Schedule of Policies and Payments effective June 30, 2001



 EXHIBIT 4.5 
  
 [Conformed Copy] 
  
 SCHEDULE OF POLICIES AND PAYMENTS 
  
 Paid-Loss Payments Plan 
  
 Effective from June 30, 2001 to June 30, 2002 
 Annexed to the PAYMENT AGREEMENT 
 Effective on June 30, 2001 
 by and between us, 
  
 National Union Fire Insurance Company of Pittsburgh, Pa. 
  
 on behalf of itself and all its affiliates including but not limited to 
  
 American Home Assurance Company 
 The Insurance Company of the State of Pennsylvania 

National Union Fire Insurance Company of Pittsburgh, Pa. 
 Commerce and Industry Insurance Company 
 Birmingham Fire Insurance Company 
 Illinois National Insurance Company 
 American International South Insurance Company 
 AIU Insurance Company 
 and you, our Client 
  
 ONESOURCE HOLDINGS, INC. 
  
 on behalf of yourself and all your subsidiaries or affiliates except those listed below: 
 (None) 

For our use only: Contract Number 168509 
  

	 Your Address:
	  	 OneSource Holdings, Inc.
	  	 
	 Street
	  	 1600 Parkwood Circle, Suite 400
	  	 
	 City         Atlanta
	  	 State:    GA        Zip:        30339
	  	 Telephone (770) 308-2250

			
	 Your Representative
	  	 William Durrett
	  	 
	 Firm
	  	 Marsh USA, Inc.
	  	 
	 Street
	  	 3475 Piedmont Road, Suite 1200
	  	 
	 City         Atlanta
	  	 State:    GA        Zip         30305
	  	 Telephone (404) 995-3000

			
	 Our Account Executive
	  	 Phil Stafford
	  	 
	 	  	 American International Group
	  	 
	 Street
	  	 1200 Abernathy Road NE, Building 600, 8th Floor
	  	 
	 City         Atlanta
	  	 State:    GA        Zip:        30328
	  	 Telephone (770) 671-2252

			
	 Our Law Representative
	  	 Virginia Doty
	  	 
	 	  	 American International Group
	  	 
	 Street
	  	 175 Water Street, 18th Floor
	  	 
	 City:        New York
	  	 State:    NY        Zip:        10038
	  	 Telephone (212) 458-7015

			
	 Remit Payments to:
	  	 American International Group
	  	 
	 Street
	  	 PO Box 10472
	  	 
	 City:        Newark
	  	 State: NJ        Zip: 07193-0472
	  	 
			
	 Remit Collateral to:
	  	 Art Stillwell
	  	 
	 	  	 American International Group
	  	 
	 Street
	  	 PO Box 923, Wall Street Station
	  	 
	 City         New York
	  	 State:    NY        Zip         10268
	  	 









	A.	 	POLICIES and OTHER AGREEMENTS 

  

	 Workers’ Compensation and Employers Liability Insurance

	 RMWC 527-70-45
	 	RMWC 527-70–47	 	RMWC 527-70–49	 	 
	 RMWC 527-70-46
	 	RMWC 527-70–48	 	 	 	 
	
	 Commercial General Liability Insurance

	 RMGL 612-47-08
	 	 	 	 	 	 
	 Automobile Liability Insurance

	 RMCA 534-86-35
	 	RMCA 534-86–36	 	RMCA 534-86–37	 	RMCA 534-86–38
	 Other Insurance
	 	 	 	 	 	 
	 CGL 05-061926
	 	Auto 148-080178	 	 	 	 
	 Puerto Rico
	 	Puerto Rico	 	 	 	 
	 Other Agreements (describe)

	 $500,000 Loss Limit applies to Puerto Rico coverages


  

	B.	 	PAYMENT PLAN: 

  

	 	1.	 	CASH DEPOSIT, INSTALLMENTS AND ESTIMATED DEFERRED AMOUNTS 

  

	Payment No.

	  	 Due Date

	  	 Provision for

 Expenses and

 Excess Losses1

	  	Special Taxes
and Surcharges

	  	Annual Credit
Fee

	  	Provision for
Limited Losses2

	  	Your
Estimated
Payment
Obligation


	 Deposit
	  	 06/30/2001
	  	$	4,470,936	  	$	507,278	  	$	25,000	  	$	0.00	  	$	5,003,214
	 	  	 	  	
	
	  	
	
	  	
	
	  	
	
	  	
	

	 	  	 Subtotals
	  	$	,,	  	$	0.00	  	$	0.00	  	$	0.00	  	$	5,003.214
	 	  	 DLP*
	  	$	0.00	  	$	0.00	  	$	0.00	  	$	29,656,579	  	$	29,656,579
	 	  	 DEP*
	  	$	0.00	  	$	0.00	  	$	0.00	  	$	0.00	  	$	0.00
	 	  	 	  	
	
	  	
	
	  	
	
	  	
	
	  	
	

	 	  	 Totals
	  	$	4,470,936	  	$	507,278	  	$	25,000	  	$	29,656,579	  	$	34,659.793
	 	  	 	  	
	
	  	
	
	  	
	
	  	
	
	  	
	


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

 Notes: 

	1.	 	“Provision for Expenses and Excess Losses” is part of the Premium 


	2.	 	“Provision for Limited Losses” includes provision for Loss within your Retention (both Deductible and Loss Limit) and your share of ALAE. Any “Deposit” in this
column is the Claims Payment Deposit. Refer to definitions in the Payment Agreement. 

  

	 	2.	 	Adjustments 

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

	 	3.	 	Additional Payments 

  
 On a Monthly basis, we will report to you the amounts of Loss and ALAE that we have paid under the Policies. You must subsequently pay us as
described below. 
  
 Regular Loss Payments: Regular Loss
Payments apply in addition to the amounts shown with Due Dates in Section B above. 
  
 We will bill you or withdraw funds from the Automatic Withdrawal Account (whichever Billing Method applies as shown below) at the periodic intervals stated above for the amounts of Loss within your Retention and your
share of ALAE that we have paid under the Policies, less all amounts you will have paid us to date as such Regular Loss Payments and the Sizeable Loss Payments described below. 







 Sizeable Loss Payments: If we must may payment for any Loss within your Retention and your share
of ALAE arising out of a single accident, occurrence, offense, claim or suit that in combination exceeds the Sizeable Loss Payment Amount of $250,000, you must pay us the amount of that payment of Loss within 10 days after you receive
our bill. 
  
 Billing Method: 
  

	 	•	 	Billing to 

  

	 	•	 	You at your address shown in the Schedule, or 

  

	 	•	 	Your Representative at its address shown in the Schedule; or 

  

	 	•	 	Automatic Withdrawal from the account described below. 

  
 If Automatic Withdrawal Account
applies:                    Minimum Amount: $0 
 Name of Depository Institution: 
 Address: 
  

Account Number: 
  

	 	4.	 	Conversion 

  
 The Conversion Date for each policy described in Section A above shall be the date 66 months after the inception of such
policy. 
  
 On or shortly after the Conversion Date upon the
presentation of our invoice, you must pay in cash the entire unpaid amount of Your Payment Obligation for such policies. 
  

	C.	 	SECURITY PLAN 

  

	 	1.	 	Collateral 

  

	 Collateral on Hand (by Type)

	  	Amount of Collateral


	 Letter of Credit
	  	$	33,286,000
	 Surety Bond
	  	$	36,500,000
	 Escrow Fund
	  	$	50,000
	 	  	
	

	 Total Collateral on Hand
	  	$	69,836,000
	 	  	
	


  

	 Additional Collateral Required (by Type)

	  	Amount of Collateral

	  	Due Date


	 Step-up LOC 1st Installment
	  	$	4,200,000	  	06/30/2001
	 Step-up LOC 2nd Installment
	  	$	4,200,000	  	09/30/2001
	 Step-up LOC 3rd Installment
	  	$	4,200,000	  	12/30/2001
	 Step-up LOC 4th Installment
	  	$	4,200,000	  	03/30/2002
	 	  	
	
	  	 
	 Total Additional Collateral Required
	  	$	16,800,000	  	 
	 	  	
	
	  	 
	 Total Collateral Required
	  	$	86,636,000	  	 
	 	  	
	
	  	 

  

	 	2.	 	Financial Covenants, Tests, or Minimum Credit Ratings 

  
 We may require additional collateral from you in the event of the following: 
  

	 	a.	 	Credit Trigger: 

  

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

  

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

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








	 Name of Entity:
	  	Type of Debt Rated:

  
 Ratings at Effective
Date 
  

	 S&P

	 	 Moody’s

	  	 Unsecured Exposure at Effective Date


	 N/A
	 	 N/A
	  	$22,264,562

  
 Potential Future
Ratings 
  

	 S&P

	 	 Moody’s

	  	 Maximum Unsecured Exposure


	 AA-
	 	 Aa3
	  	N/A
	 A-
	 	A3	  	N/A
	 BBB
	 	Baa2	  	N/A
	 BB
	 	 Ba2
	  	N/A

  

	 	b.	 	Other Financial Tests or Covenants below: 

  

	 	1.	 	Agreement and Parental Guarantee from Carlisle Holdings Limited dated June 30, 2001 in the amount of $22,600,000.00 

  

	 	2.	 	Ownership clause requires Carlisle Holdings Limited to maintain at least 80% ownership in OneSource. 

  

	3.	 	Adjustment of Credit Fee 

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

	For us: National Union Fire Insurance Company of Pittsburgh, Pa, on behalf of itself and all its affiliates	 	 For you: OneSource Holdings, Inc.

	 this 20th day of August 2001
	 	 this 1st day of November 2001

	 Signed by: /s/    STEPHEN H. COTNOIR
	 	 Signed by: /s/    STEVE
LEVINE

	 Typed Name: Stephen H. Cotnoir
	 	 Typed Name: Steve Levine

	 Title: Attorney In Fact
	 	 Title: V.P. and Secretary