exv10w1



 






Exhibit 10.1




FLEET NATIONAL BANK,

A BANK OF AMERICA COMPANY

777 MAIN STREET

HARTFORD, CONNECTICUT 06115




March 4, 2005




SS&C Technologies, Inc.

80 Lamberton Road

Windsor, Connecticut 06095



$75,000,000 Senior Credit Facility




Ladies and Gentlemen:




     You (hereinafter sometimes referred to as the “Company”) have advised Fleet National Bank, a
Bank of America Company. (“Fleet”) of your intention to acquire, by way of a non-hostile takeover
bid, the stock of Financial Models Company Inc., a Canada-based public company (the “Target”), by
yourself or through an acquisition subsidiary for not more than $166 million in cash (the
“Acquisition”). You have also advised Fleet that you intend to finance the Acquisition and the
costs and expenses related to the Transaction (as hereinafter defined) from the following sources
(and that no financing other than the financing described herein will be required in connection
with the Transaction): (a) a $75 million senior revolving credit facility (the “Senior Credit
Facility”), and (b) cash of the Company on hand. The Acquisition, the entering into of the
definitive documentation for, and the satisfaction of the conditions precedent to the initial
funding under, the Senior Credit Facility and all related transactions are hereinafter collectively
referred to as the “Transaction”.



     In connection with the foregoing, Fleet is pleased to advise you of its firm commitment (the
“Commitment”) to provide the Senior Credit Facility upon and subject to the terms and conditions
set forth in this letter and in the summary of terms attached as Annex I hereto (the “Summary of
Terms” and, together with this letter agreement, the “Commitment Letter”). All capitalized terms
used and not otherwise defined herein shall have the same meanings as specified therefor in the
Summary of Terms.



     The Commitment is subject to the satisfaction of each of the following conditions precedent in
a manner acceptable to Fleet: (a) no change, occurrence or development shall have occurred or
become known to Fleet since the date of this Commitment Letter that would reasonably be expected to
have a material adverse effect on the business, assets, liabilities (actual or contingent),
operations or financial condition of the Company and its subsidiaries, taken as a whole (a
“Material Adverse Effect”); (b) our satisfaction that none of the Company, any of its subsidiaries
or the Target is subject to any legal, governmental or regulatory restrictions or any material
contractual or other restrictions that would be violated by the consummation of any aspect of the
Transaction and would reasonably be expected to have a Material Adverse Effect; and (c) the other
conditions set forth or referred to in the Summary of Terms.



     By executing this Commitment Letter, you agree to reimburse Fleet from time to time on demand
for all reasonable out-of pocket fees and expenses (including, but not limited to, due diligence
expenses and the reasonable fees, disbursements and other charges of Robinson & Cole, LLP, as
counsel to Fleet,



 









 




and, with your consent (not to be unreasonably withheld), other special counsel to Fleet)
incurred in connection with the Senior Credit Facility, the preparation of the definitive
documentation therefor and the other transactions contemplated hereby.




     You agree to indemnify and hold harmless Fleet, each of its affiliates and their respective
officers, directors, employees, agents, advisors and other representatives (each an “Indemnified
Party”) from and against (and will reimburse each Indemnified Party as the same are incurred for)
any and all claims, damages, losses, liabilities and expenses (including, without limitation, the
reasonable fees, disbursements and other charges of counsel) that may be incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in connection with or by
reason of any actual or threatened claim, investigation, arbitration, action, litigation or
proceeding (or the preparation of a defense in connection therewith) in connection with or related
to (a) any aspect of the Transaction or any similar transaction and any of the other transactions
contemplated thereby or (b) the Senior Credit Facility and any other financings, or any use made or
proposed to be made with the proceeds thereof, except to the extent such claim, damage, loss,
liability or expense is found in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s or a Related Indemnified Party’s (as
hereinafter defined) gross negligence, breach of contract or willful misconduct. In the case of an
investigation, litigation or proceeding to which the indemnity in this paragraph applies, such
indemnity shall be effective whether or not such claim, investigation, arbitration, action,
litigation or proceeding is brought by you, your equity holders or creditors or an Indemnified
Party, whether or not an Indemnified Party is otherwise a party thereto and whether or not any
aspect of the Transaction is consummated. You also agree that no Indemnified Party shall have any
liability (whether direct or indirect, in contract or tort or otherwise) to you or your
subsidiaries or affiliates or to your or their respective equity holders or creditors arising out
of, related to or in connection with (i) any aspect of the Transaction or (ii) the use by others of
information or other materials obtained through the internet, electronic, telecommunications or
other similar information systems in connection with any aspect of the Transaction, except for
direct, as opposed to consequential, damages determined in a final nonappealable judgment by a
court of competent jurisdiction to have resulted from such Indemnified Party’s or a Related
Indemnified Party’s gross negligence, breach of contract or willful misconduct. For purposes of
this Commitment Letter, the term “Related Indemnified Party” means, with respect to any of the
Indemnified Party’s, each of the affiliates, officers, directors, employees, agents, advisors and
other representatives of such Indemnified Party.



     This Commitment Letter and the contents hereof are confidential and, except for the disclosure
hereof or thereof on a confidential basis to your accountants, attorneys and other professional
advisors retained in connection with the Transaction or as otherwise required by law or an
applicable regulatory body or stock exchange, may not be disclosed in whole or in part to any
person or entity without our prior written consent; provided, however, it is understood and agreed
that you may disclose this Commitment Letter (including the Summary of Terms) (a) on a confidential
basis to the board of directors and advisors of the Target and the Company in connection with their
consideration of the Transaction and (b) after your acceptance of this Commitment Letter, in
filings with the Securities and Exchange Commission and other applicable regulatory authorities and
stock exchanges and to recipients of the bid circular related to the Acquisition.



     The provisions of the immediately preceding three paragraphs shall remain in full force and
effect regardless of whether any definitive documentation for the Senior Credit Facility shall be
executed and delivered and notwithstanding the termination of this Commitment Letter or any
commitment or agreement of Fleet hereunder; provided, however, that you shall be deemed released
from your liabilities and obligations hereunder upon the execution of all definitive documentation
for the Senior Credit Facility and the initial extension of credit thereunder other than (a) your
confidentiality obligations set



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forth above and (b) your agreement not to assign any of your rights or interest in this
Commitment Letter and your waiver of all rights to trial by jury set forth below.




     Fleet agrees to keep confidential any information supplied by or on behalf of you, the Target
or any of your or its respective affiliates in connection with the transactions contemplated by
this Commitment Letter and agree that such information shall be used solely in connection with the
Senior Credit Facility; provided, however, that nothing herein shall prevent Fleet from disclosing
such information (a) upon the order of any court or administrative agency, or pursuant to any
subpoena or similar legal process, (b) upon the request or demand of any regulatory authority, (c)
which is or becomes publicly available other than as a result of a disclosure by Fleet that is
prohibited by the terms of this paragraph, (d) already in its possession prior to its disclosure by
you or received from a third party after such disclosure by you, in each case under circumstances
not requiring confidentiality, (e) that is independently developed by Fleet without violating any
obligations under this paragraph, (f) to the extent required by applicable law or required in
connection with any judicial, legislative or regulatory process (it being understood that Fleet
shall provide prompt written notice of such requirement to you), (g) to its affiliates and to
Fleet’s and its affiliates’ respective directors, officers, employees, agents (including legal
counsel), auditors and professional advisors (it being understood that the persons to whom such
disclosure is made will be informed of the confidential nature of such information and will be
instructed to keep such information confidential and that Fleet shall be responsible for the
compliance by such persons), (h) to the extent you have consented to such disclosure, or (i) in
protecting and enforcing its rights under this Commitment Letter or with respect to the Senior
Credit Facility.



     This Commitment Letter may be executed in counterparts which, taken together, shall constitute
an original. Delivery of an executed counterpart of this Commitment Letter by telecopier shall be
effective as delivery of a manually executed counterpart thereof.



     This Commitment Letter shall be governed by, and construed in accordance with, the laws of the
State of Connecticut. Each of you and Fleet hereby irrevocably waives all right to trial by jury
in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising
out of or relating to this Commitment Letter (including, without limitation, the Summary of Terms),
the Transaction and the other transactions contemplated hereby and thereby or the actions of Fleet
in the negotiation, performance or enforcement hereof.



     This Commitment Letter, together with the Summary of Terms, embodies the entire agreement and
understanding among Fleet, you and your affiliates with respect to the Senior Credit Facility and
supersedes all prior agreements and understandings relating to the specific matters hereof.
However, please note that the terms and conditions of the commitments and agreement of Fleet
hereunder are not limited to those set forth herein or in the Summary of Terms. Those matters that
are not covered or made clear herein or in the Summary of Terms are subject to mutual agreement of
the parties. No party has been authorized by Fleet to make any oral or written statements that are
inconsistent with this Commitment Letter. This Commitment Letter is not assignable by you or Fleet
without the prior written consent of the other party and is intended to be solely for the benefit
of the parties hereto and the Indemnified Parties.



     Your acceptance of this Commitment Letter is subject to your payment no later than 5:00 p.m.
(Hartford, Connecticut time) on March 7, 2005 of Fleet’s $125,000 commitment fee for the Senior
Credit Facility, which commitment fee shall be non-refundable and deemed fully earned by Fleet upon
its issuance and your acceptance of this Commitment Letter.



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     This Commitment Letter and all commitments and agreements of Fleet hereunder will expire at
5:00 p.m. (Hartford, Connecticut time) on March 4, 2005 unless you execute the enclosed duplicate
original of this Commitment Letter and return it to us prior to that time. Thereafter, all
commitments and agreements of Fleet hereunder will expire at 5:00 p.m. (Hartford, Connecticut time)
on March 7, 2005 unless the required $125,000 commitment fee is paid to Fleet and, thereafter, on
the earliest of May 31, 2005, unless the Closing Date occurs on or prior thereto or Fleet and the
Company agree to a later date.



     We are pleased to have the opportunity to work with you on this important financing.


	 	 	 	 	 
	 	Very truly yours,



FLEET NATIONAL BANK, A BANK OF
AMERICA COMPANY

 	 
	 	By:  	/s/ Timothy B. Curtin
 	 
	 	 	Name:  	Timothy B. Curtin 	 
	 	 	Title:  	Senior Vice President 	 
	 




ACCEPTED AND AGREED TO

AS OF MARCH 4, 2005



SS&C TECHNOLOGIES, INC.



	 	 	 	 	 	 	 
	By:	 	/s/ Patrick J. Pedonti	 	 
	 	 	 	 	 
	

	 	Name:
	 	Patrick J. Pedonti	 	 
	

	 	Title:
	 	Senior Vice President and
Chief Financial Officer	 	 







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Annex 1




Senior Credit Facility




Summary of Terms and Conditions*










	 	 	 
	Borrower:

	 	SS&C Technologies, Inc. (“Borrower”)
	 
	 	 
	Guarantors:

	 	Each of the existing and future direct and indirect material subsidiaries of the Borrower, except for any
subsidiary whose guarantee would result in material adverse tax consequence to the Borrower. All guarantees
will be guarantees of payment and not of collection.
	 
	 	 
	Lender:

	 	Fleet National Bank, a Bank of America Company (“Fleet”)
	 
	 	 
	Senior Credit
	 	 
	Facility:

	 	A revolving credit facility, available from time to time until the
second anniversary of the Closing Date, initially in the principal amount of $75 million and
to include a $5 million sublimit for the issuance of standby and commercial letters of credit
(each a “Letter of Credit”) which will be allowed to have maturity dates up to 180 days
beyond the Termination Date (as hereinafter defined), provided that amounts above $50 million
under this revolving credit facility shall be available to the Borrower for borrowing solely
in connection with its funding of the Acquisition. In any event, the Senior Credit Facility
shall be permanently reduced to $50 million (and all outstanding amounts in excess of $50
million shall be repaid in full by the Borrower) on the earliest to occur of (a) June 30,
2005, or (b) forty-five (45) calendar days after the closing of the Acquisition.
	 
	 	 
	Purpose:

	 	The proceeds of the Senior Credit
Facility shall be used (i) to finance in
part the Acquisition, (ii) to pay fees
and expenses incurred in connection with
the Transaction and (iii) to provide
ongoing working capital and for other
general corporate purposes of the
Borrower and its subsidiaries.
	 
	 	 
	Closing Date:

	 	At Borrower’s request, on or after April
10, 2005 but, in any event, no later than
May 31, 2005, unless Fleet and Borrower
shall have agreed to a later date (the
“Closing Date”).
	 
	 	 
	Fees and Interest Rates:

	 	As set forth on Annex A hereto.
	 
	 	 
	Scheduled Maturity:

	 	Loans under the Senior Credit Facility
may be made, and Letters of Credit may be
issued, on a revolving basis up to the
full amount of the Senior Credit
Facility. The Senior Credit Facility
shall terminate and all amounts
outstanding thereunder shall be












	*	 	Capitalized terms not otherwise defined herein
shall have the same meanings as specified therefor in the Commitment Letter to
which this Summary of Terms and Conditions is attached.




 









 










	 	 	 
	

	 	due and payable in full on the second anniversary of the
Closing Date (the “Termination Date”).
	 
	 	 
	Optional Prepayments 
	 	 
	and Commitment 
	 	 
	Reductions:

	 	Loans outstanding under the Senior Credit Facilities may be prepaid at any
time in whole or in part without premium or penalty, except that any prepayment of Eurodollar
Rate loans other than at the end of the applicable interest periods therefor shall be made
with reimbursement for any funding losses and redeployment costs of Fleet resulting
therefrom.
	 
	 	 
	

	 	The unutilized portion of the commitment under the Senior
Credit Facility may be reduced or terminated by the Borrower
at any time without penalty.
	 
	 	 
	Conditions 
	 	 
	Precedent to Closing:

	 	The closing and the initial extension of credit under the Senior
Credit Facility will be subject to satisfaction of the following conditions precedent: (a)
(i) accuracy in all material respects of all information (other than projections), considered
as a whole, disclosed to Fleet prior to the execution and delivery of the loan documentation,
and (ii) satisfaction with any changes or developments, or any new or additional information
discovered by Fleet after the date of the Commitment Letter regarding the Borrower or any of
its subsidiaries that, either individually or in the aggregate, could reasonably be expected
(A) to have a material adverse effect on the business, assets, liabilities (actual or
contingent), operations or financial condition of the Borrower and its subsidiaries, taken as
a whole, or (B) to adversely affect the Transaction (collectively, a “Material Adverse
Effect”); (b) satisfactory loan documentation; (c) Fleet’s satisfaction with any material
amendment or modification to that certain Acquisition Agreement dated February 25, 2005
between Borrower and Target (the “Acquisition Agreement”), it being agreed and understood
that any increase in the Target per share offer price of CAN$17.70 shall be deemed to be a
material amendment); (d) Fleet’s satisfaction with any waiver by Borrower (if any) of any
condition precedent to execution of its tender offer as set forth in Schedule 1.1 of the
Acquisition Agreement; (e) absence of material pending or threatened litigation,
investigations or proceedings that, either individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect; (f) receipt of requisite governmental,
regulatory and material third party approvals and consents (and expiration, without the
imposition of conditions, of all applicable waiting periods), in each case when the failure
to obtain such approvals and consents would have a Material Adverse Effect; (g) satisfactory
legal opinions, corporate certificates and other customary closing documentation; and (h)
payment of all fees and expenses











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	 	(including fees and expenses of counsel to Fleet) then due
and owing.
	 
	 	 
	Conditions Precedent
	 	 
	To Each Borrowing:

	 	Each borrowing or issuance or renewal of a Letter of Credit under the
Senior Credit Facility will be subject to satisfaction of the following conditions precedent:
	

	 	(a) all of the representations and warranties in the loan documentation shall be materially
correct; and (b) no defaults or Events of Default shall have occurred and be continuing.
	 
	 	 
	Representations and
	 	 
	Warranties:

	 	Usual and customary for leveraged acquisition financings generally and for
this transaction in particular, including but not limited to the following: (a) corporate
status; (b) corporate power and authority, enforceability; (c) no conflict with law,
contracts or organizational documents; (d) no material litigation; (e) accuracy and
completeness of specified financial statements and other information and no material adverse
change; (f) no required governmental, regulatory or material third party approvals or
consents; (g) use of proceeds/compliance with margin regulations; (h) valid title to property
and assets (including, intellectual property and licenses), free and clear of liens, charges
and other encumbrances; (i) status under Investment Company Act; (j) ERISA matters; (k)
environmental matters; (l) solvency; and (m) tax status and payment of taxes.
	 
	 	 
	Affirmative Covenants:

	 	Usual and customary for leveraged
acquisition financings generally and for
this transaction in particular, including
but not limited to the following: (a)
compliance with laws and regulations
(including, without limitation, ERISA and
environmental laws); (b) payment of taxes
and other obligations; (c) maintenance of
appropriate and adequate insurance; (d)
preservation of corporate existence, rights
(charter and statutory), franchises,
permits, licenses and approvals; (e)
visitation and inspection rights; (f)
keeping of proper books in accordance with
generally accepted accounting principles;
(g) maintenance of properties; (h)
performance of certain transaction
documents and other material agreements;
(i) conducting transactions with affiliates
on terms equivalent to those obtainable on
an arm’s-length basis; (j) further
assurances; and (k) customary financial
and other reporting requirements
(including, without limitation, audited 10K
annual financial statements and quarterly
10Q unaudited financial statements, notices
of defaults, compliance certificates,
notices of material litigation and
proceedings, material environmental actions
and liabilities and material ERISA and tax
events and liabilities, reports to other
creditors and other business and financial
information as Fleet shall reasonably
request).
	 
	 	 
	Financial Covenants:

	 	(a) Minimum quarterly consolidated
EBITDA of not less than $5 million.






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	 	(b) Minimum rolling 4-quarter consolidated EBITDA of not less
than $25 million.
	 
	 	 
	Negative Covenants:

	 	Usual and customary for leveraged
acquisition financings generally and for
this transaction in particular, including
but not limited to the following:
	

	 	limitations on (a) liens; (b) debt
(including preferred stock), guarantees
or other contingent obligations
(including, without limitation, the
subordination of all intercompany
indebtedness on legally permissible terms
and otherwise on terms satisfactory to
Fleet); (c) mergers and consolidations;
(d) sales, transfers and other
dispositions of property and assets
(other than sales of inventory in the
ordinary course of business); (e) loans,
acquisitions, joint ventures and other
investments; (f) dividends and other
distributions to, and redemptions and
repurchases from, equity holders, but
permitting dividends and redemptions
consistent with Borrower’s current
practice subject to an agreed upon amount
and so long as no default under the loan
documentation has occurred and is then
continuing or would occur as a result
thereof; (g) creating new subsidiaries;
(h) becoming a general partner in any
partnership; (i) prepaying, redeeming or
repurchasing debt; (j) granting negative
pledges other than to Fleet; (k) changes
in the nature of business; (l) amending
or otherwise modifying certain
organizational documents, debt,
transaction documents and/or other
material agreements; and (m) changes in
accounting policies or reporting
practices; in each of the foregoing
cases, with such exceptions as may be
agreed upon in the loan documentation.
	 
	 	 
	Events of Default:

	 	Usual and customary for leveraged
acquisition financings generally and for
this transaction in particular, including
but not limited to the following (and
with thresholds, where appropriate, to be
agreed in the loan documentation): (a)
nonpayment of principal, interest, fees
or other amounts; (b) any material
inaccuracy of representation or warranty
when made or confirmed; (c) failure to
perform or observe covenants set forth in
the loan documentation; (d)
cross-defaults to other indebtedness in
an amount to be agreed; (e) bankruptcy
and insolvency defaults; (f) monetary
judgment defaults in an amount to be
agreed (to the extent uninsured or for
which insurance coverage is disputed) and
material nonmonetary judgment defaults;
(g) actual or asserted impairment of loan
documentation; (h) change of control; and
(i) customary ERISA defaults.
	 
	 	 
	Assignments and
	 	 
	Participations:

	 	Fleet will have the right, without restriction and without consent of the
Borrower, to assign (i) as security all or part of its rights under the loan documentation to
any Federal Reserve Bank and (ii) all or part of its rights or obligations under the loan
documentation to other financial institutions. Fleet will also be











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	 	permitted to sell participations without restriction and
without consent of the Borrower to other financial
institutions.
	 
	 	 
	Indemnification and
 Expenses:

	 	The Borrower will indemnify and hold harmless
Fleet, each of its affiliates and their
officers, directors, employees, agents and
advisors and other representatives (each an
“Indemnified Party”) from and against (and
will reimburse each Indemnified Party as the
same are incurred for) any and all claims,
damages, losses, liabilities and expenses
(including, without limitation, the reasonable
fees, disbursements and other charges of
counsel) that may be incurred by or asserted
or awarded against any Indemnified Party, in
each case arising out of or in connection with
or by reason of any actual or threatened
claim, investigation, arbitration, action,
litigation or proceeding (or the preparation
of a defense in connection therewith) in
connection with or related to (a) any aspect
of the Transaction or any similar transaction
and any of the other transactions contemplated
thereby, (b) the Senior Credit Facility and
any other financings, or any use made or
proposed to be made with the proceeds thereof
or (c) any environmental actions or
liabilities (whether or not Fleet or any other
Indemnified Party is a party to any such
claim, investigation, arbitration, action,
litigation or proceeding), including, but not
limited to, reasonable attorneys’ fees and
settlement costs, on substantially the same
terms and subject to the same conditions as
set forth in the Commitment Letter. This
indemnification shall survive and continue for
the benefit of all such persons or entities,
notwithstanding any failure of the Senior
Credit Facility to close.
	 
	 	 
	

	 	The Borrower will pay (a) all reasonable costs and expenses
of Fleet associated with the due diligence, preparation,
execution, delivery and administration of the loan
documentation and any amendment or waiver with respect
thereto (including the reasonable fees and disbursements and
other charges of counsel for Fleet), regardless of whether or
not the Senior Credit Facility is closed, and (b) all
out-of-pocket expenses of Fleet in connection with the
enforcement of the loan documentation (including the
reasonable fees and disbursements and other charges of
counsel).
	 
	 	 
	Governing Law:

	 	State of New York.
	 
	 	 
	Counsel to Fleet:

	 	Robinson & Cole LLP.
	 
	 	 
	Miscellaneous:

	 	This term sheet is intended as an outline
only and does not purport to summarize all
the conditions, covenants, representations,
warranties and other provisions which would
be contained in loan documentation. Each
of the parties shall (i) waive its right to
a trial by jury and (ii) submit to
non-exclusive New York jurisdiction. The
loan documentation will contain






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	 	customary increased cost, withholding tax, capital adequacy
and yield protection provisions.






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Annex A 

Interest and Certain Fees




	 	 	 
	Interest Rates:

	 	The interest rate per annum (calculated on
a 360 day basis and actual days elapsed)
applicable to each Loan under the Senior
Credit Facility will be the Eurodollar
Rate plus 100 basis points or, at the
option of the Borrower, the Prime Rate.






	 	 	 
	

	 	The term “Prime Rate” means, at any time,
the rate per annum equal to Fleet’s prime
rate in effect at such time.
	 
	 	 
	

	 	The term “Eurodollar Rate” means (a) the
rate (adjusted for maximum statutory
reserve requirements for eurocurrency
liabilities) appearing on Telerate Page
3750 as the London interbank offered rate
for U.S. dollar deposits for the selected
interest period or (b) if the rate is not
available under clause (a) above for any
reason, the rate (adjusted for maximum
statutory reserve requirements for
eurocurrency liabilities) at which U.S.
dollar deposits of $1,000,000 and for a
comparable period are offered by the
principal London office of Fleet in the
London interbank market.
	 
	 	 
	

	 	Loans bearing interest with reference to
the Eurodollar Rate shall be in a
principal amount of $500,000 or a whole
multiple of $100,000 in excess thereof;
provided that at no time shall there be
more than six (6) Eurodollar Rate
borrowings outstanding.
	 
	 	 
	

	 	At any time when the Borrower is in
default under the Senior Credit Facility,
the principal of all loans shall bear
interest at 4% above the interest rate
otherwise applicable thereto. Overdue
interest, fees and other amounts shall
bear interest at 4% above the Prime Rate.






	 	 	 
	Interest Payment Dates:

	 	In the case of Prime Rate loans, quarterly
in arrears. In the case of Eurodollar
Rate loans, the Borrower may select one,
two or three months and interest shall be
payable at the end of the selected
interest period.
	 
	 	 
	Commitment Fees:

	 	A nonrefundable commitment fee in the
amount of $125,000 shall be due and
payable on the date the Commitment Letter
is accepted by the Borrower.
A nonrefundable commitment fee equal to
0.125% per annum (calculated on a 360 day
basis) on the unused portion of the Senior
Credit Facility from the Closing Date
until the termination date of the Senior
Credit Facility, such fee to be payable to
Fleet, quarterly in arrears and on the
date of termination or expiration of the
commitment.
	 
	 	 
	Letter of Credit Fees:

	 	A fronting fee of 0.25% per quarter (or
1.00% per annum) will be






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	 	payable to Fleet
for each Letter of Credit. Such fronting
fees will be calculated on the amount
available to be drawn under each
outstanding Letter of Credit. In addition,
customary administrative, issuance,
amendment, payment and negotiation charges
shall also be payable to Fleet.







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