So long
as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall
remain outstanding, Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly:

       

      7.01           Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following
(each of the following being a “Permitted
Lien”):

       

      (a)              Liens
pursuant to any Loan Document;

       

      (b)              Liens
existing on the date hereof and listed on Schedule 7.01 and any
renewals or extensions thereof, provided that (i) the
property covered thereby is not changed, (ii) the amount secured or benefited
thereby is not increased except as contemplated by Section 7.03(b),
(iii) the direct or any contingent obligor with respect thereto is not changed,
and (iv)  and any renewal or extension of the obligations secured or
benefited thereby is permitted by Section
7.03(b);

       

      (c)              Liens
for taxes, assessments, or governmental charges or levies not yet due or which
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;

       

      (d)              carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than 30 days or which 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;

       

      (e)              pledges
or deposits in the ordinary course of business in connection with workers’
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;

       

      (f)              deposits
to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety bonds, performance bonds and other
obligations of a like nature incurred in the ordinary course of
business;


      
        
           


        

        
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      (g)              easements,
rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of the
applicable Person;

       

      (h)              Liens
securing judgments for the payment of money not constituting an Event of Default
under Section
8.01(h);

       

      (i)              Liens
securing Indebtedness permitted under Section 7.03(e);
provided that
(i) such Liens do not at any time encumber any property other than the property
financed by such Indebtedness and (ii) the Indebtedness secured thereby does not
exceed the cost or fair market value, whichever is lower, of the property being
acquired on the date of acquisition;

       

      (j)              Contractual
Liens of landlords which secure amounts not yet due and payable;

       

      (k)              Liens
deemed to exist in connection with Investments in repurchase agreements
permitted hereunder;

       

      (l)              leases
or subleases granted to others not interfering in any material respect with a
Loan Party’s business;

       

      (m)              Liens
on the interest of any Person (other than the Borrower or any Subsidiary) in any
property leased by such Person to a Borrower or any Subsidiary;

       

      (n)              any
interest of title of a lessor under, and Liens arising from UCC financing
statements (or equivalent filings, registrations or agreements in foreign
jurisdictions) relating to leases permitted by this Agreement;

       

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

       

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

       

      (q)              rights
of licensors and licensees under licenses of trademarks, service marks, trade
names, copyrights, patents, patent rights, franchises, licenses and other
intellectual property rights entered into in the ordinary course of business or
in connection with any Permitted Acquisition;

       

      (r)              Liens
of sellers of goods to a Loan Party arising under Article 2 of the Uniform
Commercial Code or similar provisions of applicable law in the ordinary course
of business, covering only the goods sold and securing only the unpaid purchase
price for such goods and related expenses; and

       

      (s)              Liens
(other than Liens described in the foregoing clauses) securing obligations not
exceeding $3,000,000 in an aggregate principal amount outstanding at any time;
provided that such Liens shall be limited to specific property and shall not be
blanket Liens.


      
        
           


        

        
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      7.02           Investments.  Make
any Investments, except:

       

      (a)              Investments
held by Borrower or such Subsidiary in the form of cash or cash equivalents or
short-term marketable debt securities so long as such Investments are held in an
account in which the Agent has a first-priority, perfected Lien;

       

      (b)              advances
to officers, directors and employees of Borrower and Subsidiaries in an
aggregate amount not to exceed $500,000 at any time outstanding, for travel,
entertainment, relocation and analogous ordinary business purposes;

       

      (c)              Investments
of Borrower in any Guarantor and Investments of any wholly-owned Subsidiary in
Borrower or in any Guarantor;

       

      (d)              Investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;

       

      (e)              Guarantees
permitted by Section
7.03;

       

      (f)              Investments
by the Borrower in shares of its capital stock in connection with a stock
repurchase program implemented after the date hereof; provided that prior
to the implementation of any such stock repurchase program, such stock
repurchase program must be approved in all material respects by the
Administrative Agent, such approval not to be unreasonably withheld; provided further that any
Investments by the Borrower in shares of its capital stock in connection with
such approved stock repurchase programs in excess of $3,000,000 in any period of
twelve (12) consecutive months shall require the written consent of the Required
Lenders thereto.

       

      (g)              Permitted
Acquisitions and temporary Investments in Domestic Subsidiaries, and subject to
Section 7.12,
Foreign Subsidiaries created solely for the purpose of effecting Permitted
Acquisitions;

       

      (h)              Other
Investments existing on the date hereof and listed on Schedule 7.02 and any
renewals, refinancings or extensions thereof, provided that (i) the terms of any
such renewal, refinancing or extension, taken as a whole, are no less favorable
than the terms of any agreement or instrument governing the Investment being
renewed, refinanced or extended, and (ii) such renewal, refinancing or extension
will not alter any financial forecasts of the Borrower and its Subsidiaries
delivered pursuant to Section 6.01(c) in
any materially adverse respect.

       

      7.03           Indebtedness.  Create,
incur, assume or suffer to exist any Indebtedness, except:

       

      (a)              Indebtedness
under the Loan Documents;


      
        
           


        

        
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      (b)              Indebtedness
outstanding on the date hereof and listed on Schedule 7.03 and any
refinancings, refundings, renewals or extensions thereof; provided that (i) the
amount of such Indebtedness is not increased at the time of such refinancing,
refunding, renewal or extension except by an amount equal to a reasonable
premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any
existing commitments unutilized thereunder and (ii) the terms relating to
principal amount, amortization, maturity, collateral (if any) and subordination
(if any), and other material terms taken as a whole, of any such refinancing,
refunding, renewing or extending Indebtedness, and of any agreement entered into
and of any instrument issued in connection therewith, are no less favorable in
any material respect to the Loan Parties or Lenders than the terms of any
agreement or instrument governing the Indebtedness being refinanced, refunded,
renewed or extended and the interest rate applicable to any such refinancing,
refunding, renewing or extending Indebtedness does not exceed the then
applicable market interest rate;

       

      (c)              Guarantees
of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted
hereunder of Borrower or any wholly-owned Subsidiary;

       

      (d)              obligations
(contingent or otherwise) of Borrower or any Subsidiary existing or arising
under any Swap Contract, provided that (i)
such obligations are (or were) entered into by such Person in the ordinary
course of business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person, and not for purposes of speculation or taking a “market view;” and (ii)
such Swap Contract does not contain any provision exonerating the non-defaulting
party from its obligation to make payments on outstanding transactions to the
defaulting party; and

       

      (e)              Indebtedness
in respect of capital leases, Synthetic Lease Obligations and purchase money
obligations for fixed or capital assets within the limitations set forth in
Section
7.01(i); provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $3,000,000;

       

      (f)              Indebtedness
owing to the Borrower or a Guarantor;

       

      (g)              Indebtedness
under surety bonds, performance bonds, fidelity bonds and other obligations of a
like nature incurred in the ordinary course of business;

       

      (h)              Indebtedness
that may be deemed to exist under the agreements relating to any Acquisition or
Disposition as a result of the obligation of the Borrower or Subsidiary to pay
indemnification, contingent purchase price payments or other purchase price
adjustments or similar obligations;

       

      (i)              Indebtedness
constituting Investments permitted under Section 7.02;
and

       

      (j)              unsecured
Indebtedness evidenced by the Subordinated Seller Notes.

       

      7.04           Fundamental
Changes.  Merge, dissolve, liquidate, consolidate with or into
another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:


      
        
           


        

        
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      (a)              any
Subsidiary may merge or consolidate with (i) Borrower, provided that
Borrower shall be the continuing or surviving Person, (ii) any one or more other
Subsidiaries, provided that when
any wholly-owned Subsidiary is merging or consolidating with another Subsidiary,
the wholly-owned Subsidiary shall be the continuing or surviving Person, and,
provided
further that if a Guarantor is merging or consolidating with another
Subsidiary, the Guarantor shall be the continuing or surviving Person; and (iii)
with any Person that is not a Loan Party in connection with any Permitted
Acquisition provided that the ultimate surviving entity becomes a Loan Party
within thirty (30) days of such merger or consolidation;

       

      (b)              any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to Borrower or to another Subsidiary; provided that if the
transferor in such a transaction is a wholly-owned Subsidiary, then the
transferee must either be the Borrower, a Guarantor or a wholly-owned
Subsidiary, and, provided further that if the
transferor of such assets is a Guarantor, the transferee must either be Borrower
or a Guarantor; and

       

      (c)              any
Disposition permitted under Section 7.05 shall be
permitted under this Section.

       

      7.05           Dispositions.  Make
any Disposition or enter into any agreement to make any Disposition,
except:

       

      (a)              Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;

       

      (b)              Dispositions
of inventory, software or intellectual property in the ordinary course of
business;

       

      (c)              Dispositions
of equipment or real 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 reasonably promptly applied to the purchase
price of such replacement property;

       

      (d)              Dispositions
of property by any Subsidiary to Borrower or to a Guarantor or to a wholly-owned
Subsidiary; provided that if the
transferor of such property is a Guarantor, the transferee thereof must either
be Borrower or a Guarantor;

       

      (e)              Dispositions
permitted by Sections
7.02 and 7.04;

       

      (f)              Dispositions
resulting from casualty loss or condemnation in accordance with the terms of the
Security Agreement; and

       

      (g)              Dispositions
of accounts receivable by NSS to Avnet, Inc. pursuant to the terms of that
certain Partner Agreement, Agreement No. P41207035, between Avnet, Inc. and
NSS;

       

      provided, however, that any
Disposition pursuant to clauses (a) through (g) shall be for fair market
value.

       

      7.06           Restricted
Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
or issue or sell any Equity Interests, except that, so long as no Default shall
have occurred and be continuing at the time of any action described below or
would result therefrom:


      
        
           


        

        
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      (a)              each
Subsidiary may make Restricted Payments to Borrower, Guarantors and any other
Person that owns an Equity Interest in such Subsidiary, ratably according to
their respective holdings of the type of Equity Interest in respect of which
such Restricted Payment is being made;

       

      (b)              Borrower
and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person;

       

      (c)              Borrower
and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests
issued by it with the proceeds received from the substantially concurrent issue
of new shares of its common stock or other common Equity Interests;

       

      (d)              The
Borrower may declare and make Ordinary Dividends so long as after giving effect
thereto there is no Default; and

       

      (e)              Restricted
Payments permitted by Section
7.02(f).

       

      7.07           Acquisitions.  Enter
into any agreement, contract, binding commitment or other arrangement providing
for any Acquisition, or take any action to solicit the tender of securities or
proxies in respect thereof in order to effect any Acquisition, unless (a) the
Person to be (or whose assets are to be) acquired does not oppose such
Acquisition and the line or lines of business of the Person to be acquired are
(i) the provision of services primarily in the governmental contracting field,
or (ii) substantially the same as one or more line or lines of business
conducted by Borrower and its Subsidiaries, or substantially related or
incidental thereto, (b) no Default or Event of Default shall have occurred and
be continuing and the representations and warranties contained in Section 5.06 shall be
true and correct, in each case, immediately prior to and immediately after
giving effect to such Acquisition, (c) the Person acquired shall be a
wholly-owned Subsidiary, or be merged into the Borrower, a Guarantor or any
wholly-owned Subsidiary, immediately upon consummation of the Acquisition (or if
assets are being acquired, the acquirer shall be the Borrower, a Guarantor or
any wholly-owned Subsidiary), (d) after giving effect to such Acquisition, the
aggregate Costs of Acquisition incurred during any period of twelve (12)
consecutive months in which such Acquisition is made shall not exceed
$20,000,000, and (e) immediately after giving effect to any such Acquisition the
difference between the Aggregate Commitments and the Total Outstandings shall
not be less than $5,000,000; provided that, prior
to effecting any such transaction, the Borrower shall have furnished to Agent
(i) pro forma historical financial statements as of the end of the most recently
completed fiscal year of the Borrower and most recent interim fiscal quarter, if
applicable, giving effect to such Acquisition and (ii) a Compliance Certificate
prepared on a historical pro forma basis as of the most recent date for which
financial statements have been furnished pursuant to Section 6.01(a) or
(b) giving
effect to such Acquisition, which certificate shall demonstrate that immediately
after giving effect to such Acquisition (including,  without
limitation, any Borrowings related thereto)  (A) the Consolidated
Leverage Ratio would not exceed 2.50 to 1.00, and (B) no Default or Event of
Default would then exist.  Each Acquisition complying with the terms
of this Section
7.07, or otherwise consented to by the Required Lenders in writing is
referred to herein as a “Permitted
Acquisition.”  The parties acknowledge that the Borrower may
from time to time seek the consent of the Required Lenders to an Acquisition
that does not conform to the requirements of this Section 7.07, provided that the
Required Lenders shall have no obligation to give such consent.


      
        
           


        

        
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      7.08           Change in Nature of
Business.  Engage in any material line of business
substantially different from those lines of business conducted by Borrower and
its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.

       

      7.09           Transactions with
Affiliates.  Enter into any transaction of any kind with any
Affiliate of Borrower, whether or not in the ordinary course of business, other
than on fair and reasonable terms substantially as favorable to Borrower or such
Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in
a comparable arm’s length transaction with a Person other than an Affiliate,
provided that the foregoing restriction shall not apply to transactions between
or among Borrower and any Guarantor or between and among
Guarantors.

       

      7.10           Burdensome
Agreements.  Enter into any Contractual Obligation (other than
this Agreement or any other Loan Document) that (a) limits the ability (i) of
any Subsidiary to make Restricted Payments to Borrower or any Guarantor or to
otherwise transfer property to Borrower or any Guarantor, (ii) of any Subsidiary
to Guarantee the Indebtedness of Borrower or (iii) of Borrower or any Subsidiary
to create, incur, assume or suffer to exist Liens on property of such Person;
provided, however, that this
clause (iii) shall not prohibit any negative pledge incurred or provided in
favor of any holder of Indebtedness permitted under Section 7.03(e) or
any Permitted Lien solely to the extent any such negative pledge relates to the
property financed by or the subject of such Indebtedness or Permitted Lien, any
customary restriction or condition contained in any agreement relating to any
Disposition permitted under this Agreement, or the anti-assignment provisions
applicable to any contract with a Governmental Authority; or (b) requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to
secure another obligation of such Person.

       

      7.11           Use of
Proceeds.  Use the proceeds of any Credit Extension, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the FRB)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such
purpose.

       

      7.12           Foreign
Subsidiaries.  Create, acquire or permit to exist any direct or
indirect Subsidiary of the Company that is not a Domestic Subsidiary unless such
Subsidiary becomes a Guarantor in accordance with Section
6.13.

       

      7.13           Prepayments, Etc. of
Indebtedness.  Prepay, redeem, purchase, defease or otherwise
satisfy prior to the scheduled maturity thereof in any manner, or make any
payment in violation of any subordination terms of, any Indebtedness permitted
by Section
7.03(i), except that the Borrower may prepay the Seller Subordinated
Notes in an amount not to exceed the aggregate outstanding principal amount
thereof on the Closing Date.


      
        
           


        

        
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      7.14           Amendment, Etc. of
Indebtedness.  Amend, modify or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of the
terms of any agreement or instrument governing or evidencing any Indebtedness
permitted by Section
7.03(i) in any manner without the prior consent of the Required
Lenders.

       

      
        ARTICLE
VIII.     EVENTS
OF DEFAULT AND REMEDIES

      

       

      8.01           Events of
Default.  Any of the following shall constitute an Event of
Default:

       

      (a)              Non-Payment.  Borrower
or any other Loan Party fails to pay any amount of principal of any Loan or any
L/C Obligation, any interest on any Loan or on any L/C Obligation, any fee due
hereunder or any other amount payable hereunder or under any other Loan Document
upon the earlier to occur of (i) within five (5) days of when and as required to
be paid herein, or (ii) the Maturity Date; or

       

      (b)              Specific
Covenants.  Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.13 or 6.16 or Article VII, or any
Guarantor fails to perform or observe any term, covenant or agreement contained
in the Guaranty; or

       

      (c)              Other
Defaults.  (i) Any Loan Party fails to perform or observe any
other covenant or agreement (not specified in subsection (a) or (b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days after the earlier of knowledge of any Loan Party
thereof or notice thereof from the Administrative Agent (it being agreed that
for purposes of this sub-section, the term “knowledge” of any Loan Party shall
mean the actual knowledge of the president, treasurer, any vice president, or
secretary (or such other officer exercising a comparable function to any of the
foregoing) of the event or events giving rise to such failure), or (ii) any
default or Event of Default occurs under any other Loan Document;
or

       

      (d)              Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of Borrower or any other
Loan Party herein, in any other Loan Document, or in any document delivered in
connection herewith or therewith shall be incorrect or misleading when made or
deemed made; or

       

      (e)              Cross-Default.  (i)
Borrower or any Subsidiary (A) fails to make any payment when due (whether by
scheduled maturity, required prepayment, acceleration, demand, or otherwise) in
respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and
Indebtedness under Swap Contracts) having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
the Threshold Amount, or (B) fails to observe or perform any other agreement or
condition relating to any such Indebtedness or Guarantee or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event occurs, the effect of which default or other event after giving effect to
applicable grace periods is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be
demanded; or (ii) there occurs under any Swap Contract an Early Termination Date
(as defined in such Swap Contract) resulting from (A) any event of default under
such Swap Contract as to which Borrower or any Subsidiary is the Defaulting
Party (as defined in such Swap Contract) or (B) any Termination Event (as so
defined) under such Swap Contract as to which Borrower or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by Borrower or such Subsidiary as a result thereof is greater than the
Threshold Amount; or


      
        
           


        

        
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      (f)              Insolvency Proceedings,
Etc.  Any Loan Party or any of its Subsidiaries institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or

       

      (g)              Inability to Pay Debts;
Attachment.  (i) Borrower or any Subsidiary becomes unable or
admits in writing its inability or fails generally to pay its debts as they
become due, or (ii) any writ or warrant of attachment or execution or similar
process is issued or levied against all or any material part of the property of
any such Person and is not released, vacated or fully bonded within 30 days
after its issue or levy; or

       

      (h)              Judgments.  There
is entered against Borrower or any Subsidiary (i) one or more final judgments or
orders for the payment of money in an aggregate amount (as to all such judgments
or orders) exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute
coverage), or (ii) any one or more non-monetary final judgments that have, or
could reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect and, in either case, (A) enforcement proceedings are
commenced by any creditor upon such judgment or order, or (B) there is a period
of 30 consecutive days during which a stay of enforcement of such judgment, by
reason of a pending appeal or otherwise, is not in effect; or

       

      (i)              ERISA.  (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of Borrower
under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in
an aggregate amount in excess of the Threshold Amount, or (ii) Borrower 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 in
excess of the Threshold Amount; or


      
        
           


        

        
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      (j)              Invalidity of Loan
Documents.  Any Loan Document  or any provision
thereof, at any time after its execution and delivery and for any reason other
than as expressly permitted hereunder or thereunder or satisfaction in full of
all the Obligations, ceases to be in full force and effect; or any Loan Party or
any other Person contests in any manner the validity or enforceability of any
Loan Document or any provision thereof; or any Loan Party denies that it has any
or further liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any Loan Document or any provision thereof;
or

       

      (k)              Change of
Control.  There occurs any Change of Control with respect to
Borrower or any Guarantor; or

       

      (l)              Debarment.  With
respect to the Borrower or any Loan Party, there occurs any debarment of such
Person from contracting or subcontracting with the government of the United
States (including any agency, authority or instrumentality
thereof).

       

      8.02           Remedies Upon Event of
Default.  If any Event of Default occurs and is continuing,
Agent shall, at the request of, or may, with the consent of, the Required
Lenders, take any or all of the following actions:

       

      (a)              declare
the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and
obligation shall be terminated;

       

      (b)              declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived by Borrower;

       

      (c)              require
that Borrower Cash Collateralize the L/C Obligations (in an amount equal to the
then Outstanding Amount thereof); and

       

      (d)              exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan
Documents;

       

      provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to Borrower under the Bankruptcy Code of the United States, the obligation of
each Lender to make Loans and any obligation of the L/C Issuer to make L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of Agent or any Lender.

       

      8.03           Application of
Funds.  After the exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable and the
L/C Obligations have automatically been required to be Cash Collateralized as
set forth in the proviso to Section 8.02), any
amounts received on account of the Obligations shall, subject to the provisions
of Sections
2.15 and 2.16,  be
applied by Agent in the following order:


      
        
           


        

        
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      First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including all reasonable fees, charges and disbursements of any
law firm or other external counsel to Agent and amounts payable under Article III) payable
to Agent in its capacity as such;

       

      Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and L/C Fees) payable to Lenders and the L/C
Issuer (including fees, charges and disbursements of counsel to the respective
Lenders and the L/C Issuer and amounts payable under Article III), ratably
among them in proportion to the respective amounts described in this clause
Second payable
to them;

       

      Third, to payment of
that portion of the Obligations constituting accrued and unpaid L/C Fees and
interest on the Loans, L/C Borrowings and other Obligations, ratably among
Lenders and the L/C Issuer in proportion to the respective amounts described in
this clause Third payable to
them;

       

      Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans and
L/C Borrowings, ratably among Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Fourth held by
them;

       

      Fifth, to Agent for
the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit to
the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and
2.15;
and

       

      Sixth, to payment of
(i) Swap Termination Values owing to any Hedge Bank arising under any Secured
Hedge Agreement that shall have been terminated and as to which the Agent shall
have received notice of such termination and the Swap Termination Value thereof
from the applicable Hedge Bank and (ii) amounts owing to any Cash Management
Bank under any Secured Cash Management Agreement and as to which the Agent shall
have received notice of such amount from the applicable Cash Management Bank,
ratably among them in proportion to the respective amounts described in this
clause Sixth
payable to them;

       

      Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to
Borrower or as otherwise required by Law.

       

      Subject
to Sections
2.03(c) and 2.15, amounts used to
Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fifth
above shall be applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.


      
        
           


        

        
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              ARTICLE
      IX.

            	
              ADMINISTRATIVE
      AGENT

            


    

     

    9.01   
    Appointment and Authorization of
Administrative Agent.   Each of the Lenders and the L/C
issuer hereby irrevocably appoints Bank of America to act on its behalf as
Administrative Agent hereunder and under the other Loan Documents  and
authorizes Agent to take such actions on its behalf and to exercise such powers
as are delegated to Agent by the terms hereof and thereof, together with such
actions and powers as are reasonably incidental thereto.  The
provisions of this Article are solely for the benefit of Agent, the Lenders and
the L/C Issuer, and neither Borrower nor any other Loan Party shall have rights
as a third party beneficiary of any of such provisions.

     

    (b)  Agent
shall also act as the “collateral agent” under the Loan Documents, and each of
the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent
to act as the agent of such Lender and the L/C Issuer 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 Obligations, together with such powers and
discretion as are reasonably incidental thereto.  In this connection,
Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact
appointed by Agent pursuant to Section 9.05 or
otherwise for purposes of holding or enforcing any Lien on the Collateral (or
any portion thereof) granted under the Collateral Documents, or for exercising
any rights and remedies thereunder at the direction of Agent), shall be entitled
to the benefits of all provisions of this Article IX and Article X, 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.

     

    9.02    
   Rights as a
Lender.  The Person serving as 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 Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise
requires, include the Person serving as 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 Borrower or any Subsidiary
or other Affiliate thereof as if such Person were not Agent hereunder and
without any duty to account therefor to  Lenders.

     

    9.03     
  Exculpatory
Provisions.  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,
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 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 Agent
shall not be required to take any action that, in its opinion or the opinion of
its counsel, may expose Agent to liability or that is contrary to any Loan
Document or applicable Law; and


    
      
         


      

      
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    (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 Borrower or any of its Affiliates that is communicated
to or obtained by the Person serving as 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 be necessary, or as Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 8.02
and 10.01) or
(ii) in the absence of its own gross negligence or willful
misconduct.  Agent shall be deemed not to have knowledge of any
Default unless and until written notice describing such Default is given to
Agent by Borrower, a Lender or the L/C Issuer.  Agent 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 (v) 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 Agent.

     

    9.04       Reliance by Administrative
Agent.  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.  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 L/C Issuer, Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless Agent shall
have received notice to the contrary from such Lender or the L/C Issuer prior to
the making of such Loan or the issuance of such Letter of
Credit.  Agent may consult with legal counsel (who may be counsel for
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.

     

    9.05       Delegation of
Duties.   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 Agent.  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 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 Agent.


    
      
         


      

      
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    9.06        Resignation of
Agent.  Agent may at any time give notice of its resignation to
Lenders, the L/C Issuer and Borrower.  Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with
Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States.  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 Agent gives notice of its resignation, then the
retiring  Agent may on behalf of Lenders and the L/C Issuer, appoint a
successor Agent meeting the qualifications set forth above; provided that if
Agent shall notify 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 (1) the retiring 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 Agent on
behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the
retiring  Agent shall continue to hold such collateral security until
such time as a successor Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through Agent
shall instead be made by or to each Lender and the L/C Issuer directly, until
such time as the Required Lenders appoint a successor Agent as provided for
above in this Section.  Upon the acceptance of a successor’s
appointment as Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Agent, and the retiring 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 Borrower to a successor Agent shall be the same as those payable
to its predecessor unless otherwise agreed between Borrower and such
successor.  After the retiring Agent’s resignation hereunder and under
the other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring 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.

     

    Any
resignation by Bank of America as Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swing Line Lender.  Upon
the acceptance of a successor’s appointment as Agent hereunder, (a) such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring L/C Issuer and Swing Line Lender, (b) the
retiring L/C Issuer and Swing Line Lender shall be discharged from all of their
respective duties and obligations hereunder or under the other Loan Documents,
and (c) the successor L/C Issuer shall issue letters of credit in substitution
for the Letters of Credit, if any, outstanding at the time of such succession or
make other arrangements satisfactory to the retiring L/C Issuer to effectively
assume the obligations of the retiring L/C Issuer with respect to such Letters
of Credit.

     

    9.07        Non-Reliance on Agent and Other
Lenders.  Each Lender and the L/C Issuer acknowledges that it
has, independently and without reliance upon 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 L/C Issuer also acknowledges that it
will, independently and without reliance upon Agent or any other Lender or any
of their Related Parties 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 Loan Document
or any related agreement or any document furnished hereunder or
thereunder.


    
      
         


      

      
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    9.08        No Other Duties,
Etc.  Anything herein to the contrary notwithstanding, no
Lender holding a title listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as Agent, a Lender or the L/C
Issuer hereunder.

     

    9.09        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,
Agent (irrespective of whether the principal of any Loan or L/C Obligation shall
then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether Agent shall have made any demand on 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, L/C Obligations and all other 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 Lenders, the L/C Issuer and Agent
(including any claim for the reasonable compensation, expenses, disbursements
and advances of Lenders, the L/C Issuer  and Agent and their
respective agents and counsel and all other amounts due Lenders, the L/C Issuer
and Agent under Sections 2.03(h) and
(j), 2.09 and 10.04) 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 L/C Issuer to make such payments to Agent and, in the event that
Agent shall consent to the making of such payments directly to Lenders
and  the L/C Issuer, to pay to Agent any amount due for the reasonable
compensation, expenses, disbursements and advances of Agent and its agents and
counsel, and any other amounts due Agent under Sections 2.09 and
10.04.  Nothing
contained herein shall be deemed to authorize Agent to authorize or consent to
or accept or adopt on behalf of any Lender or the L/C Issuer any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or the L/C Issuer or to authorize Agent to vote in
respect of the claim of any Lender or the L/C Issuer in any such
proceeding.

     

    9.10        Guaranty
Matters.  Each Lender and the L/C Issuer hereby irrevocably
authorizes Agent, at its option and in its discretion, to release any Guarantor
from its obligations under the Guaranty if such Person ceases to be a Subsidiary
as a result of a transaction permitted hereunder.  Upon request by
Agent at any time, each Lender and the L/C Issuer will confirm in writing
Agent’s authority to release any Guarantor from its obligations under the
Guaranty pursuant to this Section
9.10.


    
      
         


      

      
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    9.11       Collateral Matters.
(a)  Each Lender and the L/C Issuer hereby irrevocably
authorizes and directs Agent to enter into the Collateral Documents for the
benefit of such Lender and the L/C Issuer.  Each Lender and the L/C
Issuer hereby agrees, and each holder of any Note by the acceptance thereof will
be deemed to agree, that, except as otherwise set forth in Section 10.01, any
action taken by the Required Lenders, in accordance with the provisions of this
Agreement or the Collateral Documents, and the exercise by the Required Lenders
of the powers set forth herein or therein, together with such other powers as
are reasonably incidental thereto, shall be authorized and binding upon all of
Lenders and the L/C Issuer.  Agent is hereby authorized (but not
obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity
of any notice to or further consent from any Lender or the L/C Issuer from time
to time prior to, an Event of Default, to take any action with respect to any
Collateral or Collateral Documents which may be necessary to perfect and
maintain perfected the Liens upon the Collateral granted pursuant to the
Collateral Documents.

     

    (b)          Each
Lender and the L/C issuer hereby irrevocably authorize Agent, at its option and
in its discretion,

     

    (i)           to
release any Lien on any property granted to or held by Agent under any Loan
Document (A) upon termination of the Aggregate Commitments and payment in full
of all Obligations (other than contingent indemnification obligations) and the
expiration or termination of all Letters of Credit, (B) that is sold or to be
sold as part of or in connection with any sale permitted hereunder or under any
other Loan Document, (C) subject to Section 10.01, if
approved, authorized or ratified in writing by the Required Lenders, or (D) in
connection with any foreclosure sale or other disposition of Collateral after
the occurrence of an Event of Default; and

     

    (ii)          to
subordinate any Lien on any property granted to or held by Agent under any Loan
Document to the holder of any Lien on such property that is permitted by this
Agreement or any other Loan Document.

     

    Upon
request by Agent at any time, each Lender and the L/C Issuer will confirm in
writing Agent’s authority to release or subordinate its interest in particular
types or items of Collateral pursuant to this Section
9.11.

    


    (c)           Subject
to (b) above, Agent shall, and is hereby irrevocably authorized by each Lender
and the L/C Issuer, to execute such documents as may be necessary to evidence
the release or subordination of the Liens granted to Agent for the benefit of
Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the
applicable Collateral; provided that (i) Agent shall not be required to execute
any such document on terms which, in Agent’s opinion, would expose Agent to or
create any liability or entail any consequence other than the release or
subordination of such Liens without recourse or warranty and (ii) such release
or subordination shall not in any manner discharge, affect or impair the
Obligations or any Liens upon (or obligations of Borrower or any other Loan
Party in respect of) all interests retained by Borrower or any other Loan Party,
including the proceeds of the sale, all of which shall continue to constitute
part of the Collateral.  In the event of any sale or transfer of
Collateral, or any foreclosure with respect to any of the Collateral, Agent
shall be authorized to deduct all expenses reasonably incurred by Agent from the
proceeds of any such sale, transfer or foreclosure.


    
      
         


      

      
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    (d)           Agent
shall have no obligation whatsoever to any Lender, the L/C Issuer or any other
Person to assure that the Collateral exists or is owned by Borrower or any other
Loan Party or is cared for, protected or insured or that the Liens granted to
Agent herein or in any of the Collateral Documents or pursuant hereto or thereto
have been properly or sufficiently or lawfully created, perfected, protected or
enforced or are entitled to any particular priority, or to exercise or to
continue exercising at all or in any manner or under any duty of care,
disclosure or fidelity any of the rights, authorities and powers granted or
available to Agent in this Section 9.11 or in
any of the Collateral Documents, it being understood and agreed that in respect
of the Collateral, or any act, omission or event related thereto, Agent may act
in any manner it may deem appropriate, in its sole discretion, given Agent’s own
interest in the Collateral as one of  Lenders and that Agent shall
have no duty or liability whatsoever to Lenders or the L/C Issuer.

     

    (e)           Each
Lender and the L/C Issuer hereby appoints each other Lender as agent for the
purpose of perfecting  Lenders’ and the L/C Issuer’s security interest
in assets which, in accordance with Article 9 of the UCC can be perfected only
by possession, and each other Lender hereby accepts such
appointment.  Should any Lender or the L/C Issuer (other than Agent)
obtain possession of any such Collateral, such Lender or the L/C Issuer shall
notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver
such Collateral to  Agent or in accordance with Agent’s
instructions.

     

    
      	
              ARTICLE
      X.

            	
              MISCELLANEOUS

            


    

     

    10.01     Amendments, Etc.  No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by Borrower or any other Loan Party
therefrom, shall be effective unless in writing signed by the Required Lenders
and Borrower or the applicable Loan Party, as the case may be, and acknowledged
by Agent, and each such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:

     

    (a)           waive
any condition set forth in Section 4.01(a)
without the written consent of each Lender; provided, however, in the sole
discretion of Agent, only a waiver by Agent shall be required with respect to
immaterial matters or items specified in Section 4.01(a) (iii)
or (iv)  with
respect to which Borrower has given assurances satisfactory to Agent that such
items shall be delivered promptly following the Closing Date;

     

    (b)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section
8.02) without the written consent of such Lender;

     

    (c)           postpone
any date fixed by this Agreement or any other Loan Document for any payment
(excluding mandatory prepayments) of principal, interest, fees or other amounts
due to Lenders (or any of them) hereunder or under any other Loan Document
without the written consent of each Lender directly affected
thereby;

     

    (d)           reduce
the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv) of the second proviso to this Section 10.01) any
fees or other amounts payable hereunder or under any other Loan Document,
without the written consent of each Lender directly affected thereby; provided, however, that only
the consent of the Required Lenders shall be necessary (i) to amend the
definition of “Default Rate” or to waive any obligation of Borrower to pay
interest or L/C Fees at the Default Rate or (ii) to amend any financial covenant
hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any Loan or L/C Borrowing
or to reduce any fee payable hereunder;


    
      
         


      

      
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    (e)           change
Section 2.13 or
Section 8.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;

     

    (f)           change
any provision of this Section or the definition of “Required Lenders” or any
other provision hereof specifying the number or percentage of Lenders required
to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender;

     

    (g)           except
as permitted by Section 9.10, release
any Guarantor from the Guaranty or release the Liens on all or substantially all
of the Collateral in any transaction or series of related transactions except in
accordance with the terms of any Loan Document, without the written consent of
each Lender;

     

    and,
provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the L/C
Issuer in addition to the Lenders required above, affect the rights or duties of
the L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or
consent shall, unless in writing and signed by Swing Line Lender in addition to
the Lenders required above, affect the rights or duties of Swing Line Lender
under this Agreement; (iii) no amendment, waiver or consent shall, unless in
writing and signed by Agent in addition to the Lenders required above, affect
the rights or duties of Agent under this Agreement or any other Loan Document;
and (iv) the Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder (and any amendment, waiver or consent which by its
terms requires the consent of all Lenders or each affected Lender may be
effected with the consent of the applicable Lenders other than Defaulting
Lenders), except 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 by its terms affects any Defaulting Lender more adversely
than other affected Lenders shall require the consent of such Defaulting
Lender.

     

    10.02   
  Notices;
Effectiveness; Electronic Communications.

     

    (a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), 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 telecopier as
follows, and all notices and other communications expressly permitted hereunder
to be given by telephone shall be made to the applicable telephone number, as
follows:

     

    (i)           if
to Borrower, Agent, the L/C Issuer or Swing Line Lender, to the address,
telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 10.02;
and


    
      
         


      

      
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    (ii)          if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

     

    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier 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 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 Lenders
and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by Agent, provided that the foregoing shall not apply to
notices to any Lender or the L/C Issuer pursuant to Article II if such Lender or
the L/C Issuer, as applicable has notified the Agent that it is incapable of
receiving notices under such Article by electronic
communication.  Agent or Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of
such procedures may be limited to particular notices or
communications.  Unless 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 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 BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM,
AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM 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 OF FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH BORROWER MATERIALS OR THE
PLATFORM.  In no event shall Agent or any of its Related Parties
(collectively, the “Agent Parties”) have
any liability to Borrower, any Lender, the L/C Issuer or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort,
contract or otherwise) arising out of Borrower’s or 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 nonappealable 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 Borrower, any Lender, the L/C
Issuer or any other Person for indirect, special, incidental, consequential or
punitive damages (as opposed to direct or actual damages).


    
      
         


      

      
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    (d)           Change of Address,
Etc.  Each of Borrower, Agent, the L/C Issuer and Swing Line
Lender may change its address, telecopier or telephone number for notices and
other communications hereunder by notice to the other parties
hereto.  Each other Lender may change its address, telecopier or
telephone number for notices and other communications hereunder by notice to
Borrower, Agent, the L/C Issuer and Swing Line Lender.  In addition,
each Lender agrees to notify Agent from time to time to ensure that Agent has on
record (i) an effective address, contact name, telephone number, telecopier
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 Agent. L/C
Issuer and Lenders.  Agent, the L/C Issuer and Lenders shall be
entitled to rely and act upon any notices (including telephonic Committed Loan
Notices and Swing Line Loan Notices) purportedly given by or on behalf of
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.  Borrower shall indemnify Agent,
the L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of
Borrower.  All telephonic notices to and other telephonic
communications with Agent may be recorded by Agent, and each of the parties
hereto hereby consents to such recording.

     

    10.03 
    No
Waiver; Cumulative Remedies.  No failure by any Lender, the L/C
Issuer or Agent to exercise, and no delay by any such Person in exercising, any
right, remedy, power or privilege hereunder 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 are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

     

    10.04
     Expenses; Indemnity; Damage Waiver.

     

    (a)           Costs and
Expenses.  Borrower shall pay (i) all reasonable out-of-pocket
expenses incurred by Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation,
negotiation, execution, delivery and administration of this Agreement and the
other Loan Documents or any amendments, modifications or waivers of the
provisions hereof or thereof (whether or not the transactions contemplated
hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket
expenses incurred by the L/C Issuer in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all out-of-pocket expenses incurred by Agent, any Lender or
the L/C Issuer (including the fees, charges and disbursements of any counsel for
Agent, any Lender or the L/C Issuer), in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other
Loan Documents, including its rights under this Section, or (B) in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.


    
      
         


      

      
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    (b)           Indemnification by
Borrower.  Borrower shall indemnify Agent (and any sub-agent
thereof), each Lender and the L/C Issuer, 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 related expenses (including the reasonable fees, charges and
disbursements of any law firm or external counsel for any Indemnitee), incurred by any Indemnitee
or asserted against any Indemnitee by any third party or by Borrower or any
other Loan Party arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement, any other Loan Document or any
agreement or instrument contemplated hereby or thereby, the performance by the
parties hereto of their respective obligations hereunder or thereunder, or the
consummation of the transactions contemplated hereby or thereby, or, in the case
of Agent (and any sub-agent thereof) and its Related Parties only, the
administration of this Agreement and the other Loan Documents, (ii) any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer 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) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by Borrower or any of its Subsidiaries, or any Environmental Liability
related in any way to Borrower or any of its Subsidiaries, 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 Borrower or any other Loan Party, and regardless
of whether any Indemnitee is a party thereto, in all cases, whether or not
caused by or arising, in whole or in part, out of the comparative, contributory
or sole negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by Borrower or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document, if Borrower or such Loan Party has obtained a
final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.

     

    (c)           Reimbursement by
Lenders.  To the extent that Borrower for any reason fails to
indefeasibly pay any amount required under subsection (a) or (b) of this Section
to be paid by it to Agent (or any sub-agent thereof), the L/C Issuer or any
Related Party of any of the foregoing, each Lender severally agrees to pay to
Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case
may be, such Lender’s Applicable Percentage (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 Agent (or any
such sub-agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for Agent (or any such sub-agent)
or L/C Issuer in connection with such capacity.  The obligations of
the Lenders under this subsection (c) are subject to the provisions of Section
2.12(d).


    
      
         


      

      
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    (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, 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, the transactions contemplated
hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof.  No Indemnitee referred to in subsection (b) above shall be
liable for any damages arising from the use by unintended recipients of any
information or other materials distributed by it through telecommunications,
electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby, except to the extent such damages are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence, willful misconduct or bad faith of such Indemnitee (it
being understood that this sentence does not affect the confidentiality
obligations of the Agent and the Lenders under Section 10.07
hereof).

     

    (e)           Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.

     

    (f)       
    Survival.  The
agreements in this Section shall survive the resignation of Agent, the L/C
Issuer and the Swing Line Lender, the replacement of any Lender, the termination
of the Aggregate Commitments and the repayment, satisfaction or discharge of all
the other Obligations.

     

    10.05 
    Payments Set
Aside.  To the extent that any payment by or on behalf of
Borrower is made to Agent, the L/C Issuer or any Lender, or Agent, the L/C
Issuer  or any Lender exercises its right of setoff, and such payment
or the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by Agent, the L/C Issuer  or
such Lender in its discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Law or
otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the Federal
Funds Rate from time to time in effect.  The obligations of the
Lenders and the L/C Issuer under clause (b) of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this
Agreement.

     

    10.06  
   Successors
and Assigns.

     

    (a)           Successors and Assigns
Generally.  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, except that neither Borrower nor any
other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of Agent, the L/C Issuer
and each Lender and no Lender may assign or otherwise transfer any of its rights
or obligations hereunder except (i) to an assignee in accordance with the
provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, or (iii) by
way of pledge or assignment of a security interest subject to the restrictions
of subsection (f)  of this Section (and any other attempted assignment
or transfer by any party hereto shall be null and void).  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, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties of
each of Agent, the L/C Issuer and the Lenders) any legal or equitable right,
remedy or claim under or by reason of this Agreement.


    
      
         


      

      
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    (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this subsection (b), participations in L/C Obligations and in Swing
Line Loans) at the time owing to it); provided that any
such assignment shall be subject to the following conditions:

     

    (i)           Minimum
Amounts

     

    (A)          in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender no minimum amount need be
assigned; and

     

    (B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to Agent or, if “Trade Date” is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000 unless
each of Agent and, so long as no Event of Default has occurred and is
continuing, Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single assignee (or to an
assignee and members of its Assignee Group) will be treated as a single
assignment for purposes of determining whether such minimum amount has been
met.

     

    (ii)          Proportionate
Amounts.  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 with respect to the Loans or the Commitment
assigned, except that this clause (ii) shall not apply to the Swing Line
Lender’s rights and obligations in respect of Swing Line Loans.

     

    (iii)          Required
Consents.  No consent shall be required for any assignment
except to the extent required by subjection (b)(i)(B) of this Section and, in
addition:


    
      
         


      

      
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    (A)           the
consent of Borrower (such consent not to be unreasonably withheld or delayed)
shall be required unless (1) an Event of Default has occurred and is continuing
at the time of such assignment or (2) such assignment is to a Lender or an
Affiliate of a Lender; provided that the
Borrower shall be deemed to have consented to any such assignment unless it
shall object thereto by written notice to the Administrative Agent within five
(5) Business Days after having received notice thereof;

     

    (B)           the
consent of Agent (such consent not to be unreasonably withheld or delayed) shall
be required if such assignment is to a Person that is not a Lender or an
Affiliate of such Lender with respect to such Lender;

     

    (C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and

     

    (D)           the
consent of the Swing Line Lender (such consent not to be unreasonably withheld
or delayed) shall be required for any assignment;

     

    (iv)     Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to Agent an Assignment and Assumption, together with a processing and
recordation fee in the amount of $3,500; provided, however, that the
Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment.  The assignee, if it is
not a Lender, shall deliver to Agent an Administrative
Questionnaire.

     

    (v)      No Assignment to
Borrower.  No such assignment shall be made to (A) the Borrower
or any of the Borrower’s Affiliates or Subsidiaries, or (B) to any Defaulting
Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender
hereunder, would constitute any of the foregoing Persons described in this
clause (B).

     

    (vi)     No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

     

    (vii)    Certain Additional
Payments.  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 Swing Line 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.


    
      
         


      

      
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    Subject
to acceptance and recording thereof by Agent pursuant to subsection (c) of this
Section, from and after the effective date specified in each Assignment and
Assumption, the assignee thereunder shall be a party to this Agreement 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 Sections 3.01, 3.04, 3.05,  and
10.04 with
respect to facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, Borrower (at its expense) shall execute and
deliver a Note to the assignee Lender.  Any assignment or transfer by
a Lender of rights or obligations under this Agreement that does not comply with
this subsection 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
subsection (d) of this Section.

     

    (c)           Register.  Agent,
acting solely for this purpose as an agent of Borrower, shall maintain at
Administrative Agent’s Office 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 Commitments of, and principal amounts of the Loans and L/C
Obligations owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”).  The
entries in the Register shall be conclusive, and Borrower, Agent and the Lenders
may 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 each of Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior
notice.

     

    (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, Borrower or Agent,
sell participations to any Person (other than a natural person, a Defaulting
Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries)
(each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans (including such
Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to
it); provided
that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) Borrower, Agent, the L/C Issuer
and the 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 to approve any amendment, modification or
waiver of any  provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01 that
affects such Participant.  Subject to subsection (e) of this Section,
Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to subsection (b) of this Section.  To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 10.08 as
though it were a Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.


    
      
         


      

      
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    (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or 3.04 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrower’s prior written consent.

     

    (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

     

    (g)           Electronic Execution of
Assignments.  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.

     

    (h)           Deemed Consent of
Borrower.  If the consent of Borrower to an assignment to an
Eligible Assignee is required hereunder (including a consent to an assignment
which does not meet the minimum assignment threshold specified in Section
10.06(b)(i)(B)), Borrower shall be deemed to have given its consent seven
(7) Business Days after the date written notice thereof has been delivered to
Borrower by the assigning Lender (through Agent) unless such consent is
expressly refused by Borrower prior to such seventh Business
Day.


    
      
         


      

      
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    (i)           Resignation as L/C Issuer or
Swing Line Lender. Notwithstanding anything to the contrary contained
herein, if at any time Bank of America assigns all of its Commitment and Loans
pursuant to subsection (b) above, Bank of America may, (i) upon 30 days’ notice
to Borrower and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days’
notice to Borrower, resign as Swing Line Lender.  In the event of any
such resignation as L/C Issuer or Swing Line Lender, Borrower shall be entitled
to appoint from among Lenders a successor L/C Issuer or Swing Line Lender
hereunder; provided, however, that no
failure by Borrower to appoint any such successor shall affect the resignation
of Bank of America as L/C Issuer or Swing Line Lender, as the case may
be.  If Bank of America resigns as L/C Issuer, it shall retain all the
rights, powers, privileges and duties of the L/C Issuer hereunder with respect
to all Letters of Credit outstanding as of the effective date of its resignation
as L/C Issuer and all L/C Obligations with respect thereto (including the right
to require the Lenders to make Committed Loans or fund risk participations in
Unreimbursed Amounts pursuant to Section
2.03(c)).  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make
Committed Loans or fund risk participations in outstanding Swing Line Loans
pursuant to Section
2.04(c).  Upon the appointment of a successor L/C Issuer and/or
Swing Line Lender, (a) such successor shall succeed to and become vested with
all of the rights, powers, privileges and duties of the retiring L/C Issuer or
Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall
issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

     

    10.07     Treatment of Certain Information;
Confidentiality.  Each of Agent, Lenders and the L/C Issuer
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its Affiliates and to its and
its Affiliates’ respective partners, directors, officers, employees, agents,
advisors and representatives (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), (b) to the
extent requested by any regulatory authority, purporting to have jurisdiction
over it  (including any self-regulatory authority, such as the
National Association of Insurance Commissioners), (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal process, (d)
to any other party hereto, (e) in connection with the exercise of any remedies
hereunder or under any other Loan Document or any action or proceeding relating
to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
Borrower and its obligations, (g) with the consent of Borrower or (h) 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 Agent, any Lender, the L/C
Issuer or any of their respective Affiliates on a nonconfidential basis from a
source other than Borrower.  For purposes of this Section, “Information” means
all information received from Borrower or any Subsidiary relating to Borrower or
any Subsidiary or any of their respective businesses, other than any such
information that is available to Agent, any Lender or the L/C Issuer on a
nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the
case of information received from 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. Each of Agent, the Lenders and the
L/C Issuer acknowledges that (a) the Information may include material non-public
information concerning Borrower or a Subsidiary, as the case may be, (b) it has
developed compliance procedures regarding the use of material non-public
information and (c) it will handle such material non-public information in
accordance with applicable Law, including Federal and state securities
Laws.  


    
      
         


      

      
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    10.08     Right of Setoff.  If
an Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer 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, the L/C
Issuer or any such Affiliate to or for the credit or the account of Borrower or
any other Loan Party against any and all of the obligations of Borrower or such
Loan Party now or hereafter existing under this Agreement or any other Loan
Document to such Lender or the L/C Issuer or any such Affiliate, irrespective of
whether or not such Lender or the L/C Issuer shall have made any demand under
this Agreement or any other Loan Document and although such obligations of
Borrower or such Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender or the L/C Issuer 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 2.16 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 Obligations
owing to such Defaulting Lender as to which it exercised such right of
setoff.  The rights of each Lender, the L/C Issuer and their
respective Affiliates under this Section are in addition to other rights and
remedies (including other rights of setoff) that such Lender, the L/C Issuer or
their respective Affiliates may have.  Each Lender and the L/C Issuer
agrees to notify Borrower and Agent promptly after any such setoff and
application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

     

    10.09     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 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 unpaid principal, refunded to
Borrower.  In determining whether the interest contracted for,
charged, or received by 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.


    
      
         


      

      
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    10.10  
   Counterparts;
Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement and the other Loan
Documents 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 Agent and
when Agent shall have received counterparts hereof that, when taken together,
bear the signatures of each of the other parties hereto.  Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this
Agreement.

     

    10.11    
 Survival of
Representations and Warranties.  All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such
representations and warranties have been or will be relied upon by Agent and
each Lender, regardless of any investigation made by Agent or any Lender or on
their behalf and notwithstanding that Agent or any Lender may have had notice or
knowledge of any Default at the time of any Credit Extension, and shall continue
in full force and effect as long as any Loan or any other Obligation hereunder
shall remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

     

    10.12     
Severability.  If
any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and enforceability
of the remaining provisions of this Agreement and the other Loan Documents shall
not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to
that of the illegal, invalid or unenforceable provisions.  The
invalidity of a provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other
jurisdiction.  Without limiting the foregoing provisions of this Section 10.12, 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 L/C Issuer or the
Swing Line Lender, as applicable, then such provisions shall be deemed to be in
effect only to the extent not so limited.

     

    10.13     
Governing Law; Jurisdiction; Etc.

     

    (a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE COMMONWEALTH OF VIRGINIA.

     

    (b)           SUBMISSION TO
JURISDICTION.  BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF VIRGINIA SITTING IN FAIRFAX
COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE FAIRFAX, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT
OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH COMMONWEALTH OF VIRGINIA COURT OR, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT.  EACH OF THE
PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS
AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANY
LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY
OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


    
      
         


      

      
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    (c)           WAIVER OF
VENUE.  BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

     

    (d)           SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.

     

    10.14     Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY 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 OR 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 PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON 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.


    
      
         


      

      
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    10.15     No Advisory or Fiduciary
Responsibility.  In connection with all aspects of each
transaction contemplated hereby, Borrower and each other Loan Party acknowledges
and agrees, and acknowledges its Affiliates’ understanding, that:  (i)
the credit facilities provided for hereunder and any related arranging or other
services in connection therewith (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document) are an
arm’s-length commercial transaction between Borrower, each other Loan Party and
their respective Affiliates, on the one hand, and Agent, on the other hand, and
Borrower and each other Loan Party is capable of evaluating and understanding
and understands and accepts the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents (including any amendment,
waiver or other modification hereof or thereof); (ii) in connection with the
process leading to such transaction, Agent is and has been acting solely as a
principal and is not the financial advisor, agent or fiduciary, for Borrower,
any other Loan Party or any of their respective Affiliates, stockholders,
creditors or employees or any other Person; (iii) Agent has not assumed and will
not assume an advisory, agency or fiduciary responsibility in favor of Borrower
or any other Loan Party with respect to any of the transactions contemplated
hereby or the process leading thereto, including with respect to any amendment,
waiver or other modification hereof or of any other Loan Document (irrespective
of whether Agent has advised or is currently advising Borrower, any other Loan
Party or any of their respective Affiliates on other matters) and Agent has no
obligation to Borrower, any other Loan Party 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; (iv)
Agent and its Affiliate may be engaged in a broad range of transactions that
involve interests that differ from those of Borrower, the other Loan Parties and
their respective Affiliates, and Agent has no obligation to disclose any of such
interests by virtue of any advisory, agency or fiduciary relationship; and (v)
Agent has not provided and will not provide any legal, accounting, regulatory or
tax advice with respect to any of the transactions contemplated hereby
(including any amendment, waiver or other modification hereof or of any other
Loan Document) and each of Borrower and the other Loan Parties has consulted its
own legal, accounting, regulatory an tax advisors to the extent it has deemed
appropriate.  Each of Borrower and the other Loan Parties hereby
waives and releases, to the fullest extent permitted by law, any claims that it
may have against Agent with respect to any breach or alleged breach of agency or
fiduciary duty.

     

    10.16     USA PATRIOT Act
Notice.  Each Lender that is subject to the Act (as hereinafter
defined) and Agent (for itself and not on behalf of any Lender) hereby notifies
Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of
Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies Borrower, which
information includes the name and address of Borrower and other information that
will allow such Lender or Agent, as applicable, to identify Borrower in
accordance with the Act.

     

    10.17     Time of the
Essence.  Time is of the essence of the Loan
Documents.


     

    [Signature
pages follow.]


    
      
         


      

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

     

    
      
        	 	
                ATS
      CORPORATION

              
	 	 
      
	 	
                By:

              	
                /s/
      Edward H. Bersoff

              
	 	
                Name: 

              	
                Dr.
      Edward H. Bersoff

              
	 	
                Title:

              	
                Chairman,
      President and Chief Executive

              
	 	 
      	
                Officer

              


      

    

    


    AMENDED
AND RESTATED CREDIT AGREEMENT

    Signature
Page



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      
        	 	
                BANK
      OF AMERICA, N.A.,

              
	 	
                as
      Administrative Agent

              
	 	 
      	 
      
	 	
                By:

              	
                /s/
      George S. Carey

              
	 	
                Name: 

              	
                George
      S. Carey

              
	 	
                Title:

              	
                Assistant
      Vice President

              


      

    

    


    AMENDED
AND RESTATED CREDIT AGREEMENT

    Signature
Page



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 	
                BANK
      OF AMERICA, N.A.,

              
	 	
                as
      a Lender, L/C Issuer and Swing Line Lender

              
	 	 
      	 
      
	 	
                By:

              	
                /s/
      Michael D. Brannan

              
	 	
                Name: 

              	
                Michael
      D. Brannan

              
	 	
                Title:

              	
                Senior
      Vice President

              


      

    

     

    AMENDED
AND RESTATED CREDIT AGREEMENT

    Signature
Page



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	 	
                CITIZENS
      BANK OF PENNSYLVANIA

              
	 	 
      	 
      
	 	
                By:

              	
                /s/
      Tracy Van Riper

              
	 	
                Name: 

              	
                Tracy
      Van Riper

              
	 	
                Title:

              	
                Vice
      President

              


      

    

     

    AMENDED
AND RESTATED CREDIT AGREEMENT

    Signature
Page