Schedule of Policies and Payments effective June 30, 2002



 EXHIBIT 4.6 
  

Schedule of Policies and Payments 
  
 Paid-Loss Payments Plan 
  
 Effective from 6/30/2002 to 6/30/2003 
  
 Annexed to the PAYMENT AGREEMENT 
  
 effective on 6/30/2000 
  
 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 168511 

  
  

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

					
	 Your Representative:
	 	Gene Callaghan	 	 	 	 	 	 
						
	 Firm
	 	Murphy & Jordon	 	 	 	 	 	 	 	 
						
	 Street
	 	One Seaport Plaza	 	 	 	 	 	 	 	 
								
	 City
	 	New York	 	State	 	NY	 	Zip	 	10038	 	Telephone	 	(212)699 8950
	
	

					
	 Our Account Executive:
	 	Phil Stafford	 	 	 	 	 	 
						
	 American International Group
	 	 	 	 	 	 	 	 	 	 
				
	 Street
	 	1200 Abernathy Road, N.E., Suite 600, 8th Floor	 	 	 	 
								
	 City
	 	Atlanta	 	State	 	GA	 	Zip	 	30305	 	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: America International Group
	 	 	 	 	 	 	 	 
						
	 American International Group
	 	 	 	 	 	 	 	 	 	 
						
	 Street
	 	Post Office Box 10472	 	 	 	 	 	 	 	 
							
	 City
	 	Newark	 	State	 	NJ	 	Zip	 	07193-0472	 	 
	
	

						
	 Remit Collateral to: Art Stillwell
	 	 	 	 	 	 	 	 	 	 
						
	 American International Group
	 	 	 	 	 	 	 	 	 	 
							
	 Street
	 	80 Pine Street, 5th Floor	 	 	 	 	 	 	 	 	 	 
								
	 City
	 	New York	 	State	 	NY	 	Zip	 	10005	 	Telephone	 	(212) 770-0896
	
	



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	A.	 	Policies and Other Agreements 

  

	 Workers’ Compensation and Employers Liability Insurance

					
	 WC 527-93-20
	  	WC 527-93-21	  	WC 527-93-22	  	WC 527-93-23	  	WC 527-93-24
	
	 Commercial General Liability Insurance

					
	 RMGL 612-54-61
	  	 	  	 	  	 	  	 
	
	 Automobile Liability Insurance

					
	 RMCA 534-94-02
	  	RMCA 534-94-03	  	RMCA 534-94-04	  	 	  	 
					
	 Other Insurance
	  	 	  	 	  	 	  	 
					
	 PUERTO RICO
	  	PUERTO RICO	  	 	  	 	  	 
					
	 GL 05-069189-0
	  	CA 148-802542	  	 	  	 	  	 
	
	Other Agreements (Describe)
	
	Large Risk Rating Plan, $500,000 Loss Limit applies to Puerto Rico Coverages, Parental Guarantees, dated June 30, 2001 and June 30, 2002

  

	B.	 	Payment Plan: 

  
     1.   Cash Deposit, Installments and Estimated Deferred Amounts 
  

	 Payment
 No.

	  	Due Date

	 	 Provision
 For
 Expenses
 and Excess
 Losses(1)

	  	 Special
 Taxes and
 Surcharges

	  	 Annual
 Credit Fee

	  	 Provision for
 Limited
 Losses(2)

	  	 Your
 Estimated
 Payment
 Obligation


	 Deposit
	  	6/30/2002	 	$5,997,816.00	  	$264,482.00	  	$10,000.00	  	$0.00	  	$6,252,298.00
	 	  	Subtotals	 	$5,997,816.00	  	$264,482.00	  	$10,000.00	  	$0.00	  	$6,252,298.00
	 	  	        DLP*	 	N/A	  	N/A	  	N/A	  	$20,919,976	  	$20,919,796
	 	  	        DEP*	 	$0.00	  	$0.00	  	$0.00	  	N/A	  	$0.00
	 	  	        Totals	 	$5,997,816.00	  	$264,482.00	  	$10,000.00	  	$20,919,796	  	$27,172,094

  
 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 a part of the Premium 


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



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 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 will 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 make 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
Sizable Loss Payment Amount of $25,000, you must pay us the amount of that payment of Loss within 10 days after you receive our bill. 
  
 Billing Method: 
  
 x        Billing to 
  
              ̈            You at your address shown in the Schedule, or 
  
             x            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	  	$	50,086,000	 
	Surety Bonds—6/30/01	  	$	36,500,000	 
	Surety Bonds replaced 6/30/02	  	$	(36,500,000	)
	Escrow	  	$	250,000	 
	 	  	
	
	

	 Total Collateral on Hand
	  	$	50,336,000	 

  

	 Additional Collateral Required (by Type)

	  	Amount of Collateral

	  	Due Date


	 Letter of Credit
	  	$	2,750,000	  	7/3/02
	 Surety Bond Replacement
	  	$	28,250,000	  	6/30/02
	 Parental Guarantee
	  	$	15,500,000	  	7/30/02
	 Total Additional Collateral Required
	  	$	46,500,000	  	 
	 	  	
	
	  	 
	 Total Collateral Required
	  	$	96,836,000	  	 
	 	  	
	
	  	 



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 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 by 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 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


	 	 	 	 	0

  
 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: 

  
 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 under 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
	  	For you: OneSource Holdings, Inc.
		
	 Pittsburgh Pa., on behalf of itself and all its affiliates,
	  	 
		
	 This 9th day of August, 2002.
	  	this 9th day of August, 2002
		
	 Signed by /s/ Stephen Cotnoir
	  	/s/ Peter Gaze
		
	 Title Attorney-In-Fact
	  	CFO



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